S-8

As filed with the United States Securities and Exchange Commission on August 14, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

GRIFFIN INDUSTRIAL REALTY, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	06-0868496
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

641 Lexington Avenue

New York, New York 10022

(Address of principal executive offices) (Zip Code)

GRIFFIN INDUSTRIAL REALTY, INC. AND GRIFFIN INDUSTRIAL, LLC 2020 INCENTIVE AWARD PLAN

(Full title of the plan)

Anthony Galici

641 Lexington Avenue

New York, New York 10022

Telephone: (212) 218-7910

(Name, address of agent for service) (Telephone number, including area code of agent for service)

Copies to:

Benjamin J. Cohen, Esq.

Dennis G. Craythorn, Esq.

John Giouroukakis, Esq.

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

(212) 906-1200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.Seethedefinitionsof“largeacceleratedfiler,”“acceleratedfiler,”“smallerreportingcompany,” and “emerging growth company”inRule12b-2oftheExchangeAct.

Large accelerated filer	◻	Accelerated filer	⌧
Non-accelerated filer	◻	Smaller reporting company	⌧
		Emerging growth company	◻

Ifanemerginggrowthcompany,indicatebycheckmarkiftheregistranthaselectednottousetheextendedtransitionperiodforcomplyingwith anyneworrevisedfinancialaccountingstandardsprovidedpursuanttoSection7(a)(2)(B)oftheSecuritiesAct.◻

CALCULATION OF REGISTRATION FEE

	to be		Price
Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value per share	495,828(2)	$50.41(3)	$24,994,689.48	$3,244.31

(1) PursuanttoRule416(a)promulgatedundertheSecuritiesActof1933,asamended(the“Securities Act”),thisRegistrationStatementshall also cover any additional shares of Common Stock, par value $0.01 per share (“Common Stock”), of Griffin Industrial Realty, Inc. (the “Company”) that become issuable under the Griffin Industrial Realty, Inc. and Griffin Industrial, LLC 2020 Incentive Award Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of CommonStock.

(2) Represents 300,000 shares of Common Stock reserved for issuance under the Plan, plus 195,828 shares of Common Stock subject to outstanding awards under the Company’s 2009 Stock Option Plan (the “2009 Plan”) as of August 7, 2020that may become available for issuance under the Plan if such outstanding awards are forfeited or expire, are converted to shares of another person in connection with a recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event, or such award under the 2009 Plan is settled for cash pursuant to the terms of the 2009 Plan.

(3) Estimated solely for purposes of calculating the registration feepursuanttoRules 457(c) and457(h)oftheSecuritiesActof1933,asamended(the“Securities Act”), and based upon the average of the high and low prices of the Company’s shares of Common Stock as reported on The Nasdaq Stock Market LLC on August 11, 2020.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Not required to be filed with this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed with this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

References in this Registration Statement to “we,” “us,” “our,” and the “Company,” or similar references, refer to Griffin Industrial Realty, Inc., unless otherwise stated or the context otherwise requires.

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the Company with the United States Securities and Exchange Commission (the “Commission”)pursuanttotheSecuritiesExchangeActof1934,asamended(the“Exchange Act”),areincorporatedbyreferencein,andshallbe deemedtobeapartof,thisRegistrationStatement:

(a) theCompany’sAnnual Report on Form 10-K for the fiscal year ended November 30, 2019, filed with the Commission on February 13, 2020 (File No. 001-12879);

(b) the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2020, filed with the Commission on April 9, 2020 (File No. 001-12879);

(c) the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2020, filed with the Commission on July 9, 2020 (File No. 001-12879);

(d) the Company’s Current Report on Form 8-K, filed with the Commission on July 6, 2020 (File No. 001-12879) (except for information furnished in Item 7.01 therein and all exhibits related thereto);

(e) the Company’s Current Report on Form 8-K, filed with the Commission on May 12, 2020 (File No. 001-12879);

(f) the Company’s Current Report on Form 8-K, filed with the Commission on March 4, 2020 (except for information furnished in Item 7.01 therein and all exhibits related thereto) (File No. 001-12879);

(g) the Company’s Current Report on Form 8-K, filed with the Commission on January 28, 2020 (except for information furnished in Item 7.01 therein and all exhibits related thereto) (File No. 001-12879);

(h) the Company’s Current Report on Form 8-K, filed with the Commission on December 23, 2019 (except for information furnished in Item 7.01 therein and all exhibits related thereto) (File No. 001-12879); and

(i) the description of Common Stock, which is contained in the Company’s Registration Statement on Form S-3, filed with the Commission on April 11, 2018, including any amendments or reports filed for purposes of updating such description (including the Description of Capital Stock filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2019).

AllreportsandotherdocumentsfiledbytheCompanywiththeCommissionpursuanttoSections13(a),13(c),14and15(d)oftheExchange Actafterthedatehereofandpriortothefilingofapost-effectiveamendmentwhichindicatesthatallsecuritiesofferedpursuanttothisRegistration Statementhavebeensoldorwhichderegistersallsecuritiesthenremainingunsold,shallbedeemedtobeincorporatedbyreferencehereinandtobe aparthereoffromthedateoffilingofsuchdocumentsorreports.

For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement containedtherein,orinanyothersubsequentlyfileddocumentwhichalsoisorisdeemedtobeincorporatedbyreference,modifiesorsupersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded,toconstituteapartofthisRegistrationStatement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section102oftheGeneralCorporationLawoftheStateofDelawarepermitsacorporationtoeliminatethepersonalliabilityofdirectorsofa corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breachedhis or her dutyofloyalty,failedtoactingoodfaith,engagedinintentionalmisconductorknowinglyviolatedalaw,authorizedthepaymentofa dividendorapprovedastockrepurchaseinviolationofDelawarecorporatelaworobtainedanimproperpersonalbenefit.Ouramendedandrestated certificateofincorporation, as amended, or our amended and restated certificate of incorporation,providesthat, to the fullest extent permitted by the laws of the State of Delaware,nodirectorofGriffin Industrial Realty,Inc.shallbepersonallyliabletothe Companyoritsstockholdersformonetarydamagesforany breach of fiduciary duty as a director, except to the extent that the General CorporationLawoftheStateofDelawareprohibitstheeliminationorlimitationofliabilityofdirectorsforbreachesoffiduciaryduty.

Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture,trustorotherenterpriseinrelatedcapacitiesagainstexpenses(includingattorneys’fees),judgments,finesandamountspaidinsettlement actuallyandreasonablyincurredbythepersoninconnectionwithanaction,suitorproceedingtowhichhe or she wasorisapartyoristhreatenedtobe madeapartytoanythreatened,endingorcompletedaction,suitorproceedingbyreasonofsuchposition,ifsuchpersonactedingoodfaithandina manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporationunlessandonlytotheextentthattheCourtofChanceryorotheradjudicatingcourtdeterminesthat,despitetheadjudicationofliability butinviewofallofthecircumstancesofthecase,suchpersonisfairlyandreasonablyentitledtoindemnityforsuchexpenseswhichtheCourtof Chanceryorsuchothercourtshalldeemproper.

Ouramendedandrestatedcertificateofincorporationandamendedandrestatedbylawsprovideindemnificationforourdirectorsandofficers to the fullest extent permitted by the General Corporation Law of the State of Delaware. We will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reasonofthefactthatheorsheisorwasadirector,officer, employee or agent orisorwasserving,orhasagreedtoserve,atourrequestas a director, officer, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise(allsuchpersonsbeingreferredtoasan“Indemnitee”),against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection withsuchaction,suitorproceedingandanyappealtherefrom,ifsuchIndemniteeactedingoodfaithandinamannerheorshereasonablybelieved tobein,ornotopposedto,ourbestinterests,and,withrespecttoanycriminalactionorproceeding,heorshehadnoreasonablecausetobelievehis or her conduct was unlawful.

Our amended and restated certificate of incorporation and amended and restated bylaws provide that we will indemnify any Indemnitee who was or is a party or threatened to be made a party to an action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of our or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is fairly and reasonably entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

We have entered into separate indemnification agreements with certain of our directors and executive officers. Each indemnification agreement provides, among other things, for indemnification to the fullest extent permitted by law and our amended and restated certificate of incorporation and amended and restated bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements provide for the advancement or payment of all expenses to the indemnitee and for the reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our amended and restated certificate of incorporation and amended and restated bylaws.

Wemaintainageneralliabilityinsurancepolicythatcoverscertainliabilitiesofdirectorsandofficersofourcorporationarisingoutofclaims basedonactsoromissionsintheircapacitiesasdirectorsorofficers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following documents are filed as exhibits to this Registration Statement:

Exhibit Number	Description of Exhibit
4.1	AmendedandRestatedCertificateofIncorporationofGriffin Industrial Realty, Inc. (f/k/a Griffin Land & Nurseries, Inc.) (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-12879), filed on October 10, 2013)
4.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Griffin Industrial Realty, Inc. (f/k/a Griffin Land & Nurseries, Inc.) (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-12879), filed on May 13, 2015)
4.3	AmendedandRestatedBylawsofGriffin Industrial Realty,Inc. (as amended and restated effective March 4, 2019) (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-12879), filed on March 6, 2019)
5.1*	Opinion of Latham & Watkins LLP
23.1*	ConsentofIndependentRegisteredPublic Accounting Firm(RSM US LLP)
23.2*	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1*	Powers of Attorney (included on the signature page of the Registration Statement)
99.1	Griffin Industrial Realty, Inc. and Griffin Industrial, LLC 2020 Incentive Award Plan (incorporated herein by reference to Exhibit  10.1 to the Company’s Current Report on Form 8-K (File No. 001-12879), filed on May 12, 2020)

*  Filed herewith.

Item 9. Undertakings.

(a) TheundersignedCompanyherebyundertakes:

(1) Tofile,duringanyperiodinwhichoffersorsalesarebeingmade,apost-effectiveamendmenttothisRegistrationStatement:

(i) ToincludeanyprospectusrequiredbySection10(a)(3)oftheSecuritiesAct;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recentpost-effectiveamendmentthereof)which,individuallyorintheaggregate,representafundamentalchangeintheinformationset forthinthisRegistrationStatement.Notwithstandingtheforegoing,anyincreaseordecreaseinvolumeofsecuritiesoffered(ifthetotal dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimatedmaximumofferingrangemaybereflectedintheformofprospectusfiledwiththeCommissionpursuanttoRule424(b)if,in theaggregate,thechangesinvolumeandpricerepresentnomorethan20 percentchangeinthemaximumaggregateofferingpricesetforthin the“CalculationofRegistrationFee”tableintheeffectiveregistrationstatement; and

(iii) ToincludeanymaterialinformationwithrespecttotheplanofdistributionnotpreviouslydisclosedinthisRegistration StatementoranymaterialchangetosuchinformationinthisRegistrationStatement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendmentbythoseparagraphsiscontainedinperiodicreportsfiledbyorfurnishedtotheCommissionbytheCompanypursuanttoSection13or Section15(d)oftheExchangeActthatareincorporatedbyreferenceinthisRegistrationStatement.

(2) That,forthepurposeofdetermininganyliabilityundertheSecuritiesAct,eachsuchpost-effectiveamendmentshallbedeemedto beanewregistrationstatementrelatingtothesecuritiesofferedtherein,andtheofferingofsuchsecuritiesatthattimeshallbedeemedtobe theinitialbona fide offeringthereof.

(3) Toremovefromregistrationbymeansofapost-effectiveamendmentanyofthesecuritiesbeingregisteredwhichremainunsoldat theterminationoftheoffering.

(b) TheundersignedCompanyherebyundertakesthat,forpurposesofdetermininganyliabilityundertheSecuritiesAct,eachfilingof the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securitiesatthattimeshallbedeemedtobetheinitialbona fide offeringthereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the CommissionsuchindemnificationisagainstpublicpolicyasexpressedintheSecuritiesActandis,therefore,unenforceable.Intheeventthat aclaimforindemnificationagainstsuchliabilities(otherthanthepaymentbytheCompanyofexpensesincurredorpaidbyadirector,officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has beensettledbycontrollingprecedent,submittoacourtofappropriatejurisdictionthequestionwhethersuchindemnificationbyitisagainst publicpolicyasexpressedintheSecuritiesActandwillbegovernedbythefinaladjudicationofsuchissue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirementsforfilingonFormS-8andhasdulycausedthisRegistrationStatementtobesignedonitsbehalfbytheundersigned,thereuntoduly authorized,in the city of  New York, state ofNew York,onthe 14th dayofAugust,2020.

	GRIFFIN INDUSTRIAL REALTY, INC.
By:	/s/ Anthony J. Galici
	Name: Anthony J. Galici
	Title: Vice President, Chief Financial Officer and Secretary, Principal Accounting Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Anthony J. Galici,ashisorhertrueandlawfulattorney-in-factandagentwithfullpowerofsubstitution and resubstitution,forhimorher in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, increasing the numberofsecuritiesforwhichregistrationissought),andtofilethesame,withallexhibitstheretoandotherdocumentsinconnectiontherewith, withtheCommission,grantinguntosaidattorney-in-fact,proxy,andagentfullpowerandauthoritytodoandperformeachandeveryactandthing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifyingandconfirmingallthatsaidattorney-in-fact,proxyandagent,orhissubstitute,maylawfullydoorcausetobedonebyvirtuehereof.

PursuanttotherequirementsoftheSecuritiesAct,thisRegistrationStatementhasbeensignedbythefollowingpersonsinthecapacitiesand onthedatesindicated.

Signature	Title	Date
/s/ Michael S. Gamzon	President and Chief Executive Officer	August 14, 2020
Michael S. Gamzon
/s/ Anthony J. Galici	Vice President, Chief Financial Officer and Secretary, Principal Accounting Officer	August 14, 2020
Anthony J. Galici
/s/ Gordon F. DuGan	Chairman of the Board of Directors	August 14, 2020
Gordon F. DuGan
/s/ David R. Bechtel	Director	August 14, 2020
David R. Bechtel
/s/ Edgar M. Cullman, Jr.	Director	August 14, 2020
Edgar M. Cullman, Jr.
/s/ Frederick M. Danziger	Director	August 14, 2020
Frederick M. Danziger
/s/ Molly North	Director	August 14, 2020
Molly North
/s/ Amy Rose Silverman	Director	August 14, 2020
Amy Rose Silverman
/s/ Albert H. Small, Jr.	Director	August 14, 2020
Albert H. Small, Jr.

EX-5.1

Exhibit 5.1

53rd at Third

885 Third Avenue

New York, New York 10022-4834

Tel: +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com

FIRM / AFFILIATE OFFICES

BeijingMoscow

BostonMunich

BrusselsNew York

Century CityOrange County

ChicagoParis

DubaiRiyadh

DüsseldorfSan Diego

FrankfurtSan Francisco

HamburgSeoul

Hong KongShanghai

HoustonSilicon Valley

LondonSingapore

Los AngelesTokyo

MadridWashington, D.C.

Milan

August 14, 2020

Griffin Industrial Realty, Inc.

641 Lexington Avenue

New York, New York 10022

Re: Registration Statement on Form S-8; 495,828 shares of common stock, par value $0.01 per share, of Griffin Industrial Realty, Inc.

Ladies and Gentlemen:

We have acted as special counsel to Griffin Industrial Realty, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 495,828 shares of its common stock, $0.01 par value per share (the “Shares”), issuable under the Griffin Industrial Realty, Inc. and Griffin Industrial, LLC 2020 Incentive Award Plan (the “Plan”).  The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 14, 2020 (the “Registration Statement”).  This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.  We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”) and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company against payment therefor in the circumstances contemplated by and pursuant to the Plan, and assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and

2

August 14, 2020

Page 2

exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.  In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Griffin Industrial Realty, Inc. of our reports dated February 13, 2020, relating to the consolidated financial statements, the financial statement schedules and the effectiveness of internal control over financial reporting of Griffin Industrial Realty, Inc., appearing in the Annual Report on Form 10-K of Griffin Industrial Realty, Inc. for the year ended November 30, 2019.

/s/ RSM US LLP

New Haven, Connecticut

August 14, 2020