S-8

As filed with the Securities and Exchange Commission on June 16, 2008.

Registration No. 333-     

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

COUSINS PROPERTIES INCORPORATED

(Exact name of registrant as specified in its charter)

Georgia
(State or other jurisdiction of
incorporation or organization) 58-0869052
(I.R.S. Employer
Identification No.)

191 Peachtree Street, Suite 3600, Atlanta, Georgia 30303-1740
(Address, including zip code, of registrant’s principal executive offices)

COUSINS PROPERTIES INCORPORATED
1999 INCENTIVE STOCK PLAN
(Full title of the plan)

ROBERT M. JACKSON
Senior Vice President, General Counsel and Corporate Secretary
Cousins Properties Incorporated
191 Peachtree Street, Suite 3600
Atlanta, Georgia 30303-1740
(404) 407-1000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copies to:

ALAN J. PRINCE
King & Spalding LLP
1180 Peachtree Street
Atlanta, Georgia 30309
(404) 572-4600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum			Proposed Maximum
	Amount to	Offering Price Per			Aggregate Offering			Amount of
Title of Securities to be Registered	be Registered	Share (1)			Price (1)			Registration Fee
Common Stock, par value $1.00 per share	1,200,000 shares (2)		$	24.84		$	29,808,000		$	1,171.45

(1)	Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) on the basis of the high and low sales prices of Common Stock of Cousins Properties Incorporated (the “Company”) on the New York Stock Exchange on June 13, 2008.
(2)	Pursuant to Rule 416(a), this Registration Statement also covers such indeterminate number of additional securities as may become issuable under the plans as the result of any future stock splits, stock dividends or similar transactions.

TABLE OF CONTENTS

PART I
PART II
	Item 3. Incorporation of Certain Documents by Reference
	Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-5.1 OPINION OF KING & SPALDING LLP
EX-23.1 CONSENT OF DELOITTE & TOUCHE LLP

EXPLANATORY NOTE

     Cousins Properties Incorporated (the “Company”) filed registration statements on Form S-8 on December 3, 1999 (File No. 333-92089), September 27, 2000 (File No. 333-46674), August 21, 2001 (File No. 333-68010), August 21, 2002 (File No. 333-98487), July 10, 2003 (File No. 333-106937), December 1, 2004 (File No. 333-120918), August 29, 2005 (File No. 333-127917), June 9, 2006 (File No. 333-134890) and June 11, 2007 (File No. 333-143649) (collectively, the “Prior Registration Statements”) to register under the Securities Act of 1933 Act, as amended (the “Securities Act”), 895,525 shares of the Company’s common stock, par value $1.00 per share (“Common Stock”), 445,298 shares (out of total filing of 1,604,202 shares) of Common Stock, 2,300,000 shares of Common Stock, 1,100,000 shares of Common Stock, 1,000,000 shares of Common Stock, 1,556,058 shares of Common Stock, 950,000 shares of Common Stock, 870,000 shares of Common Stock and 900,000 shares of Common Stock, respectively, issuable under the Cousins Properties 1999 Incentive Stock Plan, as amended (the “1999 Incentive Stock Plan”). The Company is filing this registration statement on Form S-8 (the “Registration Statement”) pursuant to and in accordance with General Instruction E of Form S-8 to register an additional 1,200,000 shares of Common Stock to be issued to employees of the Company and certain subsidiaries and to directors of the Company pursuant to the Cousins Properties Incorporated 1999 Incentive Stock Plan, as amended.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part I will be sent or given to eligible participants in the 1999 Incentive Stock Plan, as specified by Rule 428(b) of the Securities Act. Consistent with the instructions of Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus within the meaning of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

     The contents of the Prior Registration Statements are incorporated by reference into this Registration Statement. In addition, the following documents filed with the Commission are hereby incorporated by reference into this Registration Statement:

1.	The Company’s Annual Report on Form 10-K for the year ended December 31, 2007;
2.	The Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2008;
3.	The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 1-11312) dated August 4, 1992, filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

     All documents filed by the Company subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

2

Item 8. Exhibits

Exhibit	Description
5.1	Opinion of King & Spalding LLP
10.1	Cousins Properties Incorporated 1999 Incentive Stock Plan, as amended (filed as Annex B to the Company’s Proxy Statement, filed with the Commission on April 7, 2008 and incorporated herein by reference)
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of King & Spalding LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, State of Georgia, on this 16th day of June 2008.

COUSINS PROPERTIES INCORPORATED
By:	/s/ Robert M. Jackson
	Robert M. Jackson
	Senior Vice President, General Counsel and Corporate Secretary

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Thomas D. Bell, Jr. and Robert M. Jackson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such persons and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacity indicated on the 16th day of June, 2008.

Signature	Title
/s/ Thomas D. Bell, Jr. Thomas D. Bell, Jr.	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
/s/ James A. Fleming James A. Fleming	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Signature	Title
/s/ John D. Harris, Jr. John D. Harris, Jr.	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
/s/ Erskine B. Bowles Erskine B. Bowles	Director
/s/ James D. Edwards James D. Edwards	Director
/s/ Lillian C. Giornelli Lillian C. Giornelli	Director
/s/ S. Taylor Glover S. Taylor Glover	Director
/s/ James H. Hance, Jr. James H. Hance, Jr.	Director
/s/ William B. Harrison William B. Harrison	Director
/s/ Boone A. Knox Boone A. Knox	Director
/s/ William Porter Payne William Porter Payne	Director

EXHIBIT INDEX

Exhibit	Description
5.1	Opinion of King & Spalding LLP
10.1	Cousins Properties Incorporated 1999 Incentive Stock Plan, as amended (filed as Annex B to the Company’s Proxy Statement, filed with the Commission on April 7, 2008 and incorporated herein by reference)
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of King & Spalding LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

EX-5.1

EXHIBIT 5.1

[King & Spalding LLP Letterhead]

June 16, 2008
Cousins Properties Incorporated
191 Peachtree Street
Suite 3600
Atlanta, GA 30303-1740

     Re: Cousins Properties Incorporated — Form S-8 Registration Statement

Ladies and Gentlemen:

     We have acted as counsel for Cousins Properties Incorporated, a Georgia corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission. The Registration Statement relates to 1,200,000 shares of the Company’s common stock, par value $1.00 per share, to be issued pursuant to, or issued upon the exercise of options granted pursuant to, the Cousins Properties Incorporated 1999 Incentive Stock Plan (as amended, the “Plan”) (all such shares and options are referred to herein as the “Shares” and “Options,” respectively).

     As such counsel, we have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate.

     For purposes of this opinion, we have assumed the following: (1) the Shares that may be issued pursuant to the Plan or upon exercise of the Options granted pursuant to the Plan will continue to be duly authorized on the dates of such issuance and (2) on the date on which any Option is exercised, such Option will have been duly executed, issued and delivered by the Company and will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

     The opinions expressed herein are limited in all respects to the federal laws of the United States of America and laws of the State of Georgia, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

     Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

a. The Shares are duly authorized; and

b. When the Shares are issued pursuant to the Plan or upon exercise of the Options granted pursuant to the Plan against payment therefor, as the case may be, as provided in the Plan, such Shares will be validly issued, fully paid and nonassessable.

     This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This letter is being rendered solely for the benefit of Cousins Properties Incorporated in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without our prior written consent.

     We consent to the filing of this opinion as an Exhibit to the Registration Statement.

Very truly yours,

 

/s/ KING & SPALDING 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 of Form S-8 of our report dated February 26, 2008 relating to the consolidated financial statements and consolidated financial statement schedule of Cousins Properties Incorporated and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes explanatory paragraphs related to the January 1, 2006 adoption of Statement of Financial Accounting Standards Board No. 123(R), Share-Based Payment and the December 31, 2006 adoption of SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements) and our report dated February 26, 2008 on the effectiveness of the Company’s internal control over financial reporting appearing in the Annual Report on Form 10K of the Company for the year ended December 31, 2007.

/s/ Deloitte & Touche

Atlanta, Georgia
June 16, 2008