-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JQZcQ90Fh1qUbi0dnqgCHpIc1b1S4gssqvWXDrUTG6VHaDuuEZdRH4Q9ZOb/7Npg QJW8HXmIwnN4VvGolgL6RA== 0000947871-98-000174.txt : 19980528 0000947871-98-000174.hdr.sgml : 19980528 ACCESSION NUMBER: 0000947871-98-000174 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980527 EFFECTIVENESS DATE: 19980527 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDERS INC CENTRAL INDEX KEY: 0000003499 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 510100517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53711 FILM NUMBER: 98632418 BUSINESS ADDRESS: STREET 1: PARK 80 WEST STREET 2: PLAZA II CITY: SADDLEBROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 2125602121 MAIL ADDRESS: STREET 1: PARK 80 WEST, PLAZA II CITY: SADDLE BROOK STATE: NJ ZIP: 07663 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 27, 1998 Registration No. 333-_______________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- ALEXANDER'S, INC. (Exact name of Registrant as specified in its charter) Delaware 51-0100517 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Park 80 West, Plaza II Saddle Brook, New Jersey 07663 (Address of Principal Executive Offices) Alexander's, Inc. Omnibus Stock Plan (Full title of the plan) ------------------------- Joseph Macnow Chief Financial Officer Alexander's, Inc. Park 80 West, Plaza II Saddle Brook, New Jersey 07663 (Name and address of agent for service) (201) 587-8541 (Telephone number, including area code, of agent for service) ------------------------- Copies to: Douglas P. Bartner, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022-6069 CALCULATION OF REGISTRATION FEE
=========================================================================================================================== Title of Amount Proposed Maximum Proposed Maximum Amount of Securities to be to be Offering Price Per Aggregate Registration Registered Registered Share (*) Offering Price (*) Fee - --------------------------------------------------------------------------------------------------------------------------- Common Stock 700,000 $88.375 $61,862,500 $18,250 par value $1.00 per share Shares =========================================================================================================================== (*) The price shown is the average of the high and low prices of the Common Stock on the New York Stock Exchange consolidated reporting system on May 26, 1998 in accordance with Rule 457(c), and is being utilized solely for the purpose of calculating the registration fee.
================================================================================ STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 The contents of the Registrant's Registration Statement on Form S-8 (333-07341), as filed with the Securities and Exchange Commission on July 1, 1996, are incorporated by reference herein. 2 Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. The following exhibits are filed as part of this Registration Statement: 5 Opinion of Shearman & Sterling regarding the legality of the common stock being registered hereby. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Shearman & Sterling (included in Exhibit 5). 24 Powers 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 Saddle Brook, State of New Jersey on the 27th day of May, 1998. ALEXANDER'S, INC. By: /s/ Joseph Macnow ----------------------------------------- Name: Joseph Macnow Title: Vice President, Chief Financial Officer POWER OF ATTORNEY Each of the undersigned whose signature appears below hereby constitutes and appoints Steven Roth and Joseph Macnow, and each of them acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement and any and all related registration statements necessary to register additional securities, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 4 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the indicated capacities on May 27, 1998. Signature Title --------- ----- /s/ Steven Roth - ------------------------------- Chief Executive Officer and Steven Roth Director (Principal Executive Officer) /s/ Joseph Macnow - ------------------------------- Vice President, Chief Financial Joseph Macnow Officer - ------------------------------- Thomas R. DiBenedetto Director - ------------------------------- Michael D. Facitelli Director /s/ David Mandelbaum - ------------------------------- David Mandelbaum Director - ------------------------------- Chairman of the Board of Stephen Mann Directors /s/ Arthur I. Sonnenblick - ------------------------------- Arthur I. Sonnenblick Director /s/ Neil Underberg - ------------------------------- Neil Underberg Director - ------------------------------- Richard West Director /s/ Russell B. Wight, Jr. - ------------------------------- Russell B. Wight, Jr. Director 5 Exhibit Index Exhibit No. Description of Document 5 Opinion of Shearman & Sterling regarding the legality of the common stock being registered hereby. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Shearman & Sterling (included in Exhibit 5). 24 Powers of Attorney (included on signature page). EX-5 2 OPINION RE: LEGALITY May 27, 1998 Alexander's, Inc. Park 80 West, Plaza II Saddle Brook, New Jersey 07663 Ladies and Gentlemen: We have acted as counsel for Alexander's, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") of the Company filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to 700,000 shares (the "Shares") of common stock, par value $1.00 per share, of the Company (the "Common Stock"), to be issued from time to time pursuant to the Alexander's, Inc. Omnibus Stock Plan (the "Plan"). In so acting, we have examined the Registration Statement and we have also examined and relied as to factual matters upon the representations and warranties contained in originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with originals of all documents submitted to us as copies. The opinion expressed below is limited to the law of the State of New York, the General Corporation Law of Delaware and the federal law of the United States, and we do not express any opinion herein concerning any other law. Based upon the foregoing and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Shares have been duly authorized by the Company and, when (a) issued and delivered by the Company in accordance with the terms of the Plan and (b) paid for in full in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable. Alexander's, Inc. 2 May 27, 1998 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Shearman & Sterling EX-23.1 3 INDEPENDENT AUDITORS' CONSENT Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 relating to the Alexander's, Inc.'s Omnibus Stock Plan of our report dated March 17, 1998, appearing in the Annual Report on Form 10-K of Alexander's Inc. for the year ended December 31, 1997, and our report dated February 6, 1998, appearing in Alexander's Annual Report on Form 10-K of Kings Plaza Shopping Center and Marina for the year ended December 31, 1997. /s/ Deloitte & Touche LLP Parsippany, New Jersey May 27, 1998 -----END PRIVACY-ENHANCED MESSAGE-----