-----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, QdMiK9/XdIBLy3QqiL9P9uPuM3nQIN2+nmFdNdbZHjpfOYK3lOCejfeEsDx59l4T 221HFoIElhDg3n6taO3urA== 0000914317-99-000356.txt : 19990624 0000914317-99-000356.hdr.sgml : 19990624 ACCESSION NUMBER: 0000914317-99-000356 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990528 EFFECTIVENESS DATE: 19990528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY CENTRAL INDEX KEY: 0000036840 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 221697095 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-79555 FILM NUMBER: 99637400 BUSINESS ADDRESS: STREET 1: 505 MAIN ST STREET 2: P O BOX 667 CITY: HACKENSACK STATE: NJ ZIP: 07602 BUSINESS PHONE: 2014886400 MAIL ADDRESS: STREET 1: P O BOX 667 STREET 2: 505 MAIN STREET CITY: HACKENSACK STATE: NJ ZIP: 07602 S-8 1 As filed with the Securities and Exchange Commission on May 28, 1999 Registration No. 333 - _______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY (Exact name of registrant as specified in its charter) New Jersey 22 - 1697095 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 505 Main Street, P.O. Box 667 Hackensack, New Jersey 07602 (Address, including Zip Code, of Registrant's Principal Executive Offices) -------------------------- FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY EQUITY INCENTIVE PLAN (Full Title of the Plan) -------------------------- Robert S. Hekemian Chairman of the Board and Chief Executive Officer First Real Estate Investment Trust of New Jersey 505 Main Street, P.O. Box 667 Hackensack, New Jersey 07602 (201) 488-6400 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------- Copies to: JOHN A. AIELLO, ESQ. Giordano, Halleran & Ciesla A Professional Corporation P.O. Box 190 125 Half Mile Road Middletown, New Jersey 07748
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------- Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registered registered (2) offering price per aggregate offering registration fee share (3) price (3) - --------------------------------------------------------------------------------------------------------------------- Shares of Beneficial 230,000 $29.50 $ 6,785,000 $1,886.23 Interest, without par value (1) - --------------------------------------------------------------------------------------------------------------------- Options to purchase Shares of 230,000 ---- ---- ---- Beneficial Interest (1) - --------------------------------------------------------------------------------------------------------------------- TOTAL REGISTRATION FEE $1,886.23 =========
(1) Under the First Real Estate Investment Trust of New Jersey Equity Incentive Plan (the "Equity Incentive Plan"). (2) An undetermined number of additional shares of beneficial interest may be issued if the anti-dilution adjustment provisions of the Equity Incentive Plan become operative upon the occurrence of certain corporate transactions or events including, without limitation, a stock dividend or stock split. (3) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act and based upon the average of the bid and asked prices for a share of beneficial interest of First Real Estate Investment Trust as reported on the OTC Bulletin Board Service provided by NASD, Inc. on May 25, 1999. -2- PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Items 1 and 2. The documents containing the information about the First Real Estate Investment Trust Equity Incentive Plan (the "Equity Incentive Plan") required by Part I of Form S-8 have been or will be sent or given to the participants as specified by Rule 428 (b)(1) of Regulation C under the Securities Act of 1933, as amended (the "Securities Act"), and such documents taken together with the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8 shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Certain information included in the Section 10(a) Prospectus and other filings of First Real Estate Investment Trust of New Jersey (the "Company") under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), contains or may contain forward looking information that is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement as of their respective dates: (a) The Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1998. (b) From the date of filing of such documents, all other reports filed by the Company, with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since October 31, 1998, including, without limitation, the Company's Quarterly Report on Form 10-Q for the quarterly period ended January 31, 1999. (c) The description of the Company's shares of beneficial interest contained in the Company's Registration Statement on Form 8-A as filed with the Commission on November 6, 1998. (d) All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all of the securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from the date of the filing of such documents. -3- Any statement contained in this Registration Statement or in a document incorporated by reference herein, shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interest of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Trustees and Officers. The following summary describes the relevant terms of the Company's Amended and Restated Declaration of Trust (the "Declaration of Trust") which provide for the limitation of liability with respect to and indemnification of an agent of the Company, including, without limitation, any person who is or was a Trustee, officer or employee of the Company. Pursuant to Section 7.3 of Article VII of the Company's Declaration of Trust, no Trustee, officer or agent of the Company shall be liable on account of his own acts, neglects, and defaults (including without limitation the failure to compel in any way any former or acting Trustee to redress any breach of trust) to the Company or to any shareholder, Trustee, officer or agent thereof except for such of his own acts, neglects, and defaults as constitute a willful breach of trust knowingly and intentionally committed in bad faith. Pursuant to Section 7.4 of Article VII of the Declaration of Trust, the Company shall indemnify each of its Trustees, officers, employees and agents (including any person who serves at its written request as a director, officer, partner, trustee or the like of another organization in which it has any interest as a shareholder, creditor or otherwise) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him or in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened while acting as Trustee or as an officer, employee or agent of the Company or the Board of Trustees, as the case may be, or thereafter, by reason of his being or having been such a Trustee, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated to have acted in bad faith or with willful misconduct or reckless disregard of his duties or gross negligence or not to have acted in good faith in the reasonable belief that his action was in the best interests of the Company. As to any matter disposed of by a compromise payment by such Trustee, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Company by a majority of the disinterested Trustees or the Company shall have received a written opinion of independent legal counsel to the effect that -4- such Trustee, officer, employee or agent appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Company. No Trustee, officer, employee or agent may satisfy any right of indemnity or reimbursement granted herein or to which he may be otherwise entitled except out of the Company's property; and no shareholder shall be personally liable to any person with respect to any claim for indemnity or reimbursement or otherwise. The Board of Trustees may make advance payments in connection with indemnification under this section, provided that the indemnified Trustee, officer, employee or agent shall have given a written undertaking to reimburse the Company in the event it is subsequently determined that he is not entitled to such indemnification. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits.
Exhibit Number Description -------------- ----------- 5. Opinion and Consent of Giordano, Halleran & Ciesla, P.C. 23.01 Consent of J.H. Cohn LLP 23.02 Consent of Giordano, Halleran & Ciesla, P.C. (filed with Exhibit 5). 24. Power of attorney (filed with signature pages).
Item 9. Undertakings. The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in such prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that (i) and (ii) herein do not apply if the information required to be included in a post-effective amendment by such provisions is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. -5- (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) That, insofar as indemnification for liabilities arising under the Securities Act may be permitted to Trustees, 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 Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a Trustee, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such Trustee or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issues. -6- SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the Company 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 Hackensack, State of New Jersey, on the 28th day of May, 1999. FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY (Registrant) By:/s/ Robert S. Hekemian ------------------------------------------------- Robert S. Hekemian Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert S. Hekemian his true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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 they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date Chairman of the Board, /s/ Robert S. Hekemian Chief Executive Officer and May 28, 1999 - ------------------------------- Trustee (Principal Executive Robert S. Hekemian Officer) /s/ Donald W. Barney - ------------------------------- Trustee May 28, 1999 Donald W. Barney /s/ John B. Voskian, M.D. Trustee May 28, 1999 - ------------------------------- John B. Voskian, M.D. -7- /s/ Herbert C. Klein, Trustee May 28, 1999 - ------------------------------- Herbert C. Klein, Esq. /s/ Charles J. Dodge Trustee May 28, 1999 - ------------------------------- Charles J. Dodge /s/ Ronald J. Artinian Trustee May 28, 1999 - ------------------------------- Ronald J. Artinian /s/ Alan L. Aufzien Trustee May 28, 1999 - ------------------------------- Alan L. Aufzien Executive Secretary and /s/ William R. DeLorenzo, Jr. Treasurer (Principal Financial May 28, 1999 - ------------------------------- and Accounting Officer) William R. DeLorenzo, Jr., Esq. -8- EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 5. Opinion and Consent of Giordano, Halleran & Ciesla, P.C. 23.01 Consent of J.H. Cohn LLP 23.02 Consent of Giordano, Halleran & Ciesla, P.C. (filed with Exhibit 5). 24. Power of attorney (filed with signature pages).
EX-5 2 [GIORDANO, HALLERAN & CIESLA, P.C. LETTERHEAD] May 28, 1999 First Real Estate Investment Trust of New Jersey 505 Main Street P.O. Box 667 Hackensack, New Jersey 07602 Re: Registration Statement on Form S-8 relating to the First Real Estate Investment Trust of New Jersey Equity Incentive Plan Gentlemen: We refer to the Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement"), filed on this date by First Real Estate Investment Trust of New Jersey (the "Company") with the Securities and Exchange Commission (the "Commission"), to which this opinion letter is attached as an exhibit, for the registration of 230,000 shares of beneficial interest, without par value, of First Real Estate Investment Trust of New Jersey ("Shares"), which have been reserved for issuance under the First Real Estate Investment Trust of New Jersey Equity Incentive Plan (the "Equity Incentive Plan"). We have examined the original or a photostatic or certified copy of such documents, records, and other information as we deemed relevant and necessary as the basis for the opinion set forth below. In such examination, we have assumed the authenticity of each document submitted to us as an original, the conformity to the original document of each document submitted to us as a certified of photostatic copy, and the authenticity of the original of each such latter document. In addition, we have assumed, in rendering the opinion set forth below, that any share certificate evidencing any Shares of the Company registered by this Registration Statement, when issued under the Equity Incentive Plan, will have been duly executed on behalf of the Company and will have been countersigned by the Company's transfer agent and registered by the Company's registrar prior to its issuance. On the basis of our examination mentioned above, subject to the assumptions stated and relying on statements of fact contained in the documents that we have examined, we are of the opinion that the Shares registered pursuant to the Registration Statement have been duly and validly authorized and reserved for issuance and that upon the issuance of such Shares in accordance with the provisions of the Equity Incentive Plan, the Shares will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations of the Securities and Exchange Commission. Very truly yours, /s/ Giordano, Halleran & Ciesla A Professional Corporation --------------------------- GIORDANO, HALLERAN & CIESLA A Professional Corporation EX-23.01 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this registration statement of First Real Estate Investment Trust of New Jersey on Form S-8 to be filed on May 28, 1999 of our report dated November 20, 1998, on our audits of the financial statements of First Real Estate Investment Trust of New Jersey as of October 31, 1998 and 1997 and for each of the three years in the period ended October 31, 1998 which report is included in the 1998 Annual Report of First Real Estate Investment Trust of New Jersey on Form 10-K. /s/ J.H. Cohn LLP ----------------- J.H. Cohn LLP Roseland, New Jersey May 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----