-----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, U8/uXEhvoMYwLMsqneswajOKX4CCRtEIlc7es1+UUpefxvSCe+hD5ZDKdMnnRxet ZccokY7J8iRRxWJDJJi8pQ== 0000899715-05-000090.txt : 20050811 0000899715-05-000090.hdr.sgml : 20050811 20050811164457 ACCESSION NUMBER: 0000899715-05-000090 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050811 DATE AS OF CHANGE: 20050811 EFFECTIVENESS DATE: 20050811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TANGER FACTORY OUTLET CENTERS INC CENTRAL INDEX KEY: 0000899715 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 561815473 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-126924 FILM NUMBER: 051017633 BUSINESS ADDRESS: STREET 1: 3200 NORTHLINE AVENUE SUITE 360 CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: 3362923010 MAIL ADDRESS: STREET 1: 3200 NORTHLINE AVENUE SUITE 360 CITY: GREENSBORO STATE: NC ZIP: 27408 S-8 POS 1 tfocs8pos08112055.txt TFOC S8 POS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 11, 2005 Registration No. 333-[______] - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ------------------------- TANGER FACTORY OUTLET CENTERS, INC. (Exact name of registrant as specified in its charter) NORTH CAROLINA 56-1815473 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 3200 NORTHLINE AVENUE SUITE 360 27408 GREENSBORO, NORTH CAROLINA (Address of principal executive offices) (Zip Code) ------------------------- THE AMENDED AND RESTATED INCENTIVE AWARD PLAN OF TANGER FACTORY OUTLET CENTERS, INC. AND TANGER PROPERTIES LIMITED PARTNERSHIP ------------------------- Copy to: FRANK C. MARCHISELLO, JR. RAYMOND Y. LIN, ESQ. TANGER FACTORY OUTLET CENTERS, INC. LATHAM & WATKINS LLP 3200 NORTHLINE AVENUE 885 THIRD AVENUE SUITE 360 SUITE 1000 GREENSBORO, NORTH CAROLINA 27408 NEW YORK, NEW YORK 10022 (336) 292-3010 (212) 906-1200 (Name, address, including zip code, and telephone number, including area code, of agent for service) EXPLANATORY NOTE This Post-Effective Amendment No. 1 incorporates the correct and updated consent of our Independent Registered Public Accounting Firm, PriceWaterhouseCoopers LLP. The consent we included in the initial S-8 filing did not include the prescribed language consenting to internal controls over financial reporting due to an inadvertent use of an old form of consent. Tanger Factory Outlet Centers, Inc., a North Carolina corporation (the "Company"), previously registered 1,750,000 common shares of the Company, $.01 par value (the "Common Shares"), to be offered or sold to participants under the Company's Share Option Plan for Directors and Executive and Key Employees of Tanger Factory Outlet Centers, Inc. (the "Share Option Plan") and the Unit Option Plan for Employees of Tanger Properties Limited Partnership ("Unit Option Plan") on Form S-8 (File Nos. 333-80450 and 333-91863). At the Annual Meeting of Shareholders of the Company on May 9, 2003, the Shareholders ratified an increase, from 1,750,000 to 2,250,000, in the aggregate number of Common Shares which may be issued under the Share Option Plan and Unit Option Plan. In order to add restricted shares and other share-based grants to the Share Option Plan and to merge the Unit Option Plan into the Share Option Plan, holders of Common Shares (the "Shareholders") ratified the Amended and Restated Incentive Award Plan (the "Incentive Plan") of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (the "Operating Partnership"), by and between the Company and the Operating Partnership, at the Annual Meeting of Shareholders of the Company held on May 14, 2004 (the "Annual Meeting"). At the Annual Meeting the Shareholders also ratified an increase, from 2,250,000 to 3,000,000, in the aggregate number of Common Shares which may be issued under the Incentive Plan. On December 29, 2004, the Company's Common Shares underwent a two-for-one split (the "Stock Split). Accordingly, pursuant to Rule 416(a) of the Securities Act of 1933, 3,500,000 Common Shares were previously registered and pursuant to Section 10.3 of the Incentive Plan, an aggregate of 6,000,000 Common Shares may be issued under the Incentive Plan. This registration statement is being filed pursuant to General Instruction E on Form S-8 (Registration of Additional Securities) in order to register an additional 2,500,000 Common Shares, as approved by the Shareholders, which may be offered or sold to participants under the Incentive Plan. INCORPORATION BY REFERENCE The Company has filed with the Securities and Exchange Commission the Registration Statements with respect to 1,750,000 Common Shares (as adjusted pursuant to Rule 416(a) of the Securities Act of 1933 to 3,500,000 Common Shares due to the Stock Split) and the Definitive Proxy Statement for the Annual Meeting of Shareholders held on May 14, 2004. The contents of such Registration Statements (File Nos. 333-80450 and 333-91863) and Definitive Proxy Statement (File No. 001-11986) are hereby incorporated by reference. Item 8. EXHIBITS 5(a) * Opinion of Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A. as to the legality of the Common Shares being registered. 23(a) Consent of PricewaterhouseCoopers LLP. 23(b)* Consent of Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A. 24 * Power of Attorney. * Previously filed. 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 Greensboro, State of North Carolina, on this 11th day of August 2005. TANGER FACTORY OUTLET CENTERS, INC. By: /s/ Stanley K. Tanger --------------------------------------- Stanley K. Tanger Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in their respective capacities with Tanger Factory Outlet Centers, Inc. and on the date indicated.
Signature Title Date Signed --------- ----- ----------- /s/ Stanley K. Tanger Chairman of the Board and Chief August 11, 2005 - --------------------------------- Executive Officer Stanley K. Tanger (Principal Executive Officer) * President, Chief Operating Officer August 11, 2005 - --------------------------------- and Director Steven B. Tanger * Executive Vice President and Chief August 11, 2005 - --------------------------------- Financial Officer Frank C. Marchisello, Jr. (Principal Financial and Accounting Officer) * Director August 11, 2005 - --------------------------------- Jack Africk * Director August 11, 2005 - --------------------------------- William G. Benton * Director August 11, 2005 - --------------------------------- Thomas E. Robinson * Director August 11, 2005 - --------------------------------- Allan L. Schuman * /s/ Stanley K. Tanger --------------------------------- Stanley K. Tanger Attorney-in-Fact
EXHIBIT INDEX
- ------------------------- ----------------------------------------------------- -------------------------------------- EXHIBIT NUMBER DESCRIPTION SEQUENTIALLY NUMBERED PAGE - ------------------------- ----------------------------------------------------- -------------------------------------- 5(a) * Opinion of Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A. as to the legality of the Common Shares being registered. - ------------------------- ----------------------------------------------------- -------------------------------------- 23(a) Consent of PricewaterhouseCoopers LLP. 5 - ------------------------- ----------------------------------------------------- -------------------------------------- 23(b)* Consent of Vernon, Vernon, Wooten, Brown, Andrews &Garrett, P.A.. - ------------------------- ----------------------------------------------------- -------------------------------------- 24 * Power of Attorney - ------------------------- ----------------------------------------------------- --------------------------------------
* Previously filed. EX-23 2 tfocs8pos08112005ex23a.txt EXHIBIT 23(A Exhibit 23(a) Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 14, 2005 relating to the financial statements, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the Tanger Factory Outlet Centers, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2004. We also consent to the incorporation by reference of our report dated March 14, 2005 related to the financial statement schedules, which appears in such Annual Report on Form 10-K. PricewaterhouseCoopers LLP Raleigh, North Carolina August 11, 2005 -----END PRIVACY-ENHANCED MESSAGE-----