-----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, FCO5itVbver/VIoFepbjUF0805t3aIKTcbnP5PvJIbaYltU6MKWmFWoiTO1gPwEC fyiZFdOK7mP0IqntrFxzQw== 0000950123-99-007876.txt : 19990823 0000950123-99-007876.hdr.sgml : 19990823 ACCESSION NUMBER: 0000950123-99-007876 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990820 EFFECTIVENESS DATE: 19990820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES TRUST CENTRAL INDEX KEY: 0000910108 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133717318 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-85625 FILM NUMBER: 99696592 BUSINESS ADDRESS: STREET 1: 355 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126927260 MAIL ADDRESS: STREET 1: 355 LEXINGTON AVE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES INC DATE OF NAME CHANGE: 19930816 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on August 20, 1999. File No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- LEXINGTON CORPORATE PROPERTIES TRUST (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND 13-3717318 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 355 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (212) 692-7260 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) LEXINGTON CORPORATE PROPERTIES TRUST 1993 STOCK OPTION PLAN LEXINGTON CORPORATE PROPERTIES TRUST 1998 SHARE OPTION PLAN (FULL TITLE OF PLANS) E. ROBERT ROSKIND CHAIRMAN OF THE BOARD AND CO-CHIEF EXECUTIVE OFFICER LEXINGTON CORPORATE PROPERTIES TRUST 355 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (NAME AND ADDRESS OF AGENT FOR SERVICE) (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (212) 692-7260) COPIES TO: BARRY A. BROOKS, ESQ. PAUL, HASTINGS, JANOFSKY & WALKER LLP 399 PARK AVENUE, 31ST FLOOR NEW YORK, NEW YORK 10004 (212) 318-6000 ---------------- CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE ---------------- ------------- ------------ ----------------- ---------------- Common Shares of 800,000(3) $ 11.375 (4) $ 9,100,000.00 $ 2,529.80 Beneficial Interest, $.0001 par value Common Shares of 800,000(5) $ 11.375 (4) $ 9,100,000.00 $2,529.80 Beneficial Interest, $.0001 par value
2 (1) Plus such additional number of shares as may be required pursuant to the plans in the event of a stock dividend, stock split, recapitalization or other similar change in the Common Shares. (2) Calculated in accordance with Rule 457 solely for purposes of calculating the registration fee. (3) Represents the maximum number of additional unallocated Common Shares reserved for issuance upon exercise of stock options or award of restricted Common Shares granted or that may be granted in the future under the Registrant's 1993 Stock Option Plan. (4) Represents the average high and low prices of the Common Shares on the New York Stock Exchange on August 18, 1999. (5) Represents the maximum number of unallocated Common Shares reserved for issuance upon exercise of share options granted or that may be granted in the future under the Registrant's 1998 Share Option Plan. 3 EXPLANATORY NOTE This Registration Statement covers (i) an additional 800,000 common shares of beneficial interest, $.0001 par value (the "Common Shares"), of Lexington Corporate Properties Trust (the "Registrant") reserved by the Registrant for issuance upon exercise of share options or award of restricted Common Shares granted or that may be granted in the future under the Registrant's 1993 Stock Option Plan and (ii) 800,000 Common Shares reserved by the Registrant for issuance upon exercise of share options granted or that may be granted in the future under the Registrant's 1998 Share Option Plan. The Registrant's 1993 Stock Option Plan and the 1998 Share Option Plan are referred to herein as the "Plans." Pursuant to Rule 428 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), the Registrant will deliver a prospectus meeting the requirements of Part I of Form S-8, as amended, to all participants in the Plans. 4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are hereby incorporated by reference into this Registration Statement: (a) Annual Report to Shareholders filed on Form 10-K with the Securities and Exchange Commission (the "Commission") on March 5, 1999 (the "Annual Report"). (b) Form 10-Q of the Registrant for the quarterly periods ended March 31, 1999 and June 30, 1999 and the Form 8-K of the Registrant filed August 3, 1999. (c) The material in the section entitled "Description of Common Shares" contained in the Registration Statement on Form S-3 (File No. 49351) filed with the Commission on April 3, 1998. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date hereof and prior to the filing of a post-effective amendment which indicates that the securities offered hereby have been sold or which deregisters all securities covered hereby then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof commencing on the respective dates on which such documents are filed. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any 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. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Declaration of Trust of the Registrant provides that any director or officer of the Registrant shall be indemnified by the Registrant against judgments, penalties, fines, settlements and 1 5 expenses to the full extent that officers and directors are permitted to be indemnified by the laws of the State of Maryland. The foregoing reference is subject to the complete text of the Declaration of Trust and the laws referred to above and is qualified in its entirety by reference thereto. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following Exhibits are filed with the Registration Statement: 5.1 Opinion of Piper & Marbury L.L.P. 23.1 Consent of KPMG LLP. 23.2 Consent of Piper and Marbury L.L.P. (included in Exhibit 5.1). 24.1 Power of Attorney (included in Part II of this Registration Statement). ITEM 9. UNDERTAKINGS. (a) The Registrant 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 the 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and 2 6 (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (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. (b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant'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, (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 issue. 3 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Lexington Corporate Properties Trust 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 New York, State of New York, on August 20, 1999. LEXINGTON CORPORATE PROPERTIES TRUST By: /s/ T. Wilson Eglin -------------------------------------- T. Wilson Eglin President and Chief Operating Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints E. Robert Roskind, Richard J. Rouse and T. Wilson Eglin and his true and lawful attorneys-in-fact and agents, with full powers of substitution and to act without the other, for him and his name, place and stead, in any and all capacities, to sign any or 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 attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to have done in and about the premises, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, 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 their capacities and on the dates indicated.
Signature Title Date --------- ----- ---- Chairman of the Board, Co- /s/ E. Robert Roskind Chief Executive Officer and - ----------------------------- Trustee (Principal Executive E. Robert Roskind Officer) August 20, 1999 /s/ Richard J. Rouse Vice-Chairman, Co-Chief - ----------------------------- Executive Officer and Richard J. Rouse Trustee August 20, 1999
S-1 8
Signature Title Date --------- ----- ---- /s/ T. Wilson Eglin President, Chief Operating - ---------------------------- Officer and Trustee August 20, 1999 T. Wilson Eglin Chief Financial Officer and /s/ Patrick Carroll Treasurer (Principal Financial - ---------------------------- Officer) August 20, 1999 Patrick Carroll Vice President and Secretary /s/ Paul R. Wood (Principal Accounting - ---------------------------- Officer) August 20, 1999 Paul R. Wood /s/ Carl D. Glickman - ---------------------------- Carl D. Glickman Trustee August 20, 1999 /s/ Kevin W. Lynch --------------------------- Kevin W. Lynch Trustee August 20, 1999 /s/ John D. McGurk - ---------------------------- John D. McGurk Trustee August 20, 1999 /s/ Seth M. Zachary - ---------------------------- Seth M. Zachary Trustee August 20, 1999
S-2 9 INDEX TO EXHIBITS EXHIBIT NUMBER PAGE -------------- ---- 5.1 Opinion of Piper & Marbury L.L.P. 23.1 Consent of KPMG L.L.P. 23.2 Consent of Piper and Marbury L.L.P. (included in Exhibit 5.1). 24.1 Power of Attorney (included in Part II of this Registration Statement). E-1 EX-5.1 2 OPINION OF PIPER & MARBURY 1 Exhibit 5.1 [ PIPER & MARBURY L.L.P. LETTERHEAD] August 20, 1999 Lexington Corporate Properties Trust 355 Lexington Avenue New York, New York 10017 Ladies and Gentlemen: We have acted as counsel to Lexington Corporate Properties Trust, a Maryland real estate investment trust (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement") registering 1,600,000 common shares of beneficial interest, par value $.0001 per share ("Common Shares"), covering (i) 800,000 Common Shares reserved for issuance upon exercise of share options or award of restricted Common Shares granted or to be granted in the future under the Company's 1993 Stock Option Plan and (ii) 800,000 Common Shares reserved for issuance upon exercise of share options granted or to be granted in the future under the Company's 1998 Share Option Plan (collectively, the "Plan Shares"). The Company's 1993 Stock Option Plan and 1998 Share Option Plan are referred to herein as the "Plans." This opinion is being furnished to you at your request in connection with the filing of the Registration Statement. In rendering the opinion expressed herein, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Declaration of Trust (as amended) and By-Laws of the Company, the proceedings of the Board of Trustees of the Company or a committee thereof relating to the authorization and issuance of the Plan Shares, a Certificate of the Secretary of the Company (the "Certificate"), and such other statutes, certificates, instruments, and documents relating to the Company and matters of law as we have deemed necessary to the issuance of this opinion. In our examination of the aforesaid documents, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the authenticity of all 2 Lexington Corporate Properties Trust August 20, 1999 Page 2 documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies), and the accuracy and completeness of all public records reviewed by us. In making our examination of documents executed by parties other than the Company, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder, and we have also assumed the due authorization by all requisite action, corporate or other, and the valid execution and delivery by such parties of such documents and the validity, binding effect and enforceability thereof with respect to such parties. As to any facts material to this opinion which we did not independently establish or verify, we have relied solely upon the Certificate. Based upon the foregoing, having regard for such legal considerations as we deem relevant, and limited in all respects to applicable Maryland law, we are of the opinion and advise you that the Plan Shares have been duly authorized, and, upon the issuance and delivery of the Plan Shares in accordance with the terms set forth in the respective Plans and the resolutions authorizing their issuance, the Plan Shares will be validly issued, fully paid, and non-assessable. In addition to the qualifications set forth above, this opinion is subject to the qualification that we express no opinion as to the laws of any jurisdiction other than the State of Maryland. We assume that the issuance of the Plan Shares will not cause the Company to issue Common Shares in excess of the number of such shares authorized by the Company's Declaration of Trust and will not violate any of the Ownership Limit provisions of the Company's Declaration of Trust (as defined in Article Ninth thereof). This opinion concerns only the effect of the laws (exclusive of the securities or "blue sky" laws and the principles of conflict of laws) of the State of Maryland as currently in effect. We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if any facts or circumstances come to our attention after the date hereof that might change this opinion. To the extent that any documents referred to herein are governed by the law of a jurisdiction other than Maryland, we have assumed that the laws of such jurisdiction are the same as the laws of the State of Maryland. 3 Lexington Corporate Properties Trust August 20, 1999 Page 3 This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Legal Opinions" in the Prospectus included in the Registration Statement. In giving our 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/ Piper & Marbury L.L.P. EX-23.1 3 CONSENT OF KPMG LLP 1 Exhibit 23.1 ACCOUNTANTS' CONSENT The Shareholders Lexington Corporate Properties Trust: We consent to the use of our report dated January 25, 1999 with respect to the consolidated financial statements and consolidated financial statement schedule, included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998, incorporated herein by reference. /s/ KPMG LLP New York, New York August 19, 1999 -----END PRIVACY-ENHANCED MESSAGE-----