As filed with the Securities and Exchange Commission on June 17, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SL GREEN REALTY CORP.
(Exact name of registrant as specified in its charter)
| Maryland | 13-3956775 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
| One Vanderbilt Avenue New York, New York | 10017 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Fifth Amended and Restated 2005 Stock Option and Incentive Plan
(Full title of the plan)
Andrew S. Levine
Executive Vice President, Chief Legal Officer, General Counsel and Secretary
SL Green Realty Corp.
One Vanderbilt Avenue
New York, New York 10017
(Name and address of agent for service)
(212) 594-2700
(Telephone number, including area code, of agent for service)
Copy to:
Ettore Santucci, Esq.
Goodwin Procter LLP
100 Northern Ave.
Boston, MA 02210
Telephone: (617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ⌧ | Accelerated filer o | |
| Non-accelerated filer o | Smaller reporting company o | |
| Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
EXPLANATORY NOTE
In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “Commission”) and Rule 428(b)(1), the information specified in Part I of Form S-8 has been omitted from this Registration Statement. This Registration Statement on Form S-8 of SL Green Realty Corp. (the “Company”) is being filed pursuant to General Instruction E of Form S-8 in connection with the registration of an additional 4,500,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), that may be issued pursuant to the Fifth Amended and Restated 2005 Stock Option and Incentive Plan. The contents of the Registration Statements on Form S-8 (Nos. 333-212108, 333-189362, 333-143721 and 333-127014) (the “Prior Equity Plan Registration Statements”), under which 13,375,000 shares of Common Stock were registered for issuance, are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein or in the Prior Equity Plan Registration Statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Company previously filed with the Commission are incorporated by reference in this Registration Statement:
| (a) | Annual Report on Form 10-K for the fiscal year ended December 31, 2021; |
| (b) | Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022; |
| (c) | Current Reports on Form 8-K and 8-K/A, as applicable, dated January 5, 2022, January 6, 2022, January 11, 2022, January 21, 2022, March 7, 2022 and June 1, 2022; and |
| (d) | The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A, filed with the Commission on July 21, 1997, as updated by Exhibit 4.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including any amendments and reports filed for the purpose of updating such description. |
In addition, any and all documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement 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 part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified, superseded or replaced by a statement or information contained in any other subsequently filed document incorporated herein by reference. Any such statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration Statement.
| 2 |
Item 8. Exhibits.
* Filed herewith.
| 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 New York, State of New York, on this 17th day of June, 2022.
| SL Green Realty Corp. | ||
| By: | /s/ Matthew J. DiLiberto | |
| Name: | Matthew J. DiLiberto | |
| Title: | Chief Financial Officer | |
Each person whose signature appears below hereby severally and individually constitutes and appoints Marc Holliday, Andrew S. Levine and Matthew J. DiLiberto and each of them severally, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments (including post-effective amendments) to this Registration Statement, and all instruments necessary or advisable in connection therewith and to file the same with the Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments. This Power of Attorney has been signed on June 17, 2022 by the following persons in the respective capacities indicated below. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
| /s/ Marc Holliday | Chairman of the Board of Directors, Chief Executive Officer and Director (Principal Executive Officer) | June 17, 2022 | ||
| Marc Holliday | ||||
| /s/ Matthew J. DiLiberto | Chief Financial Officer (Principal Financial Officer | June 17, 2022 | ||
| Matthew J. DiLiberto | and Principal Accounting Officer) | |||
| /s/ Andrew W. Mathias | President and Director | June 17, 2022 | ||
| Andrew W. Mathias | ||||
| /s/ Stephen L. Green | Director | June 17, 2022 | ||
| Stephen L. Green | ||||
| /s/ John H. Alschuler, Jr. | Director | June 17, 2022 | ||
| John H. Alschuler, Jr. | ||||
| /s/ Betsy S. Atkins | Director | June 17, 2022 | ||
| Betsy S. Atkins | ||||
| /s/ Carol N. Brown | Director | June 17, 2022 | ||
| Carol N. Brown | ||||
| /s/ Edwin T. Burton, III | Director | June 17, 2022 | ||
| Edwin T. Burton, III |
| 4 |
| /s/ Lauren B. Dillard | Director | June 17, 2022 | ||
| Lauren B. Dillard | ||||
| /s/ Craig M. Hatkoff | Director | June 17, 2022 | ||
| Craig M. Hatkoff | ||||
| /s/ John S. Levy | Director | June 17, 2022 | ||
| John S. Levy |
| 5 |
