As filed with the Securities and Exchange Commission on March 19, 2004
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HERITAGE PROPERTY INVESTMENT TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND
(State or Other Jurisdiction of Incorporation or Organization)
04-3474810
(I.R.S. Employer Identification No.)
| 131 Dartmouth Street, Boston, | MA 02116 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Heritage Property Investment Trust, Inc. Amended and Restated 2000 Equity Incentive Plan
(Full Title of the Plan)
Thomas C. Prendergast
President and Chief Executive Officer
Heritage Property Investment Trust, Inc.
131 Dartmouth Street
Boston, MA 02116
(Name and Address of Agent for Service)
(617) 247-2200
Telephone Number, Including Area Code, of Agent For Service
with copies to:
Stephen H. Faberman, Esq.
Vice President, Corporate Counsel and Secretary
Heritage Property Investment Trust, Inc.
131 Dartmouth Street
Boston, MA 02116
Telephone: (617) 247-2200
CALCULATION OF REGISTRATION FEE
| Title Of Securities To Be Registered | Amount To Be Registered | Proposed Maximum Offering Price Per Share (1) | Proposed Maximum Aggregate Offering Price | Amount Of Registration Fee | ||||
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par value per share | 2,100,000 | $31.23 | $65,583,000 | $8,310(2) | ||||
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement of Heritage Property Investment Trust, Inc. (the "Company") incorporates by reference the contents of the Company's previous registration statement on Form S-8 dated August 13, 2002 (No. 333-97993) covering 3,600,000 of the Company's shares of common stock, $.001 par value per share (the "Common Shares"), issuable upon the award of stock grants and the exercise of stock options granted under the Heritage Property Investment Trust, Inc. Amended and Restated 2000 Equity Incentive Plan (the "Plan").
On May 9, 2003, the Plan was amended to increase the number of Common Shares issuable under the Plan from 3,600,000 to 5,700,000 shares. The total number of Common Shares currently registered for issuance pursuant to the Plan is 3,600,000 and this registration statement covers the additional 2,100,000 Common Shares to be registered hereunder.
See Exhibit Index incorporated herein by reference.
[Remainder of Page Intentionally Left Blank]
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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 Boston, State of Massachusetts, on this 19th day of March 2004.
| HERITAGE PROPERTY INVESTMENT TRUST, INC. | |||
By: | /s/ THOMAS C. PRENDERGAST Thomas C. Prendergast President and Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below hereby appoints Thomas C. Prendergast his/her true and lawful attorney-in-fact with the authority to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this Registration Statement on Form S-8 necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the Registration Statement as the aforesaid attorney-in-fact executing the same deems appropriate.
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 dates indicated.
| Signature | Title | Date | ||
|---|---|---|---|---|
| /s/ THOMAS C. PRENDERGAST Thomas C. Prendergast | President and Chief Executive Officer, Director (principal executive officer) | March 19, 2004 | ||
/s/ DAVID G. GAW David G. Gaw | Senior Vice President, Chief Financial Officer and Treasurer (principal financial officer) | March 19, 2004 | ||
/s/ PATRICK O'SULLIVAN Patrick O'Sullivan | Vice President of Finance and Assistant Treasurer (principal accounting officer) | March 19, 2004 | ||
/s/ JOSEPH L. BARRY Joseph L. Barry | Director | March 19, 2004 | ||
/s/ DAVID W. LAUGHTON David W. Laughton | Director | March 19, 2004 | ||
/s/ WILLIAM M. VAUGHN, III William M. Vaughn, III | Director | March 19, 2004 | ||
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/s/ BERNARD CAMMARATA Bernard Cammarata | Director | March 19, 2004 | ||
/s/ ROBERT J. WATSON Robert J. Watson | Director | March 19, 2004 | ||
/s/ KENNETH K. QUIGLEY, JR. Kenneth K. Quigley, Jr. | Director | March 19, 2004 | ||
Kevin C. Phelan | Director | March , 2004 | ||
/s/ RICHARD C. GARRISON Richard C. Garrison | Director | March 19, 2004 |
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| Exhibit No. | Description of Documents | | ||
|---|---|---|---|---|
| 4.1 | Articles of Amendment and Restatement (Third) of the Registrant. (Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-11 (Registration No. 333-69118), filed on September 7, 2001, as amended.) | — | ||
4.2 | Amended and Restated By-Laws of the Registrant. (Incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-11 (Registration No. 333-69118), filed on September 7, 2001, as amended.) | — | ||
4.3 | Heritage Property Investment Trust, Inc. Amended and Restated 2000 Equity Incentive Plan. (Incorporated by reference to Exhibit 10.8 to the Registrant's Annual Report on Form 10-K, filed on March 12, 2004.) | — | ||
5 | Opinion of Venable LLP with respect to the legality of the shares being registered. | — | ||
23.1 | Consent of Venable LLP (included in Exhibit 5) | — | ||
23.2 | Consent of KPMG LLP. | — | ||
24 | Power of Attorney (included on the signature pages of this Registration Statement). | — |
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