As filed with the Securities and Exchange Commission on July 10, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DOUGLAS EMMETT, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 20-3073047 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1299 Ocean Avenue, Suite 1000
Santa Monica, California 90401
(310) 255-7700
(Address of Principal Office and Zip Code)
DOUGLAS EMMETT, INC. 2016 OMNIBUS STOCK INCENTIVE PLAN
(As Amended May 28, 2020)
(Full title of the plan)
Peter D. Seymour
Chief Financial Officer
1299 Ocean Avenue, Suite 1000
Santa Monica, California 90401
(Name and address of agent for service)
(310) 255-7700
(Telephone number, including area code, of agent for service)
Copy to:
Ben D. Orlanski
Proskauer Rose LLP
2029 Century Park East, Suite 2400
Los Angeles, California 90067
(310) 557-2900
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 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 | x | Accelerated filer | ¨ | |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |
| Emerging growth company | ¨ |
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 13(a) of the Exchange Act. ¨
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee(2) | |||||||
| Common Stock, $0.01 par value per share | 9,500,000 shares | $29.26 | $277,970,000.00 | $36,080.51 |
(1) | Represents additional shares of common stock, par value $0.01 per share, that are available to be delivered under the Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan (amended May 28, 2020), as approved by the registrant’s stockholders at its Annual Meeting of Stockholders on May 28, 2020. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers any additional securities to be offered or issued in connection with a stock split, stock dividend or similar transaction. |
| (2) | Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 solely for purposes of calculating the amount of registration fee, based upon the average of the high and low prices of the registrant’s common stock reported on July 9 2020, as reported on the New York Stock Exchange. |
EXPLANATORY NOTE
This registration statement on Form S-8 is filed pursuant to General Instruction E of Form S-8. On May 28, 2020, the stockholders of Douglas Emmett, Inc. approved an amendment to the Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan (the “2016 Plan”) to, among other things, increase by 9,500,000 the number of common shares, par value $0.01 per share, with respect to which the registrant may make awards under the 2016 Plan. The contents of the registrant’s registration statement on Form S-8 filed on June 20, 2016 (File No. 333-212129) relating to the 2016 Plan are incorporated herein by reference and made a part hereof.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended, is not required to be filed with the Securities and Exchange Commission, or SEC, and is omitted from this registration statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The SEC allows us to “incorporate by reference” information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except for any information superseded by information in this registration statement.
The following documents filed by our company with the SEC are incorporated herein by reference:
· Our Annual Report on Form 10-K filed on February 14, 2020 (including information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A for our 2020 annual meeting of stockholders filed on April 17, 2020);
· Our Quarterly Report on Form 10-Q filed on May 8, 2020;
· Current Reports on Form 8-K filed on May 29, 2020, May 1, 2020, and March 23, 2020;
· All other reports (other than portions of Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein) filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2019; and
All reports (other than portions of Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein) filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, or the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
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Item 8. Exhibits.
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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 Santa Monica, State of California, on this 10th day of July, 2020.
| DOUGLAS EMMETT, INC. | ||
| /s/ Jordan L. Kaplan | ||
| Name: | Jordan L. Kaplan | |
| Title: | President and CEO | |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Dan A. Emmett and Jordan L. Kaplan, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her 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 any registration statement filed pursuant to Rule 462 under the Securities Act of 1933), 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, and each of them, 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 he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her 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 below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jordan L. Kaplan | President, CEO and Director (Principal Executive Officer) | July 10, 2020 | ||
| Jordan L. Kaplan | ||||
| /s/ Peter D. Seymour | Chief Financial Officer (Principal Financial and Accounting Officer) | July 10, 2020 | ||
| Peter D. Seymour | ||||
| /s/ Dan A. Emmett | Chairman of the Board of Directors | July 10, 2020 | ||
| Dan A. Emmett | ||||
| /s/ Kenneth M. Panzer | Chief Operating Officer and Director | July 10, 2020 | ||
| Kenneth M. Panzer | ||||
| /s/ Christopher H. Anderson | Director | July 10, 2020 | ||
| Christopher H. Anderson | ||||
| /s/ Leslie E. Bider | Director | July 10, 2020 | ||
| Leslie E. Bider | ||||
| /s/ Dr. David T. Feinberg | Director | July 10, 2020 | ||
| Dr. David T. Feinberg | ||||
| /s/ Thomas E. O’Hern | Director | July 10, 2020 | ||
| Thomas E. O’Hern |
| 4 |
| /s/ William E. Simon, Jr. | Director | July 10, 2020 | ||
| William E. Simon, Jr. | ||||
| /s/ Virginia A. McFerran | Director | July 10, 2020 | ||
| Virginia A. McFerran | ||||
| /s/ Johnese M. Spisso | Director | July 10, 2020 | ||
| Johnese M. Spisso | ||||
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