File No. 001-37819
As filed with the Securities and Exchange Commission on September 2, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Parkway, Inc.
(Exact name of Registrant as specified in its charter)
| Maryland | 61-1796261 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer Identification No.) | |
Bank of America Center 390 North Orange Avenue, Suite 2400 Orlando, Florida | 32801 | |
| (Address of principal executive offices) | (Zip Code) | |
(407) 650-0593
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
| Common Stock, par value $.001 per share | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference herein.
| Item 1. | Business. |
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Separation, the UPREIT Reorganization and the Distribution,” “Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business and Properties,” “Management,” “Certain Relationships and Related Person Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
| Item 1A. | Risk Factors. |
The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.
| Item 2. | Financial Information. |
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary—Summary Historical Combined Financial Data,” “Capitalization,” “Unaudited Pro Forma Combined Financial Statements,” “Selected Historical Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” and the statements referenced therein. Those sections are incorporated herein by reference.
| Item 3. | Properties. |
The information required by this item is contained under the sections of the information statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business and Properties—Significant Properties.” That section is incorporated herein by reference.
| Item 4. | Security Ownership of Certain Beneficial Owners and Management. |
The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.
| Item 5. | Directors and Executive Officers. |
The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.
| Item 6. | Executive Compensation. |
The information required by this item is contained under the sections of the information statement entitled “Management” and “Executive and Director Compensation.” That section is incorporated herein by reference.
| Item 7. | Certain Relationships and Related Transactions, and Director Independence. |
The information required by this item is contained under the sections of the information statement entitled “Management” and “Certain Relationships and Related Person Transactions.” Those sections are incorporated herein by reference.
| Item 8. | Legal Proceedings. |
The information required by this item is contained under the section of the information statement entitled “Business and Properties—Legal Proceedings.” That section is incorporated herein by reference.
| Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters. |
The information required by this item is contained under the sections of the information statement entitled “Risk Factors,” “The Separation, the UPREIT Reorganization and the Distribution,” “Dividend Policy,” “Capitalization,” “Executive and Director Compensation” and “Description of Our Capital Stock.” Those sections are incorporated herein by reference.
| Item 10. | Recent Sales of Unregistered Securities. |
The information required by this item is contained under the sections of the information statement entitled “Description of Material Indebtedness” and “Description of Our Capital Stock—Sale of Unregistered Securities.” Those sections are incorporated herein by reference.
| Item 11. | Description of Registrant’s Securities to be Registered. |
The information required by this item is contained under the sections of the information statement entitled “Risk Factors,” “Dividend Policy,” “The Separation, the UPREIT Reorganization and the Distribution” and “Description of Our Capital Stock.” Those sections are incorporated herein by reference.
| Item 12. | Indemnification of Directors and Officers. |
The information required by this item is contained under the section of the information statement entitled “Description of Our Capital Stock—Indemnification of Directors and Executive Officers.” Those sections are incorporated herein by reference.
| Item 13. | Financial Statements and Supplementary Data. |
The information required by this item is contained under the section of the information statement entitled “Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” and the financial statements referenced therein. That section is incorporated herein by reference.
| Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
None.
| Item 15. | Financial Statements and Exhibits. |
(a) Financial Statements
The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements” and the financial statements referenced therein. That section is incorporated herein by reference.
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(b) Exhibits
See below.
The following documents are filed as exhibits hereto:
Exhibit | Exhibit Description | |
2.1 | Form of Separation and Distribution Agreement, by and among Cousins Properties Incorporated, Cousins Properties LP, Parkway Properties, Inc., Parkway Properties LP and Parkway, Inc.* | |
3.1 | Form of Articles of Amendment and Restatement of Parkway, Inc.* | |
3.2 | Form of Amended and Restated Bylaws of Parkway, Inc.* | |
10.1 | Form of Agreement of Limited Partnership of Parkway Operating Partnership LP.* | |
10.2 | Second Amended and Restated Agreement of Limited Partnership of Parkway Properties, LP, dated as of February 27, 2013 (incorporated by reference to Exhibit 10.1 to Parkway Properties, Inc.’s Form 8-K filed February 27, 2013). | |
10.3 | Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Parkway Properties LP, dated as of December 19, 2013, between Parkway Properties, Inc. and Parkway Properties General Partners Inc. (incorporated by reference to Exhibit 10.1 to Parkway Properties, Inc.’s Form 8-K filed December 24, 2013). | |
10.4 | Amendment No. 2 to the Second Amended and Restated Agreement of Limited Partnership of Parkway Properties LP, dated as of December 31, 2014, between Parkway Properties, Inc. and Parkway Properties General Partners Inc. (incorporated by reference to Exhibit 10.20 to Parkway Properties, Inc.’s Form 10-K for the year ended December 31, 2014). | |
10.5 | Amendment No. 3 to the Second Amended and Restated Agreement of Limited Partnership of Parkway Properties LP, dated as of December 31, 2015, between Parkway Properties, Inc. and Parkway Properties General Partners Inc. (incorporated by reference to Exhibit 10.19 to Parkway Properties, Inc.’s Form 10-K for the year ended December 31, 2015). | |
10.6 | Letter Agreement, dated April 28, 2016, by and among Parkway Properties, Inc., Parkway Properties LP, James A. Thomas, The Lumbee Clan Trust, Thomas Partners, Inc., Thomas Investment Partners, Ltd. and Thomas-Pastron Family Partnership, L.P (incorporated by reference to Exhibit 10.01 to Parkway Properties, Inc.’s Form 8-K filed April 29, 2016). | |
10.7 | Tax Protection Agreement dated as of December 19, 2013 by and among Thomas Properties Group, L.P., James A. Thomas, individually and as Trustee of the Lumbee Clan Trust, and the other persons listed on the signature pages thereto (incorporated by reference to Exhibit 10.2 to Parkway Properties, Inc.’s Form 8-K filed December 24, 2013). | |
10.8 | Tax Protection Agreement dated as of October 13, 2004 by and among Thomas Properties Group, L.P., James A. Thomas, individually and as Trustee of the Lumbee Clan Trust, and the persons listed on the signature pages thereto (incorporated by reference to Exhibit F to Thomas Properties Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2004 filed on November 22, 2004). | |
10.9 | Registration Rights Agreement, dated October 13, 2004, by and among Thomas Properties Group, Inc., Thomas Properties Group, LP, and the holders of limited partnership interests of Thomas Properties Group, LP party thereto (incorporated by reference to Exhibit 10.13 to Thomas Properties Group, Inc.’s Form 10-Q for the quarter ended September 30, 2004). | |
10.10 | Form of Transition Services Agreement, by and among Cousins Properties Incorporated, Cousins Properties LP, Parkway Properties, Inc., Parkway Properties LP and Parkway, Inc.* | |
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Exhibit | Exhibit Description | |
10.11 | Form of Tax Matters Agreement, by and among Cousins Properties Incorporated, Cousins Properties LP, Parkway Properties, Inc., Parkway Properties LP and Parkway, Inc.* | |
10.12 | Form of Employee Matters Agreement, by and among Cousins Properties Incorporated, Cousins Properties LP, Parkway Properties, Inc., Parkway Properties LP and Parkway, Inc.* | |
10.13 | Form of Stockholders Agreement, by and among Parkway, Inc., TPG VI Pantera Holdings, L.P. and TPG VI Management, LLC.* | |
10.14 | Employment Agreement, dated as of July 8, 2013, by and between Parkway Properties, Inc. and James R. Heistand (incorporated by reference to Exhibit 10.1 to Parkway Properties, Inc.’s Form 8-K filed July 12, 2013). | |
10.15 | Amendment to Employment Agreement, dated as of June 15, 2015, by and between Parkway Properties, Inc. and James R. Heistand (incorporated by reference to Exhibit 10.1 to Parkway Properties, Inc.’s Form 8-K filed June 17, 2015). | |
10.16 | Waiver to Employment Agreement, by and among Parkway Properties, Inc., Cousins Properties Incorporated and James R. Heistand, dated as of April 28, 2016 (incorporated by reference to Exhibit 10.2 to Parkway Properties, Inc.’s Form 8-K filed April 29, 2016). | |
10.17 | Amendment Number Two to the Employment Agreement, dated as of July 7, 2016, by and between Parkway Properties, Inc. and James R. Heistand (incorporated by reference to Exhibit 10.1 to Parkway Properties, Inc.’s Form 8-K filed July 11, 2016). | |
10.18 | Employment Agreement, dated as of October 25, 2013, by and between Parkway Properties, Inc. and M. Jayson Lipsey (incorporated by reference to Exhibit 10.2 to Parkway Properties, Inc.’s Form 8-K filed October 31, 2013). | |
10.19 | Amendment to Employment Agreement, dated as of June 15, 2015, by and between Parkway Properties, Inc. and M. Jayson Lipsey (incorporated by reference to Exhibit 10.3 to Parkway Properties, Inc.’s Form 8-K filed June 17, 2015). | |
10.20 | Waiver to Employment Agreement, by and among Parkway Properties, Inc., Cousins Properties Incorporated and M. Jayson Lipsey, dated as of April 28, 2016 (incorporated by reference to Exhibit 10.3 to Parkway Properties, Inc.’s Form 8-K filed April 29, 2016). | |
10.21 | Employment Agreement, dated as of December 22, 2014, by and between Parkway Properties, Inc. and Scott E. Francis (incorporated by reference to Exhibit 10.48 to Parkway Properties, Inc.’s Form 10-K for the year ended December 31, 2014). | |
10.22 | Amendment to Employment Agreement, dated as of June 15, 2015, by and between Parkway Properties, Inc. and Scott E. Francis (incorporated by reference to Exhibit 10.6 to Parkway Properties, Inc.’s Form 8-K filed June 17, 2015). | |
10.23 | Waiver to Employment Agreement, by and among Parkway Properties, Inc., Cousins Properties Incorporated and Scott E. Francis, dated as of April 28, 2016 (incorporated by reference to Exhibit 10.4 to Parkway Properties, Inc.’s Form 8-K filed April 29, 2016). | |
10.24 | Employment Agreement, dated as of December 22, 2014, by and between Parkway Properties, Inc. and Jason A. Bates (incorporated by reference to Exhibit 10.49 to Parkway Properties, Inc.’s Form 10-K for the year ended December 31, 2014). | |
10.25 | Amendment to Employment Agreement, dated as of June 15, 2015, by and between Parkway Properties, Inc. and Jason A. Bates (incorporated by reference to Exhibit 10.5 to Parkway Properties, Inc.’s Form 8-K filed June 17, 2015). | |
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Exhibit | Exhibit Description | |
10.26 | Waiver to Employment Agreement, by and among Parkway Properties, Inc., Cousins Properties Incorporated and Jason A. Bates, dated as of April 28, 2016 (incorporated by reference to Exhibit 10.5 to Parkway Properties, Inc.’s Form 8-K filed April 29, 2016). | |
10.27 | Credit Agreement.* | |
10.28 | Indemnification Agreement, by and between Parkway, Inc. and James R. Heistand.* | |
10.29 | Indemnification Agreement, by and between Parkway, Inc. and M. Jayson Lipsey.* | |
10.30 | Indemnification Agreement, by and between Parkway, Inc. and Scott E. Francis.* | |
10.31 | Indemnification Agreement, by and between Parkway, Inc. and Jason A. Bates.* | |
10.32 | Indemnification Agreement, by and between Parkway, Inc. and James A. Thomas.* | |
10.33 | Indemnification Agreement, by and between Parkway, Inc. and R. Dary Stone.* | |
10.34 | Indemnification Agreement, by and between Parkway, Inc. and James H. Hance, Jr.* | |
10.35 | Indemnification Agreement, by and between Parkway, Inc. and Craig B. Jones.* | |
10.36 | Indemnification Agreement, by and between Parkway, Inc. and Frank J. Johnson, III.* | |
10.37 | Indemnification Agreement, by and between Parkway, Inc. and Avi Banyasz.* | |
10.38 | Parkway, Inc. and Parkway Operating Partnership LP 2016 Omnibus Equity Incentive Plan.* | |
21.1 | Subsidiaries of Parkway, Inc.* | |
99.1 | Information Statement of Parkway, Inc., preliminary and subject to completion, dated June 30, 2016.** | |
| * | To be filed by amendment. |
| ** | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Parkway, Inc. | ||
| By: | /s/ James R. Heistand | |
| Name: | James R. Heistand | |
| Title: | President and Chief Executive Officer | |
Date: September 2, 2016
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