As filed with the Securities and Exchange Commission on June 4, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MACERICH COMPANY
(Exact name of registrant as specified in its charter)
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| Maryland | | 95-4448705 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
401 Wilshire Boulevard, Suite 700
Santa Monica, California 90401
(Address of principal executive offices, including zip code)
THE MACERICH COMPANY EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Thomas E. O’Hern
Chief Executive Officer
The Macerich Company
401 Wilshire Boulevard, Suite 700
Santa Monica, California 90401
(310) 394-6000
(Name and address of agent for service; telephone number, including area code, of agent for service)
Copies to:
Ettore A. Santucci, Esq.
David H. Roberts, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
Tel: (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.
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered | | Amount to be Registered (1)(2) | | Proposed Maximum Offering Price Per Share (3) | | Proposed Maximum Aggregate Offering Price (3) | | Amount of Registration Fee |
Common Stock, par value $0.01 per share | | 500,000 | | $15.91 | | $7,955,000 | | $867.89 |
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| (1) | This Registration Statement relates to 500,000 shares of common stock, par value $0.01 per share (“Common Stock”), of The Macerich Company (the “Company”) available for issuance under The Macerich Company Employee Stock Purchase Plan (as amended and restated, the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover such indeterminate number of additional shares of Common Stock as may be required pursuant to the Plan in the event of a stock split, stock dividend, recapitalization or similar transactions. |
| (2) | The Company previously filed a Registration Statement on Form S-8 (File No. 333-108193) on August 25, 2003 registering the issuance of 791,117 (as adjusted due to stock dividend pursuant to Rule 416(a) under the Securities Act) shares of Common Stock under the Plan. By filing this Registration Statement in accordance with Instruction E to Form S-8, the Company registers the issuance of the 500,000 additional shares of Common Stock approved for issuance under the Plan at the Company’s Annual Meeting of Stockholders held on May 28, 2021. |
| (3) | Calculated solely for the purpose of computing the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act based on the average of the high and the low sales prices of shares of the Company’s Common Stock as reported on the New York Stock Exchange on May 27, 2021. |
