AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ONE LIBERTY PROPERTIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
MARYLAND
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(State or Other Jurisdiction of Incorporation or Organization)
13-3147497
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(I.R.S. Employer Identification No.)
60 CUTTER MILL ROAD, GREAT NECK, NY 11021
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(Address of Principal Executive Offices) (Zip Code)
ONE LIBERTY PROPERTIES, INC. 1989 STOCK OPTION PLAN
ONE LIBERTY PROPERTIES, INC. 1996 STOCK OPTION PLAN
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(Full Title of the Plans)
Mark H. Lundy
ONE LIBERTY PROPERTIES, INC.
60 CUTTER MILL ROAD
GREAT NECK, NY 11021
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(Name and Address of Agent for Service)
(516) 466-3100
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
to be registered registered (1) price per share (2) offering price (2) Registration fee
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Common Stock, 257,600 $15.33 $3,949,008 $363.30
par value $1.00
per share
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(1) Includes 44,500 shares of Common Stock issuable upon exercise of stock
options granted under the 1989 Stock Option Plan, 128,100 shares of Common Stock
issuable upon the exercise of the options granted under the 1996 Stock Option
Plan and 85,000 shares of Common Stock authorized for grant under the 1996 Stock
Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h)(1) promulgated under the Securities Act of 1933, and
based on the average high and low price of Common Stock on the American Stock
Exchange on June 18, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by One Liberty Properties, Inc., a real
estate investment trust incorporated under the laws of the State of Maryland
(the "Company"), with the Securities and Exchange Commission (the "SEC") and are
incorporated herein by reference (File No 0-11083):
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2001;
2. Quarterly Report on Form 10-Q for the three months ended March 31, 2002;
3. Current Report on Form 8-K filed on April 22, 2002; and
4. The description of the Company's Common Stock, par value $1.00 per share,
contained in the Registration Statement on Form 8-A filed on September 18,
1989.*
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* A description of the Company's Common Stock is also contained in Registration
Statement on Form S-2 (Registration No. 333-86850) declared effective by the SEC
on May 24, 2002.
In addition, all documents filed subsequent to the date hereof by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from their respective dates of filing; provided, however, that the
documents enumerated above or subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made hereby is in effect prior to the filing with the
Commission of the Registrant's Annual Report on Form 10-K covering such year
shall not be incorporated by reference herein or be a part hereof from and after
the filing of such Annual Report on Form 10-K.
Any statement contained in a document 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 herein or in any other subsequently
filed document which also is incorporated by reference herein modified or
superseded such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Simeon Brinberg and Mark H. Lundy, members of the firm of Brinberg & Lundy,
which firm has provided an opinion with respect to the shares being registered
by this Registration Statement, are officers and shareholders of the Company and
hold options under the Plans.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's charter obligates it to indemnify its directors and officers to
the maximum extent permitted by Maryland law. The Maryland General Corporation
Law ("MGCL") permits a corporation to indemnify its present and former directors
and officers against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by them in connection with any proceeding to which
they may be a party by reason of their service in those or other capacities,
unless it is established that (1) the act or omission of the director or officer
was material to the matter giving rise to the proceeding and (a) was committed
in bad faith, or (b) was the result of active and deliberate dishonesty, or (2)
the director or officer actually received an improper personal benefit in money,
property or services, or (3) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission was
unlawful.
The MGCL permits the charter of a Maryland corporation to include a provision
limiting the liability of its directors and officers to the corporation and its
stockholders for money damages, except to the extent that (1) it is proved that
the person actually received an improper benefit or profit in money, property or
services, or (2) a judgment or other final adjudication is entered in a
proceeding based on a finding that the person's action, or failure to act, was
the result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding. The Registrant's charter provides for
elimination of the liability of its directors and officers to the Registrant or
its stockholders for money damages to the maximum extent permitted by Maryland
law from time to time.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15 (d) of the Securities
Exchange Act of 1934 this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be in the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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 Village of Great Neck Plaza, State of New York, on this 19
day of June, 2002.
ONE LIBERTY PROPERTIES, INC.
/s/ Jeffrey Fishman
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Jeffrey Fishman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jeffrey Fishman, with the power of substitution,
his or her attorney-in-fact, to sign any amendments to this Registration
Statement and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his or her
substitute, may do or choose to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
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/s/ Fredric H. Gould Chairman of the Board June 19, 2002
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/s/ Jeffrey Fishman President and Chief Executive June 19, 2002
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/s/ Patrick J. Callan, Jr. Director June 19, 2002
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/s/ Joseph Amato Director June 19, 2002
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/s/ Charles Biederman Director June 19, 2002
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/s/ James Burns Director June 19, 2002
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/s/ Arthur Hurand Director June 19, 2002
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/s/ Jeffrey Gould Director June 19, 2002
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/s/ Matthew Gould Director June 19, 2002
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/s/ David W. Kalish Vice President and June 19, 2002
Chief Financial Officer
and Principal Accounting
Officer
EXHIBIT INDEX.
Exhibit No.
4.1* One Liberty Properties, Inc. 1989 Stock Option Plan
4.2* One Liberty Properties, Inc. 1996 Stock Option Plan
4.3* Form of Common Stock Certificate
5.1 Opinion of Brinberg & Lundy
23.1 Consent of Brinberg & Lundy (included in its opinion filed as
Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP, independent auditors 24.1 Powers of
Attorney (included on the signature page of this Registration
Statement)
*Previously filed as an Exhibit to the Registrant's Registration Statement on
Form S-2, Registration No. 333-86850, declared effective on May 24, 2002 and
incorporated herein by reference.
Exhibit 5.1
BRINBERG & LUNDY
60 CUTTER MILL ROAD
SUITE 303
GREAT NECK, NY 11021
Telephone (516) 466-3100
Facsimile: (516) 466-3132
June 19, 2002
ONE LIBERTY PROPERTIES, INC.
60 Cutter Mill Road
Suite 303
Great Neck, NY 11021
RE: 1989 and 1996 STOCK OPTION PLANS
REGISTRATION STATEMENT on FORM S-8
Gentlemen:
In our capacity as counsel to One Liberty Properties, Inc., a Maryland
corporation ("OLP"), we have been requested to render this opinion in connection
with a Registration Statement on Form S-8 (the "Registration Statement") filed
by OLP with the Securities and Exchange Commission under the Securities Act of
1933, as amended, covering an aggregate of 257,600 shares (the "Shares") of
Common Stock of OLP, $1.00 par value per share (the "Common Stock"), issuable
upon the exercise of stock options (the "Options") granted or to be granted
under the 1989 and 1996 Stock Option Plans of One Liberty Properties, Inc.
In furnishing our opinion, we have examined the Certificate of Incorporation of
OLP, as amended, the By-Laws of OLP, as amended, and such other instruments and
documents as we have deemed relevant and necessary as the basis for our opinion
expressed herein. We have examined originals or certified, conformed, or
photostatic copies of all documents, the authenticity of which has been
established to our satisfaction. In all such examinations, we have assumed the
genuineness of all signatures on original and certified documents, and the
conformity to executed documents of all executed copies submitted to us as
conformed or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that the Shares
issuable upon exercise of the Options have been duly authorized and, when paid
for and issued in accordance with the terms of the Options and the respective
plans, will be legally issued, fully paid and non-assessable.
Simeon Brinberg and Mark H. Lundy, members of this firm, are officers and
directors of OLP and hold options granted under the Plans.
We hereby consent to use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Brinberg & Lundy
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 and 1989 Stock Option Plans of One Liberty
Properties, Inc. of our report dated March 1, 2002, with respect to the
consolidated financial statements and schedule of the Company included in its
Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the
Securities and Exchange Commission.
s/Ernst & Young LLP
Great Neck, New York
June 19, 2002