SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SECURITY CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3003070
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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THREE PICKWICK PLAZA, SUITE 310
GREENWICH, CONNECTICUT 06830-5540
(203) 625-0770
(Address of Principal Executive Offices and Zip Code)
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2000 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
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BRIAN D. FITZGERALD
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER
AND PRESIDENT
SECURITY CAPITAL CORPORATION
THREE PICKWICK PLAZA, SUITE 310
GREENWICH, CONNECTICUT 06830-5540
(203) 625-0770
(Name and Address of Agent For Service)
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COPIES TO:
CHRISTOPHER T. JENSEN, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
(212) 309-6000
FAX: (212) 309-6273
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CALCULATION OF REGISTRATION FEE
============================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE PRICE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) SHARE PRICE FEE (3)
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Company's Class A Common Stock,
$.01 par value 966,346 shares $6.125(2) $5,918,869.25 $1,479.72
============================================================================================
(1) Pursuant to Rule 416(a), the number of shares being registered shall
include an indeterminate number of additional shares of Class A Common
Stock which may become issuable as a result of stock splits, stock
dividends, or similar transactions in accordance with the anti-dilution
provisions of the 2000 Long-Term Incentive Plan.
(2) Calculated pursuant to Rule 457(h) for the purpose of determining the
registration fee, based upon the price at which outstanding options under
the 2000 Long-Term Incentive Plan may be exercised.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended (the "Securities Act"), as follows: proposed maximum aggregate
offering price multiplied by .000250.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act and the Explanatory Note to Part I of this Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by us with the Securities and Exchange
Commission (the "SEC") are incorporated by reference into this Registration
Statement:
(a) The description of our Class A Common Stock, par value $.01 per
share, contained in our Registration Statement on Form 8-A (File No. 001-07921)
filed with the SEC on April 9, 1999, including any amendment or report filed for
the purpose of updating such description.
(b) Our Annual Report on Form 10-K filed with the SEC on March 30, 2000.
(c) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 filed with the SEC on May 15, 2000.
(d) Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000
filed with the SEC on August 14, 2000.
(e) Our Quarterly Report on Form 10-Q for the quarter ended September 30,
2000 filed with the SEC on November 16, 2000.
(f) Our Currrent Reports on Form 8-K filed on December 20, 2000 and
January 5, 2001.
All reports and other documents subsequently filed by us pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered 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 a part hereof from the date
of filing of such documents.
Any statement contained herein or in a document all or a portion of which
is 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 herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes
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.
EXPERTS
The consolidated financial statements incorporated in this Registration
Statement by reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1999 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing. The
financial statements of Health Power, Inc. included in our Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 5, 2001
and incorporated by reference in this Registration Statement, have been audited
by PricewaterhouseCoopers LLP, independent auditors, as indicated in their
report with respect thereto, and are included in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Amended and Restated Certificate of Incorporation limits, to the
maximum extent permitted under Delaware law, the personal liability of directors
and officers for monetary damages for breach of their fiduciary duties as
directors and officers, except in certain circumstances involving certain
wrongful acts, such as a breach of the director's duty of loyalty or acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law.
Section 145 of the Delaware General Corporation Law permits us to
indemnify officers, directors or employees against expenses, including
attorney's fees, judgments, fines and amounts paid in settlement in connection
with legal proceedings if the officer, director or employee acted in good faith
and in a manner reasonably believed to be in or not opposed to our best
interests and, with respect to any criminal act or proceeding, if he or she had
no reasonable cause to believe his or her conduct was unlawful. Indemnification
is not permitted as to any matter as to which the person is adjudged to be
liable unless, and only to the extent that, the court in which such action or
suit was brought upon application determines that, despite the adjudication of
liability, but in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper. Individuals who successfully defend such an action are entitled to
indemnification against expenses reasonably incurred in connection with the
action.
Our By-Laws, as amended, require us to indemnify directors and officers
against, to the fullest extent permitted by law, liabilities which they may
incur under the circumstances described in the preceding paragraph.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
Item 8. EXHIBITS.
EXHIBIT DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of Security
Capital Corporation (incorporated by reference to Exhibit 2 to
the Registrant's Current Report on Form 8-K dated June 1990)
and amendment thereto (incorporated by reference to Exhibit 1
to the Registrant's Current Report on Form 8-K dated February
23, 1994).
4.2 Certificate of Amendment dated March 27, 1996 to Amended and
Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1A to the Registrant's
Annual Report on Form 10-K for the fiscal year ended September
30, 1996).
4.3 Certificate of Amendment dated March 27, 1996 to Amended and
Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1B to the Registrant's
Annual Report on Form 10-K for the fiscal year ended September
30, 1996).
4.4 By-Laws of Security Capital Corporation, as amended
(incorporated by reference to Exhibit 3.2 to Amendment No.
1 to the Registrant's Registration Statement on Form S-1
(Reg. No. 33-74680) filed on March 18, 1994).
4.5 Security Capital Corporation's 2000 Long-Term Incentive
Plan.
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
5).
24 Powers of Attorney (included on page 5 of this Registration
Statement).
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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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement. Notwithstanding the foregoing,
any increase or decresase in the volume of securities offered (if
the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
the prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of the Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
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 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, each such 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 a 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 SEC such indemnification
is against public policy as expressed in the Securities Act 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 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Greenwich, State of Connecticut, on the 6th day of
February, 2001.
Security Capital Corporation
By:/S/ BRIAN D. FITZGERALD
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Brian D. Fitzgerald
Chairman of the Board, Chief
Executive Officer and President
Know all persons by these presents, each person whose signature appears
below constitutes and appoints Brian D. Fitzgerald, A. George Gebauer and
William R. Schlueter and each of them, with full power to act without, the other
such person's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any and all other documents and
instruments incidental thereto, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their or his 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 individuals in the
capacities and on the date or dates indicated.
/S/ BRIAN D. FITZGERALD Chairman of the Board, February 6, 2001
- ------------------------------ Chief Executive Officer
Brian D. Fitzgerald and President (Principal
Executive Officer)
S/ A. GEORGE GEBAUER Vice Chairman of the February 6, 2001
- --------------------------- Board and Secretary
A. George Gebauer
/S/ WILLIAM R. SCHLUETER Vice President and Chief February 6, 2001
- ------------------------------ Financial Officer
William R. Schlueter (Principal Financial and
Accounting Officer)
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/S/ M. PAUL KELLY Director February 6, 2001
- ------------------------------
M. Paul Kelly
/S/ CRAIG R. STAPLETON Director Februaey 6, 2001
- ------------------------------
Craig R. Stapleton
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
4.1 Amended and Restated Certificate of Incorporation of Security
Capital Corporation (incorporated by reference to Exhibit 2 to
the Registrant's Current Report on Form 8-K dated June 1990)
and amendment thereto (incorporated by reference to Exhibit 1
to the Registrant's Current Report on Form 8-K dated February
23, 1994).
4.2 Certificate of Amendment dated March 27, 1996 to Amended and
Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1A to the Registrant's
Annual Report on Form 10-K for the fiscal year ended September
30, 1996).
4.3 Certificate of Amendment dated March 27, 1996 to Amended and
Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1B to the Registrant's
Annual Report on Form 10-K for the fiscal year ended September
30, 1996).
4.4 By-Laws of Security Capital Corporation, as amended
(incorporated by reference to Exhibit 3.2 to Amendment No. 1
to the Registrant's Registration Statement on Form S-1 (Reg.
No. 33-74680) filed on March 18, 1994).
4.5 Security Capital Corporation's 2000 Long-Term Incentive Plan.
4.6 Stock certificate specimen for Class A Common Stock.
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
5).
24 Powers of Attorney (included on page 5 of this Registration
Statement).
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