As filed with the Securities and Exchange Commission on September 21, 1999
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
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SL GREEN REALTY CORP.
(Exact name of registrant as specified in its charter)
MARYLAND 13-3956775
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
420 LEXINGTON AVENUE
NEW YORK, NEW YORK 10170
(212) 594-2700
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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SL GREEN REALTY CORP. AMENDED 1997 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
STEPHEN L. GREEN
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
SL GREEN REALTY CORP.
420 LEXINGTON AVENUE
NEW YORK, NEW YORK 10170
(212) 594-2700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of Securities Amount to Proposed maximum offering aggregate offering Amount of
to be registered be registered(1) price per unit(2) price(2) registration fee(3)
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Common Stock, par value
$.01 per share . . . 1,275,000 shares $20.56 $26,214,000 $7,287
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(1) Plus such additional number of shares as may be required pursuant to
the Amended 1997 Stock Option and Incentive Plan (i) with respect to
which no additional consideration will be paid in the event of a stock
dividend, reverse stock split, split up, recapitalization or capital
adjustments and (ii) that are issuable pursuant to dividend equivalent
rights relating to stock options issued under the Amended 1997 Stock
Option and Incentive Plan.
(2) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
this estimate is made solely for the purpose of calculating the
amount of the registration fee and is based on the average of the
high and low prices of the Common Stock on the New York Stock
Exchange on September 17, 1999.
(3) In accordance with Rule 457(h), the filing fee is based on the maximum
number of the registrant's securities issuable under the Plan that are
covered by this Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents and the documents incorporated by reference herein pursuant to Item 3
of Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
SL Green Realty Corp. (the "Company") hereby incorporates by reference
the documents listed in (a), (b), (c) and (d) below which have previously been
filed with the Securities and Exchange Commission.
(a) The Annual Report on Form 10-K for the fiscal year ended December 31,
1998, filed on March 30, 1999.
(b) The Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999, filed on May 14, 1999 and August 16, 1999,
respectively.
(c) The current reports on Form 8-K (including Form 8-K/A) filed on
February 8, 1999, March 23, 1999, April 9, 1999, June 8, 1999 and August 6,
1999.
(d) The description of the Company's Common Stock contained in the
registration statements on Form 8-A filed on July 21, 1997 pursuant to Section
12 of the Exchange Act and Form S-11 filed on June 16, 1997 pursuant to Rule
424(b) under the Securities Act of 1933.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities remaining
unsold shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of 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 hereof 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 to modified or superseded, to constitute a part
hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Articles of Incorporation and Bylaws of the Company and
the Partnership Agreement of the Operating Partnership, the Company's officers
and directors will be indemnified against certain liabilities under Maryland
and Delaware law. The Company's Articles of Incorporation require the Company
to indemnify its directors and officers to the fullest extent permitted from
time to time under Maryland law.
Under Maryland law, a corporation formed in Maryland is permitted to
limit, by provision in its articles of incorporation, the liability of
directors and officers so that no director or officer of the Company shall be
liable to the Company or to any stockholder for money damages except to the
extent that (i) the director or officer actually received an improper benefit
in money, property or services, for the amount of the benefit or profit in
money, property or services actually received, or (ii) a judgment or other
final adjudication adverse to the director or officer is entered in a
proceeding based on a finding in a proceeding that the director's of officer's
action was the result of active and deliberate dishonesty and was material to
the cause of action adjudicated in the proceeding. The Articles of
Incorporation have incorporated the provisions of such law limiting the
liability of directors and officers.
The Company's Bylaws require it to indemnify (a) any present or former
director or officer who has been successful, on the merits or otherwise, in the
defense of a proceeding to which he was made a party by reason of his service
in that capacity, against reasonable expenses incurred by him in connection
with the proceeding and (b) any present or former director or officer against
any claim or liability unless it is established that (i) his act or omission
was committed in bad faith or was the result of active or deliberate
dishonesty, (ii) he actually received an improper personal benefit in money,
property or services or (iii) in the case of a criminal proceeding, he had
reasonable cause to believe that his act or omission was unlawful.
In addition, the Company's Bylaws require the Company to pay or reimburse,
in advance of final disposition of a proceeding, reasonable expenses incurred
by a present or former director or officer made a party to a proceeding by
reason of his service as a director or officer provided that the Company shall
have received (i) a written affirmation by the director or officer of his good
faith belief that he has met the standard of conduct necessary for
indemnification by the Company as authorized by the Bylaws and (ii) a written
understanding by or on his behalf to repay the amount paid or reimbursed by the
Company if it shall ultimately be determined that the standard of conduct was
not met. The Bylaws also (i) permit the Company to provide indemnification and
advance expenses to a present or former director or officer who served a
predecessor of the Company in such capacity, and to any employee or agent of
the Company or a predecessor of the Company, (ii) provide that any
indemnification or payment or reimbursement of the expenses permitted or
reimbursement of expenses under Section 2-418 of the MGCL for directors of
Maryland corporations and (iii) permit the Company to provide such other and
further indemnification or payment or reimbursement of expenses as may be
permitted by Section 2-418 of the MGCL for directors of Maryland corporations.
The Partnership Agreement also provides for indemnification of the Company
and its officers and directors to the same extent indemnification is provided
to officers and directors of the Company in its organizational documents, and
limits the liability of the Company and its officers and directors to the
Operating Partnership and its partners to the same extent liability of officers
and directors of the Company to the Company and its stockholders is limited
under their organizational documents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
4(a)* Articles of Incorporation of the Company.
4(b)* Bylaws of the Company.
4(c) SL Green Realty Corp. Amended 1997 Stock Option and Incentive
Plan, as amended through August 18, 1999.
5 Opinion of Brown & Wood LLP.
23(a) Consent of Brown & Wood LLP (included as part of Exhibit 5).
23(b) Consent of Ernst & Young LLP.
24 Power of Attorney (included on page 7).
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* Previously filed as an exhibit to registration statement on Form S-11
(No. 333-29329) and incorporated herein by reference.
ITEM 9. UNDERTAKINGS
The undersigned registrants hereby undertake:
(a)(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, represents a fundamental
change in the information set forth in the registration
statement;
(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 by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the 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) 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 that is incorporated by
reference in this registration statement shall deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at the time shall be deemed to be 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 provisions referred to in Item 6 of
this registration statement, 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 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 securities being
registered, the registrant will, unless in the opinion of 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 Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 New York and State of New York, on the 18th day of
August, 1999.
SL GREEN REALTY CORP.
By: /s/ Stephen L. Green
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Stephen L. Green
Chairman of the Board of Directors and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen L. Green, David J. Nettina, and Benjamin
P. Feldman, and each of them, his 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 to
each Registration Statement amended hereby, 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 might or could do in
person hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 18th day of August, 1999.
SIGNATURE TITLE
/s/ Stephen L. Green
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Stephen L. Green Chairman of the Board of Directors
and Chief Executive Officer
/s/ David J. Nettina
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David J. Nettina President and Chief Operating Officer
/s/ Benjamin P. Feldman
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Benjamin P. Feldman Executive Vice President,
General Counsel and Director
/s/ Thomas E. Wirth
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Thomas E. Wirth Chief Financial Officer and
Principal Accounting Officer
/s/ John H. Alschuler, Jr.
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John H. Alschuler, Jr. Director
/s/ Edwin Thomas Burton, III
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Edwin Thomas Burton, III Director
/s/ John Levy
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John Levy Director
EXHIBIT INDEX
Exhibit No. Description Page
4(a)* Articles of Incorporation of the Company.
4(b)* Bylaws of the Company.
4(c) SL Green Realty Corp. Amended 1997
Stock Option and Incentive Plan, as amended
through August 18, 1999. 9
5 Opinion of Brown & Wood LLP. 22
23(a) Consent of Brown & Wood LLP (included
as part of Exhibit 5).
23(b) Consent of Ernst & Young LLP. 23
24 Power of Attorney (included on
page 7).
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* Previously filed as an exhibit to registration statement on Form S-11
(No. 333-29329) and incorporated herein by reference.