As filed with the Securities and Exchange Commission on February 11, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEW PLAN REALTY TRUST
(Exact name of issuer as specified in its charter)
Massachusetts 13-1995781
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1120 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices) (Zip Code)
New Plan Realty Trust 1997 Stock Option Plan
(Full title of the plan)
William Newman
Chief Executive Officer
New Plan Realty Trust
1120 Avenue of the Americas
New York, New York 10036
(212) 869-3000
(Name, address and telephone number of agent for service)
Approximate date of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of
Each Class Proposed Maximum Proposed Maximum Amount of
of Securities Amount to be Offering Price Aggregate Offering
Registration
to be RegisteredRegistered Per Share(1) Price(1) Fee
Common Shares
of Beneficial
Interest without
par value 2,500,000(2) $25.65625 $64,140,625 $19,437
(1) Estimated solely for purposes of calculating the registration fee.
Pursuant to Rules 457(c) and (h), the Proposed Maximum Offering Price
Per Share and the Proposed Maximum Aggregate Offering Price are
computed on the basis of the average of the high and low prices for
such security on February 5, 1998, as reported on the New York Stock
Exchange.
(2) The shares covered by this Registration Statement represent the
underlying shares for the stock options to be granted by registrant
under its 1997 Stock Option Plan.
PART I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information; Registrant Information and Employee
Plan Annual Information.
The documents containing the information specified in the
instructions to Part I of the Form S-8 will be sent or given to participants
in the 1997 Stock Option Plan as specified by Rule 428(b)(1). In addition,
the statement required to be made pursuant to Item 2 of Part I to the Form S-
8 shall be contained in the Section 10(a) prospectus.
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by New Plan Realty Trust, a
Massachusetts business trust (the "Company"), with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:
1. Annual Report on Form 10-K for the fiscal year ended
July 31, 1997, filed with the Commission on October 10, 1997.
2. Quarterly Report on Form 10-Q for the quarter ended
October 31, 1997, filed with the Commission on December 9, 1997.
3. Current Report on Form 8-K filed with the Commission on
July 31, 1997.
4. Current Report on Form 8-K/A filed with the Commission
on September 19, 1997.
5. Current Report on Form 8-K filed with the Commission on
January 23, 1998.
6. The description of the Company's Shares of Beneficial
Interest contained in Item 1 of the Company's registration statement on Form
8-A, as amended, and the documents incorporated therein by reference, filed
with the Commission on May 19, 1986.
All documents filed subsequent to the filing date of this
Registration Statement with the Commission by the Company 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 by this Registration Statement have
been sold or which de-registers all such 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 the filing of such
documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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 subsequently filed document which also
is, or is deemed to be, incorporated by reference herein, modifies or
supersedes such prior statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement, except as indicated herein.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Amended and Restated Declaration of Trust of the Company, dated
as of January 15, 1996 (the "Declaration of Trust"), provides in substance
that no Trustee or officer is liable to the Company, to a shareholder or to
third persons except for his own bad faith, willful misconduct, gross
negligence or reckless disregard of his duties or for his failure to act in
good faith in the reasonable belief that his action was in the best interests
of the Company. The Declaration of Trust further provides in substance that,
with the exceptions stated above, a Trustee or officer is entitled to be
indemnified against all liability incurred in connection with the affairs of
the Company. The Declaration of Trust also provides that no Trustee will be
personally liable to the Trust or its shareholders for monetary damages for
breach of fiduciary duty as a Trustee notwithstanding any provision of law
imposing such liability, except for liability (i) for any breach of the
Trustee's duty of loyalty to the Company or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for obtaining an improper benefit, or (iv)
for paying a dividend or making a distribution to shareholders or a loan to
officers or Trustees which is illegal under the Massachusetts Business
Corporation Law. In addition, the Declaration of Trust authorizes the
Trustees to purchase and pay for liability insurance to indemnify the
Trustees and officers against certain claims and liabilities.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted
to Trustees, officers, or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the opinion of
the Commission 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
Company of expenses incurred or paid by a Trustee, officer or controlling
person of the Trust in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or controlling person in
connection with the securities being registered, the Company, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
will 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Declaration Trust of New Plan Realty
Trust filed as Exhibit 99.3 to the Company's Form 8-K dated
May 24, 1996.
4.2 Specimen Certificate for Shares of Beneficial Interest filed
as Exhibit 4.1 to the Company's Form 10-K for the fiscal year
ended July 31, 1997.
4.3 New Plan Realty Trust 1997 Stock Option Plan.
5.1 Opinion of Goodwin, Procter & Hoar LLP, Massachusetts counsel
to the Company, as to the legality of the Shares of Beneficial
Interest being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Eichler, Bergsman & Co., LLP.
23.3 Consent of Goodwin, Procter & Hoar LLP (included as part of
Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this
Registration Statement).
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
(a) 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 hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
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 (1)(a)(i) and (1)(a)(ii) will 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.
(b) 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 herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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.
2. The undersigned registrant hereby further 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 that is incorporated by reference in 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 the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to trustees, officers and controlling persons
of the registrant pursuant to the foregoing provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of
the Commission 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 trustee, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, 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.
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 City of New York, State of New
York, on this 30th day of January, 1998.
NEW PLAN REALTY TRUST
By:/s/ William Newman
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- -
William Newman
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint William Newman and Arnold
Laubich, and each or any of them, as his true and lawful attorney-in-fact and
agent, 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, without limitation, post-effective amendments and
documents in connection therewith) to this Registration Statement, and to
file the same with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent 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 attorney-in-fact and agent or either of them, 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, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ William Newman Chairman, Chief Executive January 30, 1998
Officer
- ----------------------- (Principal Executive Officer)
(William Newman) and Trustee
/s/ Arnold Laubich President, Chief Operating January 30, 1998
- ----------------------- Officer and Trustee
(Arnold Laubich)
/s/ Michael Brown Chief Financial and Accounting January 30, 1998
- ----------------------- Officer (Principal Financial and
(Michael Brown) Accounting Officer), Controller
/s/ James M. Steuterman Executive Vice President and January 30, 1998
- ----------------------- Trustee
(James M. Steuterman)
/s/ Dean Bernstein Vice President-Administration January 30, 1998
- ----------------------- and Finance and Trustee
(Dean Bernstein)
/s/ Melvin D. Newman Trustee January 30, 1998
- ------------------------
(Melvin D. Newman)
EXHIBIT INDEX
No. Document Page
4.1 Amended and Restated Declaration Trust of New Plan Realty
Trust filed as Exhibit 99.3 to the Company's Form 8-K
dated May 24, 1996.
4.2 Specimen Certificate for Shares of Beneficial Interest
filed as Exhibit 4.1 to the Company's Form 10-K for the
fiscal year ended July 31, 1997.
4.3 New Plan Realty Trust 1997 Stock Option Plan.
5.1 Opinion of Goodwin, Procter & Hoar LLP, Massachusetts
counsel to the Company, as to the legality of the Shares
of Beneficial Interest being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Eichler, Bergsman & Co., LLP.
23.3 Consent of Goodwin, Procter & Hoar LLP (included as part
of Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this
Registration Statement).