As filed with the Securities and Exchange Commission on July 1, 1996
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
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ALEXANDER'S, INC.
(Exact name of Registrant as specified in its charter)
Delaware 51-0100517
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
(Address of Principal Executive Offices)
Alexander's, Inc.
Omnibus Stock Plan
(Full title of the plan)
-------------------------
Joseph Macnow
Chief Financial Officer
Alexander's, Inc.
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
(Name and address of agent for service)
(201) 587-8541
(Telephone number, including area code, of agent for service)
-------------------------
Copies to:
Douglas P. Bartner, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022-6069
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share (*) Offering Price (*) Fee
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock 350,000 $73.25 $25,637,500 $8840.52
par value $1.00 per share Shares
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<FN>
(*) The price shown is the average of the high and low prices of the Common
Stock on the New York Stock Exchange consolidated reporting system on
June 25, 1996, in accordance with Rule 457(c), and is being utilized
solely for the purpose of calculating the registration fee.
</FN>
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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 "Note" to Part I of Form S-8.
3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
(a) the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995;
(b) the description of the Registrant's common stock, par
value $1.00 per share, contained in the Registrant's Registration
Statement on Form 10 (File No. 1-6064) for registration of such common
stock under the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(c) the Registrant's Quarterly Report on Form 10-Q for the
three months ended March 31, 1996, filed on May 13, 1996; and
(d) the Registrant's Current Report on Form 8-K filed January
3, 1996.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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 the Registration Statement and to be part
thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnify its directors and officers or former directors and
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers under certain circumstances.
Such law provides further that the indemnification permitted thereunder shall
not be deemed exclusive
4
of any other rights to which the directors and officers may be entitled under a
corporation's Certificate of Incorporation, By-laws, agreements or otherwise.
The Registrant's Certificate of Incorporation provides that the
Registrant's officers and directors will be indemnified to the fullest extent
permitted by Delaware law. In addition, to the fullest extent permitted by
Delaware law, no director of the Registrant shall be personally liable to the
Registrant or the stockholders for monetary damages for breach of the director's
fiduciary duty. Such provision does not limit a director's liability to the
Registrant or its stockholders resulting from: (i) any breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in section 174 of the Delaware General Corporation Law
or (iv) any transaction from which the director derived an improper personal
benefit.
The Registrant's Certificate of Incorporation provides that the
Registrant shall pay the expenses incurred by an officer or a director of the
Registrant in defending a civil or criminal action, suit, or proceeding
involving such person's acts or omissions as an officer or a director of the
Registrant if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Registrant or its stockholders and, with respect to a criminal action or
proceeding, if the person had no reasonable cause to believe his or her conduct
was unlawful. Unless ordered by a court, indemnification of an officer shall be
made by the Registrant only as authorized in a specific case upon the
determination that indemnification of the officer or director is proper under
the circumstances because he or she has met the applicable standard of conduct.
Such determination shall be made (i) by majority vote of the directors of the
Registrant who are not parties to the action, suit or proceeding, (ii) by
independent legal counsel in a written opinion, or (iii) by the stockholders of
the Registrant. The Registrant's Certificate of Incorporation authorizes the
Registrant to pay the expenses incurred by an officer or a director in defending
a civil or criminal action, suit, or proceeding in advance of the final
disposition thereof, upon receipt of an undertaking by or on behalf of such
person to repay the expenses if it is ultimately determined that the person is
not entitled to be indemnified by the Registrant.
The Registrant has the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the Registrant or is liable as a director of the Registrant, or is or was
serving, at the request of the Registrant, as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him in
any such capacity or arising out of his status as such, regardless of whether
the Registrant would have power to indemnify him against such liability.
The Registrant has purchased a policy of directors' and officers'
insurance that insures both the Registrant and its officers and directors
against expenses and liabilities of the type normally insured against under such
policies, including the expense of the indemnifications described above.
Item 7. Exemption from Registration Claimed.
Not applicable.
5
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
4.1 Alexander's, Inc. Omnibus Stock Plan.
4.2 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-3 (Reg. No.
33-62779)).
4.3 By-laws of the Registrant (incorporated by reference to
Exhibit 3(B) to the Registrant's Annual Report on Form 10-K
filed July 27, 1991).
5 Opinion of Shearman & Sterling re legality of common stock
being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit 5).
24 Powers of Attorney (included on signature page).
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
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;
(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; and
(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 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 15(d) of the
Exchange Act that is incorporated by
6
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.
(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 Securities and
Exchange 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 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.
7
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 Saddle Brook, State of New Jersey on the 1st day
of July, 1996.
ALEXANDER'S, INC.
By: /s/ Joseph Macnow
___________________________________________
Name: Joseph Macnow
Title: Vice President, Chief Financial
Officer
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby
constitutes and appoints Steven Roth and Joseph Macnow, and each of them acting
alone, 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) and supplements to this Registration Statement and any and all
related registration statements necessary to register additional securities, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto 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 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 attorney-in-fact and
agent, 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 below by the following persons in
the indicated capacities on July 1, 1996.
Signature Title
--------- -----
/s/ Steven Roth Chief Executive Officer and
_______________________________ Director (principal executive
Steven Roth officer)
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/s/ Joseph Macnow Vice President -- Chief
_______________________________ Financial Officer and Principal
Joseph Macnow Accounting Officer (principal
financial officer and principal
accounting officer)
/s/ Thomas R. DiBenedetto Director
_______________________________
Thomas R. DiBenedetto
/s/ David Mandelbaum Director
_______________________________
David Mandelbaum
/s/ Stephen Mann Chairman of the Board of
_______________________________ Directors
Stephen Mann
/s/ Arthur I. Sonnenblick Director
_______________________________
Arthur I. Sonnenblick
/s/ Neil Underberg Director
_______________________________
Neil Underberg
/s/ Richard R. West Director
_______________________________
Richard R. West
/s/ Russell B. Wight, Jr. Director
_______________________________
Russell B. Wight, Jr.
9
Exhibit Index
Exhibit No. Description of Document
4.1 Alexander's, Inc. Omnibus Stock Plan.
4.2 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-3 (Reg. No.
33-62779)).
4.3 By-laws of the Registrant (incorporated by reference to
Exhibit 3(B) to the Registrant's Annual Report on Form 10-K,
filed July 27, 1991).
5 Opinion of Shearman & Sterling re legality of common stock
being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit 5).
24 Powers of Attorney (included on signature page).