1
As filed with the Securities and Exchange Commission on August 20, 1999.
File No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
LEXINGTON CORPORATE
PROPERTIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 13-3717318
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
355 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 692-7260
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
LEXINGTON CORPORATE PROPERTIES TRUST 1993 STOCK OPTION PLAN
LEXINGTON CORPORATE PROPERTIES TRUST 1998 SHARE OPTION PLAN
(FULL TITLE OF PLANS)
E. ROBERT ROSKIND
CHAIRMAN OF THE BOARD AND CO-CHIEF EXECUTIVE OFFICER
LEXINGTON CORPORATE PROPERTIES TRUST
355 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (212) 692-7260)
COPIES TO:
BARRY A. BROOKS, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER LLP
399 PARK AVENUE, 31ST FLOOR
NEW YORK, NEW YORK 10004
(212) 318-6000
----------------
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
---------------- ------------- ------------ ----------------- ----------------
Common Shares of 800,000(3) $ 11.375 (4) $ 9,100,000.00 $ 2,529.80
Beneficial Interest,
$.0001 par value
Common Shares of 800,000(5) $ 11.375 (4) $ 9,100,000.00 $2,529.80
Beneficial Interest,
$.0001 par value
2
(1) Plus such additional number of shares as may be required pursuant to
the plans in the event of a stock dividend, stock split,
recapitalization or other similar change in the Common Shares.
(2) Calculated in accordance with Rule 457 solely for purposes of
calculating the registration fee.
(3) Represents the maximum number of additional unallocated Common Shares
reserved for issuance upon exercise of stock options or award of
restricted Common Shares granted or that may be granted in the future
under the Registrant's 1993 Stock Option Plan.
(4) Represents the average high and low prices of the Common Shares on the
New York Stock Exchange on August 18, 1999.
(5) Represents the maximum number of unallocated Common Shares reserved for
issuance upon exercise of share options granted or that may be granted
in the future under the Registrant's 1998 Share Option Plan.
3
EXPLANATORY NOTE
This Registration Statement covers (i) an additional 800,000 common
shares of beneficial interest, $.0001 par value (the "Common Shares"), of
Lexington Corporate Properties Trust (the "Registrant") reserved by the
Registrant for issuance upon exercise of share options or award of restricted
Common Shares granted or that may be granted in the future under the
Registrant's 1993 Stock Option Plan and (ii) 800,000 Common Shares reserved by
the Registrant for issuance upon exercise of share options granted or that may
be granted in the future under the Registrant's 1998 Share Option Plan. The
Registrant's 1993 Stock Option Plan and the 1998 Share Option Plan are referred
to herein as the "Plans." Pursuant to Rule 428 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), the Registrant will deliver a
prospectus meeting the requirements of Part I of Form S-8, as amended, to all
participants in the Plans.
4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference
into this Registration Statement:
(a) Annual Report to Shareholders filed on Form 10-K with the
Securities and Exchange Commission (the "Commission") on March 5, 1999 (the
"Annual Report").
(b) Form 10-Q of the Registrant for the quarterly periods
ended March 31, 1999 and June 30, 1999 and the Form 8-K of the Registrant filed
August 3, 1999.
(c) The material in the section entitled "Description of
Common Shares" contained in the Registration Statement on Form S-3 (File No.
49351) filed with the Commission on April 3, 1998.
All documents subsequently filed 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"), after the date hereof and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters all securities covered hereby then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof commencing on the respective dates on which such documents are filed. 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 or is deemed to be incorporated by reference herein
modifies or supersedes such 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.
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 Declaration of Trust of the Registrant provides that any
director or officer of the Registrant shall be indemnified by the Registrant
against judgments, penalties, fines, settlements and
1
5
expenses to the full extent that officers and directors are permitted to be
indemnified by the laws of the State of Maryland.
The foregoing reference is subject to the complete text of the
Declaration of Trust and the laws referred to above and is qualified in its
entirety by reference thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following Exhibits are filed with the Registration
Statement:
5.1 Opinion of Piper & Marbury L.L.P.
23.1 Consent of KPMG LLP.
23.2 Consent of Piper and Marbury L.L.P. (included in
Exhibit 5.1).
24.1 Power of Attorney (included in Part II of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The 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 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.
Notwithstanding the foregoing, any
increase or decrease in 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
prospectus filed with the
Commission pursuant to Rule 424(b)
if, in the aggregate, the changes
in volume and price represent no
more than 20 percent change in the
maximum aggregate offering price
set forth in the "Calculation of
Registration Fee" table in the
effective Registration Statement;
and
2
6
(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 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 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 that is incorporated by reference in this 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 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.
3
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Lexington
Corporate Properties Trust 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 August
20, 1999.
LEXINGTON CORPORATE PROPERTIES TRUST
By: /s/ T. Wilson Eglin
--------------------------------------
T. Wilson Eglin
President and Chief Operating Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints E. Robert Roskind, Richard J. Rouse and
T. Wilson Eglin and his true and lawful attorneys-in-fact and agents, with full
powers of substitution and to act without the other, for him and his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, full power and authority to do and perform each and every act and thing
requisite and necessary to have done in and about the premises, as fully and for
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 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 by the following persons in their capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
Chairman of the Board, Co-
/s/ E. Robert Roskind Chief Executive Officer and
- ----------------------------- Trustee (Principal Executive
E. Robert Roskind Officer) August 20, 1999
/s/ Richard J. Rouse Vice-Chairman, Co-Chief
- ----------------------------- Executive Officer and
Richard J. Rouse Trustee August 20, 1999
S-1
8
Signature Title Date
--------- ----- ----
/s/ T. Wilson Eglin President, Chief Operating
- ---------------------------- Officer and Trustee August 20, 1999
T. Wilson Eglin
Chief Financial Officer and
/s/ Patrick Carroll Treasurer (Principal Financial
- ---------------------------- Officer) August 20, 1999
Patrick Carroll
Vice President and Secretary
/s/ Paul R. Wood (Principal Accounting
- ---------------------------- Officer) August 20, 1999
Paul R. Wood
/s/ Carl D. Glickman
- ----------------------------
Carl D. Glickman Trustee August 20, 1999
/s/ Kevin W. Lynch
---------------------------
Kevin W. Lynch Trustee August 20, 1999
/s/ John D. McGurk
- ----------------------------
John D. McGurk Trustee August 20, 1999
/s/ Seth M. Zachary
- ----------------------------
Seth M. Zachary Trustee August 20, 1999
S-2
9
INDEX TO EXHIBITS
EXHIBIT NUMBER PAGE
-------------- ----
5.1 Opinion of Piper & Marbury L.L.P.
23.1 Consent of KPMG L.L.P.
23.2 Consent of Piper and Marbury L.L.P. (included in
Exhibit 5.1).
24.1 Power of Attorney (included in Part II of this
Registration Statement).
E-1