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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 1997
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
AMB PROPERTY CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 94-3281941
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
505 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(Address of principal executive officers) (Zip Code)
THE 1997 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
S. DAVIS CARNIGLIA
CHIEF FINANCIAL OFFICER
505 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 394-9000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Edward Sonnenschein, Jr., Esq.
J. Scott Hodgkins, Esq.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
(213) 485-1234
CALCULATION OF REGISTRATION FEE
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Title of Amount Proposed Maximum Proposed Maximum
Securities to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share (2) Price (2) Registration Fee
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Common Stock 5,750,000 $21.00 $125,878,747 $38,145
$.01 par value $ .01
$23.03
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(1) The 1997 Stock Option and Incentive Plan (the "Plan") authorizes the
issuance of a maximum of 5,750,000 shares of common stock, par value $.01
per share (the "Common Stock"), of AMB Property Corporation (the
"Company"). Of such shares, 3,158,750 are subject to presently
outstanding options granted under the Plan, and 5,712 shares have been
granted as restricted shares of Common Stock, as of the date hereof.
(2) Pursuant to Rule 457(h), the Proposed Maximum Offering Price Per Share is
based upon (a)(i) the exercise price per share ($21.00) of outstanding
options for 3,158,750 shares of Common Stock, and (ii) the grant price
per share ($.01) for 5,712 restricted shares of Common Stock, and (b) for
the remaining 2,585,538 shares of Common Stock, the average of the high
and low sales price per share ($23.03) of the Company's Common Stock on
the New York Stock Exchange on December 4, 1997.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I
of Form S-8 (plan information and registrant information) will be sent or given
to plan participants as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended, (the "Securities Act"). Such documents need not be filed with
the Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act. These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Form S-8 (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
The registrant, AMB Property Corporation, a Maryland
corporation (the "Company"), hereby incorporates the following documents in this
Registration Statement by reference:
(a) Description of the Company's Common Stock contained in
the Registration Statement on Form S-11 filed with the
Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act on September 18, 1997
(Registration No. 333-35915); as amended by Amendment
No. 1 filed with the Commission on October 24, 1997; as
amended by Amendment No. 2 filed with the Commission on
November 4, 1997; as amended by Amendment No. 3 filed
with the Commission on November 14, 1997 and as amended
by Amendment No. 4 filed with the Commission on November
20, 1997.
(b) A Registration Statement pursuant to Rule 462(b) of the
Securities Act filed on November 21, 1997 in connection
with the Registration Statement referred to in item 3(a)
above (Registration No. 333-40763).
(c) The Company's Prospectus dated November 21, 1997 filed
in connection with the Registration Statement referred
to in item 3(a) above pursuant to Rule 424(b) under the
Securities Act.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 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, are incorporated by reference in this
registration statement and are a part hereof from the date of filing 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 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.
Page 2 of 6 pages
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ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock is registered pursuant to Section
12 of the Exchange Act and, therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 2-418 of the Maryland General Corporation Law ("MGCL")
permits a corporation to indemnify its directors and officers and certain other
parties against judgments, penalties, fines, settlements, and reasonable
expenses actually incurred by them in connection with any proceeding to which
they may be made a party by reason of their service in those or other capacities
unless it is established that (i) the act or omission of the director or officer
was material to the matter giving rise to the proceeding and (a) was committed
in bad faith or (b) was the result of active and deliberate dishonesty; (ii) the
director or officer actually received an improper personal benefit in money,
property or services; or (iii) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission was
unlawful. Indemnification may be made against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the director or officer
in connection with the proceeding; provided, however, that if the proceeding is
one by or in the right of the corporation, indemnification may not be made with
respect to any proceeding in which the director or officer has been adjudged to
be liable to the corporation. In addition, a director or officer may not be
indemnified with respect to any proceeding charging improper personal benefit to
the director or officer, whether or not involving action in the director's or
officer's official capacity, in which the director or officer was adjudged to be
liable on the basis that personal benefit was received. The termination of any
proceeding by conviction, or upon a plea of nolo contendere or its equivalent,
or an entry of any order of probation prior to judgment, creates a rebuttable
presumption that the director or officer did not meet the requisite standard of
conduct required for indemnification to be permitted.
In addition, Section 2-418 of the MGCL requires that, unless
prohibited by its charter, a corporation may indemnify any director or officer
who is made a party to any proceeding by reason of service in that capacity
against reasonable expenses incurred by the director or officer in connection
with the proceeding, in the event that the director or officer is successful, on
the merits or otherwise, in the defense of the proceeding.
The Company's Charter and Bylaws provide in effect for the
indemnification by the Company of the directors and officers of the Company to
the fullest extent permitted by applicable law. The Company has purchased
directors' and officers' liability insurance for the benefit of its directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIM
Not applicable.
ITEM 8. EXHIBITS
3.1 Articles of Incorporation of the Company1.
3.2 Bylaws of the Company1.
3.3 Specimen of Common Stock Certificate of the Company1.
*4.2 1997 Stock Option and Incentive Plan of the Company.
*5.1 Opinion of Ballard Spahr Andrews & Ingersoll regarding
the validity of the Common Stock being registered.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Ballard Spahr Andrews & Ingersoll (included
in Exhibit 5.1 filed herewith).
*24.1 Power of Attorney (included on page 5).
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* Filed herewith
1 Incorporated by reference to the Company's Registration
Statement on Form S-11 (No. 333-35915) declared effective
on November 20 , 1997.
Page 3 of 6 pages
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ITEM 9. UNDERTAKINGS
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:
(a) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(b) 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 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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(c) 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 (1)(a) and (1)(b) shall not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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.
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 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.
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.
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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 San Francisco, State of California, on this 10th day of
December 1997.
/S/ HAMID R. MOGHADAM
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Hamid R. Moghadam
President, Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Douglas D. Abbey, Hamid R.
Moghadam, T. Robert Burke and S. Davis Carniglia, and each of them, as his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her 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, 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
foregoing, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Exchange Act of
1933, as amended, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/S/ T. ROBERT BURKE Chairman of the Board and December 10, 1997
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T. Robert Burke Director
/S/ HAMID R. MOGHADAM President, Chief Executive December 10, 1997
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Hamid R. Moghadam Officer and Director (Principal
Executive Officer)
/S/ DOUGLAS D. ABBEY Chairman of Investment December 10, 1997
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Douglas D. Abbey Committee and Director
/S/ S. DAVIS CARNIGLIA Chief Financial Officer and December 10, 1997
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S. Davis Carniglia General Counsel (Principal
Financial Officer and Principal
Accounting Officer)
/S/ DANIEL H. CASE, III Director December 10, 1997
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Daniel H. Case, III
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/S/ ROBERT H. EDELSTEIN, PH.D. Director December 10, 1997
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Robert H. Edelstein, Ph.D.
/S/ LYNN M. SEDWAY Director December 10, 1997
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Lynn M. Sedway
/S/ PAUL P. SHEPHERD Director December 10, 1997
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Paul P. Shepherd
/S/ JEFFREY L. SKELTON, PH.D. Director December 10, 1997
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Jeffrey L. Skelton, Ph.D.
/S/ THOMAS W. TUSHER Director December 10, 1997
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Thomas W. Tusher
/S/ CARYL B. WELBORN, ESQ. Director December 10, 1997
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Caryl B. Welborn, Esq.
Page 6 of 6 pages
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INDEX TO EXHIBITS
EXHIBIT PAGE
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3.1 Articles of Incorporation of the Company1.
3.2 Bylaws of the Company1.
3.3 Specimen of Common Stock Certificate of the Company1.
*4.2 1997 Stock Option and Incentive Plan of the Company.
*5.1 Opinion of Ballard Spahr Andrews & Ingersoll regarding
the validity of the Common Stock being registered.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Ballard Spahr Andrews & Ingersoll (included
in Exhibit 5.1 filed herewith).
*24.1 Power of Attorney (included on page 5).
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* Filed herewith
1 Incorporated by reference to the Company's Registration Statement on Form
S-11 (Registration No. 333-35915) declared effective on November 20, 1997.