As filed with the Securities and Exchange Commission on August 14, 1998
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)
70 West 36th Street
New York, New York 10018
(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
Principal Executive Officer and
Chairman of the Board of Directors
SL Green Realty Corp.
70 West 36th Street
New York, New York 10018
(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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Title of Securities Amount to Proposed maximum offering Proposed maximum Amount of
to be registered be registered(1) price per unit(2) aggregate offering registration fee(3)
price(2)
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Common Stock, par value
$.01 per share ........ 1,700,000 shares $21.09 $35,853,000 $10,577
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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 August 7,
1998.
(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 year ended December 31, 1997,
filed on March 31, 1998 pursuant to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act").
(b) The Quarterly Reports on Form 10-Q for the quarter ended March 31, 1998
filed on May 15, 1998 and the quarter ended June 30, 1998 filed on August 14,
1998.
(c) The current reports on Form 8-K (including Form 8-K/A) filed on
January 2, 1998, January 5, 1998, February 3, 1998, March 3, 1998, March 31,
1998 and May 11, 1998 pursuant to Section 13 of the Exchange Act.
(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.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's officers and directors are and will be indemnified under
Maryland and Delaware law, the Charter and Bylaws of the Company and the
Partnership Agreement of the Operating Partnership against certain liabilities.
The Company's Charter requires the Company to indemnify its directors and
officers to the fullest extent permitted from time to time under Maryland law.
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.
Under Maryland law, a corporation formed in Maryland is permitted to limit,
by provision in its charter, 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,
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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 Charter has incorporated the provisions of such law limiting the
liability of directors and officers.
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
3(a)* Articles of Incorporation of the Company.
3(b)* Bylaws of the Company.
4(a) SL Green Realty Corp. 1997 Stock Option and Incentive Plan,
as amended.
5(a) Opinion of Brown & Wood LLP.
23(a) Consent of Brown & Wood LLP (included as part of Exhibit 5(a)).
23(b) Consent of Ernst & Young LLP.
24 Power of Attorney (included on page 6).
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* Previously filed as an exhibit to registration statement on Form S-11 (No.
333-29329) and incorporated herein by reference.
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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
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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 day of August,
1998.
SL GREEN REALTY CORP.
By: /s/ Stephen L. Green
Stephen L. Green
Principal Executive Officer
and Chairman of the
Board of Directors
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.
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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 11th day of August 1998.
Signature Title
/s/ Stephen L. Green
Stephen L. Green Principal Executive Officer
and Chairman of
the Board of Directors
/s/ David J. Nettina
David J. Nettina President and Chief
Operating Officer
/s/ Ann Iseley
Ann Iseley Chief Financial Officer
/s/ Benjamin P. Feldman
Benjamin P. Feldman Executive Vice President,
General Counsel and
Director
/s/ John H. Alschuler, Jr.
John H. Alschuler, Jr. Director
/s/ Edwin Thomas Burton, III
Edwin Thomas Burton, III Director
/s/ John Levy
John Levy Director
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EXHIBIT INDEX
Exhibit No. Description Page
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3(a)* Articles of Incorporation of the Company.
3(b)* Bylaws of the Company.
4(a) SL Green Realty Corp. 1997 Stock Option 9
and Incentive Plan, as amended.
5(a) Opinion of Brown & Wood LLP. 22
23(a) Consent of Brown & Wood LLP (included as
part of Exhibit 5(a)).
23(b) Consent of Ernst & Young LLP. 23
24 Power of Attorney (included on
page 6).
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* Previously filed as an exhibit to registration statement on Form S-11 (No.
333-29329) and incorporated herein by reference.
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