As filed with the Securities and Exchange Commission on December 27, 2002
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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LEXINGTON CORPORATE PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland 133717318
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification Number)
355 Lexington Avenue, New York, NY 10017
(Address of Principal Executive (Zip Code)
Offices)
Lexington Corporate Properties Trust Amended and
Restated 2002 Equity-Based Award Plan
(Full Title of Plan)
T. Wilson Eglin With copies to:
President and Chief Operating Officer Barry A. Brooks, Esq.
Lexington Corporate Properties Trust Mark Schonberger, Esq.
355 Lexington Avenue Paul, Hastings, Janofsky & Walker LLP
New York, NY 10017 75 East 55th Street
(Name and Address of Agent For Service) New York, New York 10022
(212) 318-6000
(212) 692-7260
(Telephone Number, Including Area Code,
of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Title of securities Amount to Be Offering Price Aggregate Registration
to be registered Registered (1) Per Share Offering Price Fee
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Common Shares of beneficial interest, 800,000 shares $15.85(3) $12,680,000.00(3) $1,166.56(3)
par value $.0001 per share........ (2)
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(1)Plus such additional number of shares as may be required pursuant to the
Registrant's 2002 Equity-Based Award Plan (the "Plan") in the event of a
stock dividend, stock split, recapitalization or other similar change in the
Common Shares.
(2)Represents the maximum number of Common Shares reserved for issuance in
connection with awards under the Plan.
(3)Calculated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, as amended, based upon the average of the high and low prices on
the New York Stock Exchange of the Common Shares as of December 26, 2002,
which was the latest practicable date prior to the filing of this
Registration Statement, solely for purposes of determining the registration
fee.
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EXPLANATORY NOTE
This Registration Statement covers 800,000 Common Shares reserved
by the Registrant in connection with awards under the Registrant's 2002
Equity-Based Award Plan (the "Plan"). Pursuant to the Note to Part I of Form
S-8, the plan information specified by Part I of Form S-8 to be contained in a
Section 10(a) prospectus to be distributed to each award recipient is not being
filed with the Securities and Exchange Commission (the "SEC"). Part II contains
information that is required in this Registration Statement pursuant to Part II
of Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of
Form S-8 have previously been, or will be, sent or given to the participants
under the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not required to be and are
not filed with the SEC either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, 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 following documents are hereby incorporated by reference into
this Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31,
2001.
(b) Quarterly Report on Form 10-Q for the quarter ended March
31, 2002.
(c) Quarterly Report on Form 10-Q for the quarter ended June
30, 2002.
(d) Current Report on Form 8-K dated September 16, 2002.
(e) Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002.
(f) Current Report on Form 8-K dated December 24, 2002.
(g) The material in the section entitled "Description of
Common Shares" contained in the Registration Statement on
Form S-3 (File No. 333-90932) filed with the SEC on June
21, 2002.
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 TRUSTEES AND OFFICERS.
Section 2-418 of the Maryland General Corporation Law generally
permits indemnification of any trustee or officer made a party to any
proceedings by reason of service as a trustee or officer unless it is
established that (i) the act or omission of such person was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty; or (ii) such person actually
received an improper personal benefit in money, property or services; or (iii)
in the case of any criminal proceeding, such person had reasonable cause to
believe that the act or omission was unlawful. The indemnity may include
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the trustee or officer in connection with the proceeding; but, if
the proceeding is one by or in the right of the company, indemnification is not
permitted with respect to any proceeding in which the trustee or officer has
been adjudged to be liable to the company, or if the proceeding is one charging
improper personal benefit to the trustee or officer, whether or not involving
action in the trustee's or officer's official capacity, indemnification of the
trustee or officer is not permitted if the trustee or officer was adjudged to be
liable on the basis that personal benefit was improperly received. The
termination of any proceeding by conviction or upon a plea of nolo contendere or
its equivalent, or any entry of an order of probation prior to judgment, creates
a rebuttable presumption that the trustee or officer did not meet the requisite
standard of conduct required for permitted indemnification. The termination of
any proceeding by judgment, order or settlement, however, does not create a
presumption that the trustee or officer failed to meet the requisite standard of
conduct for permitted indemnification.
The Registrant's trustees and officers are and will be
indemnified against certain liabilities under Maryland law, and under the
Registrant's Declaration of Trust. The Registrant's Declaration of Trust
requires the Registrant to indemnify its trustees and officers to the fullest
extent permitted from time to time by the laws of Maryland. The Registrant's
Declaration of Trust also provides that, to the fullest extent permitted under
Maryland law, the Registrant's trustees and officers will not be liable to the
Registrant or its shareholders for money damages.
The foregoing reference is necessarily subject to the complete
text of the Registrant's Declaration of Trust and the statute referred to above
and is qualified in its entirety by reference thereto.
The Registrant has also entered into indemnification agreements
with certain officers and trustees for the purpose of indemnifying such persons
from certain claims and actions in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with the Registration Statement:
4.1 Lexington Corporate Properties Trust 2002 Equity-Based
Award Plan
5.1 Opinion of Piper Rudnick LLP
23.1 Consent of KPMG LLP
23.2 Consent of Piper Rudnick LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page hereto)
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:
(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 a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
(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 Registration Statement is on Form
S-3, Form S-8 or Form F-3, 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.
(b) 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.
(c) 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, 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, 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 December 27, 2002.
LEXINGTON CORPORATE PROPERTIES TRUST
By: /s/ T. Wilson Eglin
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T. Wilson Eglin
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. Wilson Eglin and E. Robert Roskind, and each
of them, with full power to act without the other, 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
or all amendments to this Registration Statement and any related Rule 462(b)
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the SEC, granting unto said
attorney-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 hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
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/s/ E. Robert Roskind Chairman of the Board,
-------------------------- Co-Chief Executive Officer December 27, 2002
E. Robert Roskind and Trustee (Principal
Executive Officer)
/s/ Richard J. Rouse Vice Chairman, Co-Chief December 27, 2002
-------------------------- Executive Officer and Trustee
Richard J. Rouse
/s/ T. Wilson Eglin President, Chief Operating December 27, 2002
-------------------------- Officer and Trustee
T. Wilson Eglin
/s/ Patrick Carroll Chief Financial Officer,
-------------------------- Treasurer and Vice President December 27, 2002
Patrick Carroll (Principal Financial Officer)
/s/ Paul R. Wood Vice President, Chief
-------------------------- Accounting Officer and December 27, 2002
Paul R. Wood Secretary (Chief Accounting
Officer)
/s/ Geoffrey Dohrmann Trustee December 27, 2002
--------------------------
Geoffrey Dohrmann
/s/ Carl D. Glickman Trustee December 27, 2002
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Carl D. Glickman
/s/ Jack A. Shaffer Trustee December 27, 2002
--------------------------
Jack A. Shaffer
/s/ Seth M. Zachary Trustee December 27, 2002
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Seth M. Zachary
INDEX TO EXHIBITS
Exhibit Description
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4.1 Lexington Corporate Properties Trust 2002 Equity-Based
Award Plan
5.1 Opinion of Piper Rudnick LLP
23.1 Consent of KPMG LLP
23.2 Consent of Piper Rudnick LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page hereto)