-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BZQUoauRZsH/29L/gEQUP1nPW6nCOFf53FWxoeSzx4J+pAkk9ign6e9lJJkVp2uH tCb96OQ6rUEd5gRO+40EkQ== 0001005150-98-000849.txt : 19980819 0001005150-98-000849.hdr.sgml : 19980819 ACCESSION NUMBER: 0001005150-98-000849 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980818 EFFECTIVENESS DATE: 19980818 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: URSTADT BIDDLE PROPERTIES INC CENTRAL INDEX KEY: 0001029800 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 042458042 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-61765 FILM NUMBER: 98693856 BUSINESS ADDRESS: STREET 1: C/O HRE PROPERTIES INC STREET 2: 321 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038638200 FORMER COMPANY: FORMER CONFORMED NAME: HRE PROPERTIES INC DATE OF NAME CHANGE: 19961230 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 18, 1998 Registration No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 --------------------------- Urstadt Biddle Properties Inc. (Exact name of registrant as specified in its charter) Maryland 04-2458042* (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 321 Railroad Avenue, Greenwich, Connecticut 06830 (Address of principal executive offices, including zip code) STOCK OPTION PLAN (Full title of the Plan) ------------------------- CHARLES J. URSTADT with copies to Chairman and Chief Executive Officer THOMAS J. DRAGO, ESQ. Urstadt Biddle Properties Inc. Coudert Brothers 321 Railroad Avenue, Greenwich, Connecticut 06830 1114 Avenue of the Americas (Name and address of agent for service) New York, New York 10036-7703 (203) 863-8200 (212) 626-4400 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
======================================================================================================================== Proposed Proposed Title of Amount maximum maximum Amount of securities to to be offering price aggregate registration be registered registered per share (2) offering price (2) fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $.01 344,500 (1) $9.34375 $3,218,921.80 $949.58 per share - ------------------------------------------------------------------------------------------------------------------------
(1) The Registrant has previously registered (i) a total of 100,000 shares of Common Stock which may be issued under the Registrant's Stock Option Plan, as amended to date (the "Plan"), by a Registration Statement on Form S-8 (Commission File No. 2-93146) filed with the Securities and Exchange Commission (the "Commission") on September 7, 1984, as amended by a Post-Effective Amendment No. 1 filed with the Commission on February 3, 1986 and (ii) a total of 400,000 shares of Common Stock which may be issued under the Plan by a Registration Statement on Form S-8 (Commission File No. 33-41408) on June 26, 1991, as amended by a Post-Effective Amendment No. 1 filed with the Commission on March 12, 1997. (2) Based upon the average of the high and low sales prices for shares of Common Stock of the Registrant as reported on the New York Stock Exchange on August 17, 1998 and estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933, as amended. * I.R.S. Employer Identification Number of HRE Properties, the predecessor to the Registrant prior to the Reorganization described in Registration Statement No. 333-19113-01. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which are on file with the Securities and Exchange Commission, are incorporated herein by reference and made a part hereof: (a) The Registrant's Annual Report on Form 10-K filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the fiscal year ended October 31, 1997; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since October 31, 1997; and (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-B filed under the Exchange Act on March 12, 1997, including any amendment or report filed for the purpose of updating such description and the description of the Registrant's Class A Common Stock contained in the Registrant's Registration Statement on Form 8-A filed under the Exchange Act on June 17, 1998, including any amendment or report filed for the purpose of updating such description. 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 hereunder have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and shall be a part hereof from the date of filing of such documents. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Articles of Incorporation and By-laws of the Registrant require the Registrant to indemnify its directors, officers and certain other parties to the fullest extent permitted from time to time by the Maryland General Corporation Law (the "MGCL"). The MGCL permits a corporation to indemnify its directors, 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 to or at the request of the Registrant, unless it is established that the act or omission of the indemnified party was material to the matter giving rise to the proceeding and (i) the act or omission was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the indemnified party actually received an improper personal benefit, or (iii) in the case of any criminal proceeding, the indemnified party had reasonable cause to believe that the act or omission was unlawful. ITEM 8. EXHIBITS 4.1 Amended Articles of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant's Registration Statement on Form S-4 (Registration No. 333-19113), as amended, is incorporated by reference. II-1 4.2 By-laws of the Registrant, filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S-4 (Registration No. 333-19113), as amended, is incorporated by reference. 4.3 Form of Articles Supplementary, filed as Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A dated June 17, 1998, is incorporated by reference. 5.1 Opinion of Miles & Stockbridge P.C. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Miles & Stockbridge P.C. is incorporated by reference to Exhibit 5.1 of this Registration Statement. 24.1 Power of Attorney is contained in the signature pages to this Registration Statement. 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: (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, 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 percent 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. (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 that time shall be deemed to be the initial bona fide offering thereof. II-2 (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 Registrant hereby undertakes 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 Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by 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. 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 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 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 Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Greenwich, State of Connecticut, on August 17, 1998. URSTADT BIDDLE PROPERTIES INC. By: /s/ Charles J. Urstadt -------------------------------- Charles J. Urstadt Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Charles J. Urstadt and James R. Moore, severally, 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, and in any and all capacities, to sign any and all 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 be done in and about the premises, as fully to all intents and purposes as each such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their 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 the capacities and on the dates indicated.
Signature Title Date /s/ Charles J. Urstadt Chairman and Chief Executive Officer August 17, 1998 - ---------------------------- Charles J. Urstadt /s/ James R. Moore Chief Financial Officer, Principal Accounting August 17, 1998 - ---------------------------- Officer, Executive Vice President, James R. Moore Treasurer and Secretary /s/ Willing L. Biddle President, Chief Operating Officer and Director August 17, 1998 - ---------------------------- Willing L. Biddle /s/ E. Virgil Conway Director August 17, 1998 - ---------------------------- E. Virgil Conway Director August 17, 1998 - ----------------------------- Charles D. Urstadt
/s/ Peter Herrick Director August 17, 1998 - ----------------------------- Peter Herrick /s/ Paul D. Paganucci Director August 17, 1998 - ----------------------------- Paul D. Paganucci /s/ James O. York Director August 17, 1998 - ----------------------------- James O. York Director August 17, 1998 - ----------------------------- Robert R. Douglass /s/ George H.C. Lawrence Director August 17, 1998 - ----------------------------- George H.C. Lawrence
EXHIBIT INDEX 4.1 Amended Articles of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant's Registration Statement on Form S-4 (Registration No. 333-19113), as amended, is incorporated by reference. 4.2 By-laws of the Registrant, filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S-4 (Registration No. 333-19113), as amended, is incorporated by reference. 4.3 Form of Articles Supplementary, filed as Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A dated June 17, 1998, is incorporated by reference. 5.1 Opinion of Miles & Stockbridge P.C. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Miles & Stockbridge P.C. is incorporated by reference to Exhibit 5.1 of this Registration Statement. 24.1 Power of Attorney is contained in the signature pages to this Registration Statement. EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 [LETTERHEAD OF MILES & STOCKBRIDGE P.C.] August 18, 1998 Urstadt Biddle Properties Inc. 321 Railroad Avenue Greenwich, Connecticut 06830 Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933 (the "Act") of 344,500 shares of Common Stock, par value $.01 per share (the "Common Stock"), of Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"), on its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on the date hereof (the "Registration Statement"), we have examined such corporate records, certificates and documents as we deemed necessary for the purpose of this opinion. Based on that examination, we advise you that in our opinion the Common Stock to be offered by the Company has been duly and validly authorized and, when issued under the circumstances contemplated in the Registration Statement, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. The opinion expressed herein is limited to the matters set forth in this letter and no other opinion should be inferred beyond the matters expressly stated. Very truly yours, MILES & STOCKBRIDGE P.C. By: /s/ J.W.Thompson Webb ------------------------------ Principal EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our reports dated January 8, 1998 included in Urstadt Biddle Properties Inc.'s Annual Report on Form 10-K for the year ended October 31, 1997 and to all references to our Firm included in this Registration Statement. Arthur Andersen LLP New York, New York August 17, 1998 -----END PRIVACY-ENHANCED MESSAGE-----