As filed with the Securities and Exchange Commission on February 6, 2001
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
REGENCY REALTY CORPORATION
(Exact Name of registrant as specified in its charter)
Florida 59-3191743
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
121 West Forsyth Street, Suite 200, Jacksonville, Florida 32202
(Address of principal executive offices) (zip code)
REGENCY REALTY CORPORATION
1993 LONG TERM OMNIBUS PLAN
(Full title of the Plan)
Martin E. Stein, Jr.
Chairman and Chief Executive Officer
Regency Realty Corporation
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
(Name and address of agent for service)
(904) 356-7000
(Telephone number, including area code, of agent for service)
Copy to:
Charles E. Commander, III, Esq.
Linda Y. Kelso, Esq.
Foley & Lardner
200 Laura Street
Jacksonville, Florida 32202
(904) 359-2000
Calculation of Registration Fee
- --------------------------------------------------------------------------------------------------------------------
Title of each Proposed Proposed
class of Maximum maximum
securities to be Amount to be offering price aggregate Amount of
registered registered(1) per share offering price(2) registration fee(2)
- --------------------------------------------------------------------------------------------------------------------
Common Stock, 5,520,000 shares (2) $132,942,388 $33,236
$0.01 par value
- --------------------------------------------------------------------------------------------------------------------
(1) Plus an indeterminate number of shares which may be issued as a
result of anti-dilution provisions contained in the Plan.
(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of
1933, as amended, the amounts shown are based on 484,400 shares subject to
outstanding options having an exercise price of $25.00 per share and 271,016
shares subject to outstanding options having an exercise price of $27.08 per
share, and 4,764,584 shares reserved for future grants under the plan, the
registration fee for which has been calculated on the basis of the average of
the high and low prices of the registrant's Common Stock as reported on the New
York Stock Exchange on January 30, 2001.
2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission are hereby incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 (Commission File No. 1-12298);
(b) The registrant's quarterly reports on Form 10-Q for the quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000 (Commission File No.
1-12298); and
(c) The description of the registrant's Common Stock, par value $0.01
per share set forth under the caption "Description of Registrant's Securities to
be Registered" in the Company's Registration Statement on Form 8-A (No. 1-12298)
filed under the Securities Exchange Act of 1934.
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, prior to the
filing of a post-effective amendment which indicates that all shares of Common
Stock being offered hereby have been sold or which deregisters all shares of
Common Stock then remaining unsold shall be deemed incorporated by reference in
this registration statement and to be a part hereof from the date of filing of
such documents.
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 Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the corporation
in related capacities) for liabilities, including legal expenses, arising by
reason of service in such capacity if such person shall have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe his conduct was unlawful. However, in the case of
actions brought by or in the right of the corporation, no indemnification may be
made with respect to any matter as to which such director or officer shall have
been adjudged liable, except in certain limited circumstances.
3
Article X of the registrant's Bylaws provides that the registrant shall
indemnify directors and executive officers to the fullest extent now or
hereafter permitted by the Florida Act. In addition, the registrant has entered
into Indemnification Agreements with its directors and executive officers in
which the registrant has agreed to indemnify such persons to the fullest extent
now or hereafter permitted by the Florida Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
* 4A. Regency Realty Corporation's 1993 Long Term Omnibus Plan
4B. Amendment No. 1 to Regency Realty Corporation's 1993 Long Term
Omnibus Plan (incorporated by reference to Exhibit 10(a) to
the registrant's Form 10-Q filed August 11, 1999)
* 4C. Form of Stock Purchase Award Agreement
* 4D. Form of Option Award Agreement for Key Employees
* 4E. Form of Option Award Agreement for Non-Employee Directors
* 4F. Annual Incentive for Management Plan
** 4G. Criteria for Restricted Stock Awards under 1993 Long Term
Omnibus Plan
** 4H. Form of 1996 Stock Purchase Award Agreement
5. Opinion of Foley & Lardner as to the legality of the
securities to be issued
23A. Consent of Foley & Lardner (included in Opinion filed as
Exhibit 5)
23B. Consent of KPMG LLP
* Filed as an exhibit to the registrant's Form S-11
(Registration No. 33-67258) and incorporated herein by
reference
** Filed as an exhibit to the registrant's Form 10-K report for
the year ended December 31, 1996 and incorporated herein by
reference.
4
Item 9. Undertakings
The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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, as amended (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 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.
(4) 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 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 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the Articles of Incorporation or Bylaws of the registrant
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 the 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, 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 Jacksonville, State of Florida, on February 6, 2001.
REGENCY REALTY CORPORATION
By /s/ Martin E. Stein, Jr.
---------------------------------------
Martin E. Stein, Jr., Chairman of the
Board and Chief Executive Officer
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears on the Signature Page to this Registration Statement
constitutes and appoints Martin E. Stein, Jr., Mary Lou Fiala, Bruce M. Johnson,
J. Christian Leavitt and Robert L. Miller, Jr., and each or any of them, 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 and all amendments (including
post-effective amendments) to this Registration Statement, including any
amendment or registration statement filed pursuant to Rule 462, and to file the
same, with all exhibits hereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and grants 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 about the
premises, 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 his or her 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.
Date: February 6, 2001 /s/ Martin E. Stein, Jr.
-----------------------------------------
Martin E. Stein, Jr., Chairman of the
Board and Chief Executive Officer
Date: February 6, 2001 /s/ Mary Lou Fiala
-----------------------------------------
Mary Lou Fiala, President, Chief
Operating Officer and Director
Date: February 6, 2001 /s/ Bruce M. Johnson
-----------------------------------------
Bruce M. Johnson, Managing Director and
Principal Financial Officer
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Date: February 6, 2001 /s/ J. Christian Leavitt
-----------------------------------------
J. Christian Leavitt, Senior Vice
President, Secretary, Treasurer and
Principal Accounting Officer
Date: February 6, 2001 /s/ Raymond L. Bank
-----------------------------------------
Raymond L. Bank, Director
Date: ____________, 2001 -----------------------------------------
C. Ronald Blankenship, Director
Date: February 6, 2001 /s/ A.R. Carpenter
-----------------------------------------
A.R. Carpenter, Director
Date: February 6, 2001 /s/ J. Dix Druce, Jr.
-----------------------------------------
J. Dix Druce, Jr., Director
Date: February 6, 2001 /s/ John T. Kelley, III
-----------------------------------------
John T. Kelley, III, Director
Date: February 6, 2001 /s/ Douglas S. Luke
-----------------------------------------
Douglas S. Luke, Director
Date: February 6, 2001 /s/ John C. Schweitzer
-----------------------------------------
John C. Schweitzer, Director
Date: ____________, 2001 -----------------------------------------
Thomas G. Wattles, Director
Date: ____________, 2001 -----------------------------------------
Terry Worrell, Director
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EXHIBIT INDEX
* 4A. Regency Realty Corporation's 1993 Long Term Omnibus Plan
4B. Amendment No. 1 to Regency Realty Corporation's 1993 Long Term
Omnibus Plan (incorporated by reference to Exhibit 10(a) to
the registrant's Form 10-Q filed August 11, 1999)
* 4C. Form of Stock Purchase Award Agreement
* 4D. Form of Option Award Agreement for Key Employees
* 4E. Form of Option Award Agreement for Non-Employee Directors
* 4F. Annual Incentive for Management Plan
** 4G. Criteria for Restricted Stock Awards under 1993 Long Term
Omnibus Plan
** 4H. Form of 1996 Stock Purchase Award Agreement
5. Opinion of Foley & Lardner as to the legality of the
securities to be issued
23A. Consent of Foley & Lardner (included in Opinion filed as
Exhibit 5)
23B. Consent of KPMG LLP
* Filed as an exhibit to the registrant's Form S-11
(Registration No. 33-67258) and incorporated herein by
reference
** Filed as an exhibit to the registrant's Form 10-K report for
the year ended December 31, 1996 and incorporated herein by
reference.
8
FOLEY & LARDNER EXHIBIT 5
200 LAURA STREET
JACKSONVILLE, FLORIDA 32202
TELEPHONE (904) 359-2000
FACSIMILE (904) 359-8700
February 6, 2001
Regency Realty Corporation
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
Re: Registration Statement on Form S-8 Relating to Shares of Common
Stock Issuable Pursuant to Regency Realty Corporation's 1993
Long Term Omnibus Plan
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Regency Realty
Corporation (the "Company"), under the Securities Act of 1933, as amended, for
the registration of 5,520,000 shares of common stock, par value $0.01, issuable
pursuant to Regency Realty Corporation's 1993 Long Term Omnibus Plan (the
"Plan"). The common stock issuable pursuant to the Plan is referred to herein as
the "Shares."
We have examined and are familiar with the following:
A. Articles of Incorporation of the Company, as amended, as filed
in the Office of the Secretary of State of the State of Florida;
B. Bylaws, as amended, of the Company;
C. The proceedings of the Board of Directors and shareholders of
the Company in connection with the adoption of the Plan; and
D. Such other documents, Company records and matters of law as we
have deemed to be pertinent.
Based on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing
and in good standing under the laws of the State of Florida.
Regency Realty Corporation
February 6, 2001
Page 2
2. The Shares have been duly authorized and when issued in
accordance with the terms of the Plan will be duly and validly issued, fully
paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5 in the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules or regulations of the
Securities and Exchange Commission promulgated thereunder.
FOLEY & LARDNER
/s/ Foley & Lardner
EXHIBIT 23B
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Regency Realty Corporation:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG LLP
Jacksonville, Florida
February 5, 2001