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As filed with the Securities and Exchange Commission on April 11, 1997
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.
President 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
Proposed
Title of each Proposed maximum
class of maximum aggregate Amount of
securities to be Amount to be offering price offering registration
registered registered(1) per share(2) price(2) fee(2)
Common Stock, 2,726,898 shares $26.25 $67,449,356.13 $20,439.20
$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 (i) on 5,000 shares subject
to outstanding options having an exercise price of $16.75 per share, (ii)
6,000 shares subject to outstanding options having an exercise price of
$17.25 per share, (iii) 10,000 shares subject to outstanding options
having an exercise price of $18.75 per share, (iv) 165,000 shares subject
to outstanding options having an exercise price of $19.25 per share, (v)
4,000 shares subject to outstanding options having an exercise price of
$21.50 per share, (vi) 8,000 shares subject to outstanding options having
an exercise price of $26.25 per share, (vii) 1,345,698 shares subject to
outstanding options having an exercise price of $25.25 per share, and
1,618,800 shares reserved for future grants under the plan, the
registration fee for which has been calculated on the basis of the average
of the bid and asked prices of the registrant's Common Stock as reported
on the New York Stock Exchange on April 7, 1997.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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, 1996.
(b) The registrant's Form 8-K report dated March 7, 1997,
as amended by Form 8-K/A dated March 19, 1997.
(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; and
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.
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. Form of Stock Purchase Award Agreement
* 4C. Form of Option Award Agreement for Key Employees
* 4D. Form of Option Award Agreement for Non-Employee Directors
* 4E. Annual Incentive for Management Plan
** 4F. Criteria for Restricted Stock Awards under 1993 Long Term
Omnibus Plan
** 4G. 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 Peat Marwick LLP
23C. Consent of Price Waterhouse 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.
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.
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 April 10, 1997.
REGENCY REALTY CORPORATION
By /s/ Martin E. Stein, Jr.
Martin E. Stein, Jr., President
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: April 10, 1997 /s/ Martin E. Stein, Jr.
Martin E. Stein, Jr.
Director, President and Chief Executive
Officer (Principal Executive Officer)
Date: April 10, 1997 /s/ Bruce M. Johnson
Bruce M. Johnson
Executive Vice President of Finance
(Principal Financial Officer)
Date: April 10, 1997 /s/ J. Christian Leavitt
J. Christian Leavitt
Vice President of Accounting, Treasurer
(Principal Accounting Officer)
Date: April 10, 1997 /s/ Joan W. Stein
Joan W. Stein, Chairman of the Board
Date: April 10, 1997 /s/ Martin E. Stein, Jr.
Martin E. Stein, Jr., Director
Date: April 10, 1997 /s/ Robert L. Stein
Robert L. Stein, Director
Date: April 10, 1997 /s/ Edward L. Baker
Edward L. Baker, Director
Date: April 10, 1997 /s/ A.R. Carpenter
A.R. Carpenter, Director
Date: April 10, 1997 /s/ J. Dix Druce
J. Dix Druce, Director
Date: April 10, 1997 /s/ Albert D. Ernest, Jr.
Albert D. Ernest, Jr., Director
Date: April 10, 1997 /s/ Douglas S. Luke
Douglas S. Luke, Director
Date: April 10, 1997 /s/ J. Marshall Peck
J. Marshall Peck, Director
Date: April 10, 1997 /s/ Paul E. Szurek
Paul E. Szurek, Director
Date: April ___, 1997 __________________________________________
J. Alexander Branch III, Director
EXHIBIT INDEX
* 4A. Regency Realty Corporation's 1993 Long Term Omnibus Plan
* 4B. Form of Stock Purchase Award Agreement
* 4C. Form of Option Award Agreement for Key Employees
* 4D. Form of Option Award Agreement for Non-Employee Directors
* 4E. Annual Incentive for Management Plan
** 4F. Criteria for Restricted Stock Awards under 1993 Long Term
Omnibus Plan
** 4G. 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 Peat Marwick LLP
23C. Consent of Price Waterhouse 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.
EXHIBIT 5
FOLEY & LARDNER
200 LAURA STREET
JACKSONVILLE, FLORIDA 32202
TELEPHONE (904) 359-2000
FACSIMILE (904) 359-8700
April 11, 1997
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 2,726,898 shares of common stock par value $0.01
issuable pursuant to the 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.
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
By: /s/ Linda Y. Kelso
Linda Y. Kelso
EXHIBIT 23B
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use of our reports incorporated herein by reference.
KPMG Peat Marwick LLP
Certified Public Accountants
Jacksonville, Florida
April 11, 1997
EXHIBIT 23C
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 7, 1997 relating to the
financial statements of Branch Properties, L.P. and Predecessor appearing
in Regency Realty Corporation's Form 8-K/A dated March 7, 1997.
Price Waterhouse LLP
Atlanta, Georgia
April 8, 1997