AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 2002
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MACK-CALI REALTY CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 22-3305147
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
11 COMMERCE DRIVE, CRANFORD, NEW JERSEY
(908) 272-8000
(Address, including telephone number, 07016
of Principal Executive Offices) Zip Code
2000 EMPLOYEE STOCK OPTION PLAN AND
2000 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
COPIES TO:
MITCHELL E. HERSH BLAKE HORNICK, ESQ.
Chief Executive Officer Pryor Cashman Sherman & Flynn LLP
Mack-Cali Realty Corporation 410 Park Avenue
11 Commerce Drive New York, New York 10022
Cranford, New Jersey (212) 421-4100
(908) 272-8000
(Names, addresses and telephone numbers of agents for service)
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED* PER SHARE** OFFERING PRICE REGISTRATION FEE
Common Stock ($0.01 par
value)......................... 1,650,000 shares $31.23 $51,529,500 $4,740.71
* All of the securities registered by this registration statement are issuable
under the Plans. This registration statement includes: (a) 1,500,000 shares of
common stock, par value $.01 per share, with respect to the 2000 Employee Stock
Option Plan and (b) 150,000 shares of common stock with respect to the 2000
Director Stock Option Plan. This registration statement also includes: (a)
2,500,000 shares of common stock, $.01 par value per share, with respect to the
2000 Employee Stock Option Plan and (b) 200,000 shares of common stock with
respect to the 2000 Director Stock Option Plan, for which a registration fee
was paid with the filing of Registration Statement No. 333-52478, on
Form S-8, with the Securities and Exchange Commission on December 21, 2000.
** Estimated, in accordance with Rule 457(c), solely for the purpose of
calculating the registration fee. The Proposed Maximum Offering Price Per Share
represents the average of the high and low prices of our common stock as
reported by The New York Stock Exchange on October 1, 2002.
EXPLANATORY NOTES
Pursuant to General Instruction E of Form S-8, this registration statement
incorporates by reference Registration Statement No. 333-52478, on Form S-8,
including the reoffer prospectus contained therein, filed with the Securities
and Exchange Commission on December 21, 2000, and Post-Effective Amendment No. 1
to such Registration Statement, including the reoffer prospectus contained
therein, which was filed with the Securities and Exchange Commission on May 1,
2001.
Included on the immediately following pages is a "reoffer prospectus." The
reoffer prospectus is filed as part of the Registration Statement on Form S-8
and has been prepared in accordance with the requirements of Part I of Form S-3.
It may be used for reoffers of common stock defined as "control securities"
under Instruction C to Form S-8 acquired by "affiliates" (as the term is defined
in Rule 405 of the General Rules and Regulations under the Securities Act of
1933, as amended) pursuant to the exercise of stock options granted under our
2000 Employee Stock Option Plan and 2000 Director Stock Option Plan.
PROSPECTUS
MACK-CALI REALTY CORPORATION
409,519 SHARES OF
COMMON STOCK
We are a fully-integrated, self-administered and self-managed real estate
investment trust. The persons listed as our selling shareholders in this
prospectus are offering and selling up to 409,519 shares of our common stock. We
will issue these shares of our common stock to such selling shareholders upon
their exercise of options now or hereafter granted. All net proceeds from the
sale of the shares of common stock offered by this prospectus will go to the
selling shareholders. We will not receive any proceeds from such sales.
The selling shareholders may offer their shares of common stock through
public or private transactions, in the over-the-counter markets or on any
exchanges on which our common stock is traded at the time of sale, at prevailing
market prices or at privately negotiated prices. The selling shareholders may
engage brokers or dealers who may receive commissions or discounts from the
selling shareholders. We will pay substantially all of the expenses incident to
the registration of such shares, except for the selling commissions.
Our common stock is listed on The New York Stock Exchange and the Pacific
Exchange under the symbol "CLI." The closing price of our common stock as
reported on The New York Stock Exchange on October 1, 2002, was $31.00 per
share.
INVESTMENT IN OUR COMMON STOCK INVOLVES CERTAIN RISKS, INCLUDING THOSE
DESCRIBED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
31, 2001. YOU SHOULD CONSIDER SUCH RISK FACTORS BEFORE INVESTING IN OUR COMMON
STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is October 2, 2002.
TABLE OF CONTENTS
PAGE
--------
Available Information................ 1
Incorporation of Certain Documents by
Reference.......................... 2
Information About Us................. 3
Use of Proceeds...................... 3
Selling Shareholders................. 4
Plan of Distribution................. 5
Description of Our Common Stock...... 6
Legal Matters........................ 7
Experts.............................. 7
i
We have not authorized any dealer, salesperson or any other person to give
any information or to make any representations other than those contained in
this prospectus in connection with the offer made by this prospectus and, if
given or made, you must not rely upon such information or representations as
having been authorized by us or the selling shareholders. This prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered by this prospectus in any jurisdiction in which such offer or
solicitation is not authorized, or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this prospectus nor any sale
made under this prospectus will, under any circumstances, create any implication
that the information contained in this prospectus is correct as of any time
after the date of this prospectus.
AVAILABLE INFORMATION
We have not authorized any dealer, salesperson or any other person to
give any information or to make any representations other than those
contained in this prospectus in connection with the offer made by this
prospectus and, if given or made, you must not rely upon such information or
representations as having been authorized by us or the selling shareholders.
This prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, the securities offered by this prospectus in any jurisdiction
in which such offer or solicitation is not authorized, or to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery
of this prospectus nor any sale made under this prospectus will, under any
circumstances, create any implication that the information contained in this
prospectus is correct as of any time after the date of this prospectus.
We file annual, quarterly and current reports with the Securities and
Exchange Commission. You may read and copy any document we file at the
Securities and Exchange Commission's public reference room located at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the following regional
offices of the Securities and Exchange Commission: 233 Broadway, New York, New
York 10279 and 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604. You
may obtain information on the operation of the public reference room of the
Securities and Exchange Commission by calling the Securities and Exchange
Commission at 1-800-SEC-0330. You also can request copies of such documents,
upon payment of a duplicating fee, by writing to the public reference room of
the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549. The Securities and Exchange Commission maintains a web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Securities and Exchange
Commission. The address of the Securities and Exchange Commission's web site is:
http://www.sec.gov. In addition, our common stock is listed on The New York
Stock Exchange and the Pacific Exchange, and similar information concerning us
can be inspected and copied at the offices of The New York Stock Exchange, 20
Broad Street, New York, New York 10005.
We have filed with the Securities and Exchange Commission a registration
statement on Form S-8 (of which this prospectus is a part) under the Securities
Act of 1933, as amended, with respect to the securities offered by this
prospectus. This prospectus does not contain all of the information set forth in
the registration statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Securities and Exchange
Commission. Statements contained in this prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance
please see the copy of such contract or other document filed as an exhibit to
the registration statement, each such statement being qualified in all respects
by such reference and the exhibits and schedules thereto. For further
information regarding us and the securities offered by this prospectus,
please refer to the registration statement and such exhibits and schedules
which may be obtained from the Securities and Exchange Commission at its
principal office in Washington, D.C. upon payment of the fees prescribed by
the Securities and Exchange Commission, or from its web site.
1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information we incorporate by reference is considered to be part of this
prospectus, and information that we file later with the Securities and Exchange
Commission automatically will update and supersede such information. We
incorporate by reference the documents listed below and any future filings we
make with the Securities and Exchange Commission under Sections 13(a), 13(c) 14
or 15(d) of the Securities Exchange Act of 1934, as amended:
(a) Our Annual Report on Form 10-K (File No. 1-13274) for the fiscal year ended
December 31, 2001;
(b) Our Quarterly Reports on Form 10-Q (File Nos. 1-13274) for the fiscal
quarters ended March 31, 2002 and June 30, 2002 and;
(c) Our Current Reports on Form 8-K (File Nos. 1-13274) dated May 13, 2002 and
June 4, 2002;
(d) Our Proxy Statement relating to our Annual Meeting of Stockholders held on
May 14, 2002; and
(e) The description of our common stock and the description of certain
provisions of the laws of the State of Maryland and our charter and bylaws,
contained in our Articles of Restatement dated June 11, 2001, filed as Exhibit
3.1 to our Quarterly Report on Form 10-Q dated June 30, 2001, and our Amended
and Restated Bylaws dated June 10, 1999, filed as Exhibit 3.2 to our Current
Report on Form 8-K dated June 10, 1999, and any amendments or reports filed
for the purpose of updating such description.
You may request a copy of these filings (including the exhibits to such
filings that we have specifically incorporated by reference in such filings) at
no cost, by writing or telephoning our executive offices at the following
address:
Mack-Cali Realty Corporation
Attention: Chief Financial Officer
11 Commerce Drive
Cranford, New Jersey 07016
(908) 272-8000
You should rely only on the information provided or incorporated by
reference in this prospectus or any related supplement. We have not authorized
anyone else to provide you with different information. The selling shareholders
will not make an offer of these shares in any state that prohibits such an
offer. You should not assume that the information in this prospectus or any
supplement is accurate as of any date other than the date on the cover page of
such documents.
2
ALL REFERENCES IN THIS PROSPECTUS TO "WE," "US," OR "OUR" INCLUDE MACK-CALI
REALTY CORPORATION, A MARYLAND CORPORATION, AND ANY SUBSIDIARIES OR OTHER
ENTITIES THAT WE OWN OR CONTROL. ALL REFERENCES TO "MACK-CALI REALTY, L.P." IN
THIS PROSPECTUS INCLUDE MACK-CALI REALTY, L.P., A DELAWARE LIMITED PARTNERSHIP,
AND ANY SUBSIDIARIES OR OTHER ENTITIES THAT IT OWNS OR CONTROLS. ALL REFERENCES
IN THIS PROSPECTUS TO "COMMON STOCK" REFER TO OUR COMMON STOCK, PAR VALUE $.01
PER SHARE. ALL REFERENCES IN THIS PROSPECTUS TO "UNITS" REFER TO THE UNITS OF
LIMITED PARTNERSHIP INTEREST IN MACK-CALI REALTY, L.P.
INFORMATION ABOUT US
We are a fully-integrated, self-administered and self-managed real estate
investment trust, or "REIT." We own and operate a real estate portfolio
comprised predominately of Class A office and office/flex properties located
primarily in the Northeast, as well as commercial real estate leasing,
management, acquisition, development and construction services on an in-house
basis.
As of September 1, 2002, we owned or had interests in 260 properties plus
developable land. Our properties aggregate approximately 27.4 million square
feet, which are comprised of 151 office buildings and 96 office/flex buildings,
totaling approximately 26.9 million square feet (which include five office
buildings and one office/flex building aggregating 1.5 million square feet,
owned by unconsolidated joint ventures in which we have investment interests),
six industrial/warehouse buildings totaling approximately 387,000 square feet,
three stand-alone retail properties totaling approximately 118,040 square feet
(which includes one retail property totaling approximately 100,740 square feet,
owned by an unconsolidated joint venture in which we have an investment
interest), three land leases and one hotel property (which is owned by an
unconsolidated joint venture in which we have an investment interest). Our
properties are located in 10 states, primarily in the Northeast, plus the
District of Columbia.
We believe that our properties have excellent locations and access and that
we effectively maintain and professionally manage them. As a result, we believe
that our properties attract high quality tenants and achieve among the highest
rental, occupancy and tenant retention rates within their markets.
Our strategy is to focus on attractive opportunities in
high-barrier-to-entry markets, primarily predicated on our strong presence in
the Northeast region of the United States. We plan to sell substantially all of
our properties located in the Southwestern and Western regions, using such
proceeds to invest in property acquisitions and development projects in our core
Northeast markets, as well as to repay debt and fund stock repurchases.
Our shares of common stock are listed on The New York Stock Exchange and
the Pacific Exchange under the symbol "CLI." We have paid regular quarterly
distributions on our common stock since we commenced operations as a REIT in
1994. We intend to continue making regular quarterly distributions to the
holders of our common stock. Distributions depend upon a variety of factors, and
there can be no assurance that distributions will be made in the future.
All of our interests in the properties are held by, and our operations are
conducted through, Mack-Cali Realty, L.P., a Delaware limited partnership, or by
entities controlled by Mack-Cali Realty, L.P. We are the sole general partner of
Mack-Cali Realty, L.P. As of June 30, 2002, we were the beneficial owner of
approximately 80.4 percent of the outstanding partnership interests of Mack-Cali
Realty, L.P., assuming the conversion of all of our preferred limited
partnership units into common limited partnership units.
We were incorporated under the laws of the State of Maryland on May 24,
1994. Our executive offices are located at 11 Commerce Drive, Cranford, New
Jersey 07016, and our telephone number is (908) 272-8000. We have an internet
web address at "http://www.mack-cali.com."
USE OF PROCEEDS
We are registering the shares of common stock offered by this prospectus
for the account of the selling shareholders identified in the section of this
prospectus entitled "Selling Shareholders." All of the net proceeds from the
sale of the common stock will go to the selling shareholders who offer and sell
their shares of such stock. We will not receive any part of the proceeds from
the sale of such shares.
3
SELLING SHAREHOLDERS
The selling shareholders are persons listed in the table below who have
acquired the common stock offered by this prospectus pursuant to our 2000
Director Stock Option Plan and/or 2000 Employee Stock Option Plan. Each selling
shareholder will receive all of the net proceeds from the sale of his shares of
common stock offered by this prospectus.
The following table sets forth certain information regarding the ownership
of our common stock by the selling shareholders as of September 1, 2002. The
number of shares of common stock outstanding will not change as a result of the
offering, nor will the number of shares owned or percentage of ownership of any
persons other than the selling shareholders change as a result thereof. There is
no assurance that any of the selling shareholders will offer for sale or sell
any or all of the common stock offered by them pursuant to this prospectus.
NUMBER OF
NUMBER OF NUMBER OF SHARES TO BE
SHARES OWNED SHARES OWNED
PRIOR TO REGISTERED AFTER
NAME AND POSITION WITH US OFFERING(1) HEREBY(2) OFFERING(3)
------------------------------ ------------ ---------- ------------
Mitchell E. Hersh......................................... 673,900 150,000 523,900
Chief Executive Officer and Director
Timothy M. Jones.......................................... 520,575 90,000 430,575
President
Barry Lefkowitz........................................... 223,587 75,000 148,587
Executive Vice President and Chief Financial Officer
Roger W. Thomas........................................... 220,798 76,000 144,798
Executive Vice President, General Counsel and Secretary
Michael A. Grossman....................................... 123,351 18,519 104,832
Executive Vice President
(1) Includes shares of common stock acquired not pursuant to any employee or
director benefit plan, common stock underlying options and restricted stock
granted pursuant to our 2000 Employee Stock Option Plan and our 2000 Director
Stock Option Plan (both vested and unvested), common stock underlying vested
options, restricted stock granted under any other employee or director
benefit plan, and common stock underlying common units, preferred units (as
converted into common units), warrants to acquire units and vested warrants to
acquire common stock.
(2) Includes all common stock underlying options granted and all restricted
stock issued pursuant to our 2000 Employee Stock Option Plan and our 2000
Director Stock Option Plan.
(3) Assumes all shares registered under this prospectus will be sold. Each
selling shareholder would own less than one percent of the number of outstanding
shares of common stock at September 1, 2002.
Information regarding each selling shareholder's current relationship with us or
our predecessors and affiliates and such relationships, if any, within the past
three years is set forth below.
MITCHELL E. HERSH has served as our Chief Executive Officer since 1999.
Mr. Hersh also has served as a member of our Board of Directors and its
Executive Committee since 1997. Mr. Hersh served as our President and Chief
Operating Officer from December 1997 through April 19, 1999, when he became
Chief Executive Officer.
TIMOTHY M. JONES has served as our President since 1999. Previously, Mr.
Jones served as our Executive Vice President and Chief Investment Officer
from 1997 through 1999.
BARRY LEFKOWITZ has served as our Executive Vice President since 1997
and Chief Financial Officer since 1994.
ROGER W. THOMAS has served as our Executive Vice President and Secretary
since 1997, and as our General Counsel since 1994.
MICHAEL A. GROSSMAN has served as our Executive Vice President since
2000. Mr. Grossman served as our Senior Vice President in 2000, and as our
Vice President from 1997 to January 2000.
4
PLAN OF DISTRIBUTION
The shares of our common stock offered by this prospectus may be sold from
time to time by the selling shareholders, or by pledgees, donees, transferees or
other successors in interest. Such sales may be made on The New York Stock
Exchange or other exchanges on which our common stock is traded, in the
over-the-counter market, or otherwise, at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The shares may be sold in one or more of the following
transactions:
(a) a block trade in which the broker or dealer so engaged will attempt to
sell the selling shareholder shares as agent, but may position and
resell a portion of the block as principal to facilitate the
transaction;
(b) purchases by a broker or dealer as principal and resale by the broker
or dealer for its account pursuant to this prospectus;
(c) an exchange distribution in accordance with the rules of the exchange;
and
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
In effecting sales, brokers or dealers engaged by the selling shareholders may
arrange for other brokers or dealers to participate. Any broker or dealer to be
utilized by a selling shareholder will be selected by such selling shareholder.
Brokers or dealers will receive commissions or discounts from selling
shareholders in amounts to be negotiated immediately prior to the sale. These
brokers or dealers and any other participating brokers or dealers, as well as
certain pledgees, donees, transferees and other successors in interest, may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, as amended, in connection with the sales. In addition,
any securities covered by this prospectus that qualify for sale pursuant to Rule
144 under the Securities Act of 1933, as amended, may be sold under Rule 144
rather than pursuant to this prospectus.
Upon being notified by a selling shareholder that any material arrangement
has been entered into with a broker-dealer for the sale of selling shareholder
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, we will file a
supplemental prospectus, if required, pursuant to Rule 424(c) under the
Securities Act of 1933, as amended, disclosing: (i) the name of each such
selling shareholder and of the participating broker-dealer(s), (ii) the number
of selling shareholder shares involved, (iii) the price at which such selling
shareholder shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction.
The selling shareholders reserve the sole right to accept and, together
with any agent of the selling shareholders, to reject in whole or in part any
proposed purchase of the selling shareholder shares. The selling shareholders
will pay any sales commissions or other seller's compensation applicable to such
transactions.
To the extent required, the amount of the shares to be sold, purchase
prices, public offering prices, the names of any agents, dealers or
underwriters, and any applicable commissions or discounts with respect to a
particular offer will be set forth in a prospectus supplement accompanying this
prospectus or, if appropriate, a post-effective amendment to the registration
statement. The selling shareholders and agents who execute orders on their
behalf may be deemed to be underwriters as that term is defined in Section 2(11)
of the Securities Act of 1933, as amended, and a portion of any proceeds of
sales and discounts, commissions or other seller's compensation may be deemed to
be underwriting compensation for purposes of the Securities Act of 1933, as
amended.
Offers and sales of shares of the common stock have not been registered or
qualified under the laws of any country, other than the United States. To comply
with certain states' securities laws, if applicable, the selling shareholder
shares will be offered or sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the selling
shareholder shares may not be offered or sold unless they have been registered
or qualified for sale in such states or an exemption from registration or
qualification is available and is complied with.
5
Each selling shareholder and any other person participating in a
distribution of shares of our common stock will be subject to applicable
provisions of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, including without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of any of our shares
of common stock by the selling shareholders or any such other person. This
may affect the marketability of our common stock and the brokers' and
dealers' ability to engage in market-making activities with respect to our
common stock.
We will pay substantially all of the expenses incident to the registration
of the shares of common stock offered by this prospectus, estimated to be
approximately $10,000.
DESCRIPTION OF OUR COMMON STOCK
GENERAL
Our authorized capital stock consists of 190,000,000 shares of common
stock, par value $.01 per share, and 5,000,000 shares of preferred stock, par
value $.01 per share. At September 1, 2002, 57,664,318 shares of common stock
were issued and outstanding, and no shares of preferred stock were issued and
outstanding.
Each outstanding share of common stock will entitle the holder to one
vote on all matters presented to shareholders for a vote, subject to the
provisions of our charter regarding the ownership of shares of common stock in
excess of the ownership limit described below. Holders of shares of common stock
will have no preemptive rights or cumulative voting rights. All shares of common
stock to be outstanding following this offering will be duly authorized, fully
paid, and nonassessable. Distributions may be paid to the holders of shares of
common stock if and when declared by our board of directors out of funds legally
available therefor. We have paid regular and uninterrupted quarterly dividends
from the third quarter of 1994.
Under Maryland law, shareholders generally are not liable for our debts or
obligations. If we are liquidated, subject to the right of any holders of
preferred stock to receive preferential distribution, each outstanding share of
common stock will be entitled to participate pro rata in the assets remaining
after payment of, or adequate provision for, all known debts and liabilities,
including debts and liabilities arising out of our role as general partner of
Mack-Cali Realty, L.P.
With certain exceptions, our charter provides that no person may own, or be
deemed to own by virtue of the attribution rules of the Internal Revenue Code,
more than 9.8 percent of the value of our issued and outstanding shares of
capital stock. See "--Restrictions on Transfer" below.
The registrar and transfer agent for our common stock is EquiServe Trust
Company, N.A.
REDEMPTION RIGHTS
Certain individuals who received common units in Mack-Cali Realty, L.P.
have the right to have their common units redeemed for cash, based upon the fair
market value of an equivalent number of shares of our common stock at the time
of such redemption, or, at our election, shares of our common stock, on a
one-for-one basis. However, we may not pay for such redemption with shares of
common stock if, after giving effect to such redemption, any person would
beneficially or constructively own shares in excess of the ownership limit
described in "Restrictions on Transfer". As of June 30, 2002, the limited
partners of Mack-Cali Realty, L.P. owned 14,089,197 common units, assuming
conversion of all preferred limited partnership units into common limited
partnership units, which can be redeemed for an equal number of shares of our
common stock.
RESTRICTIONS ON TRANSFER
OWNERSHIP LIMITS. Our charter contains certain restrictions on the number
of shares of capital stock that a shareholder may own, directly or beneficially.
For us to qualify as a REIT under the Internal Revenue Code, no more than 50
percent of the value of our outstanding shares
6
of capital stock may be owned, directly or indirectly, by five or fewer
individuals (as defined in the Internal Revenue Code to include certain
entities) during the last half of a taxable year (other than the first year) or
during a proportionate part of a shorter taxable year. The capital stock also
must be beneficially owned by 100 or more persons during at least 335 days of a
taxable year or during a proportionate part of a shorter taxable year. Because
we expect to continue to qualify as a REIT, our charter contains restrictions on
the direct and beneficial acquisition of capital stock intended to ensure
compliance with these requirements.
Our charter, subject to certain exceptions, provides that no holder may
own, or be deemed to own by virtue of the attribution provisions of the Internal
Revenue Code, more than 9.8 percent (the "Ownership Limit") of the value of the
issued and outstanding shares of capital stock. Our board of directors may
exempt a person from the Ownership Limit if evidence satisfactory to the board
of directors or our tax counsel is presented that such ownership will not then
or in the future jeopardize our status as a REIT. As a condition of such
exemption, the intended transferee must give us written notice of the proposed
transfer and must furnish such opinions of counsel, affidavits, undertakings,
agreements and information as may be required by the board of directors no later
than the 15th day prior to any transfer which, if consummated, would result in
the intended transferee having the direct or beneficial ownership of shares in
excess of the Ownership Limit. The foregoing restrictions on transferability and
ownership will not apply if the board of directors determines that it is no
longer in our best interests to continue to qualify as a REIT. Any transfer of
securities that would: (1) create a direct or indirect ownership of shares of
stock in excess of the Ownership Limit; (2) result in the shares of stock being
owned by fewer than 100 persons; or (3) result in us being "closely held"
within the meaning of Section 856(h) of the Internal Revenue Code, will be null
and void, and the transferor will be deemed not to have transferred the shares.
All certificates representing shares of common stock will bear a legend
referring to the restrictions described above.
Every owner of more than five percent (or such lower percentage as required
by the Internal Revenue Code or its regulations) of the issued and outstanding
shares of capital stock must file a written notice with us containing the
information specified in the charter no later than January 31 of each year. In
addition, every shareholder will upon demand be required to disclose in writing
such information as we may request in order to determine the effect of such
shareholder's direct, indirect and constructive ownership of such shares on our
status as a REIT.
The foregoing ownership limitations may have the effect of precluding
acquisition of control of us without the consent of the board of directors.
LEGAL MATTERS
Our counsel, Pryor Cashman Sherman & Flynn LLP, New York, New York, will
issue an opinion to us regarding certain legal matters in connection with this
offering, including the validity of the issuance of the shares of common stock
offered by this prospectus.
EXPERTS
The consolidated financial statements and financial statement schedule
incorporated in this prospectus by reference to our Annual Report on Form 10-K
for the year ended December 31, 2001 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
7
We have not authorized any dealer, salesperson or any other person to
give any information or to make any representations other than those
contained in this prospectus in connection with the offer made by this
prospectus and, if given or made, you must not rely upon such information or
representations as having been authorized by us or the selling shareholders.
This prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, the securities offered by this prospectus in any jurisdiction
in which such offer or solicitation is not authorized, or to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery
of this prospectus nor any sale made under this prospectus will, under any
circumstances, create any implication that the information contained in this
prospectus is correct as of any time after the date of this prospectus.
409,519 SHARES
MACK-CALI REALTY CORPORATION
COMMON STOCK
----------------------------
PROSPECTUS
----------------------------
OCTOBER 2, 2002
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We hereby incorporate by reference in this registration statement the
following documents:
(a) Our Annual Report on Form 10-K (File No. 1-13274) for the fiscal year ended
December 31, 2001;
(b) Our Quarterly Reports on Form 10-Q (File Nos. 1-13274) for the fiscal
quarters ended March 31, 2002 and June 30, 2002;
(c) Our Current Reports on Form 8-K (File Nos. 1-13274) dated May 13, 2002 and
June 4, 2002;
(d) Our Proxy Statement relating to our Annual Meeting of Stockholders held on
May 14, 2002; and
(e) The description of our common stock and the description of certain
provisions of the laws of the State of Maryland and our charter and bylaws,
contained in our Articles of Restatement dated June 11, 2001, filed as
Exhibit 3.1 to our Quarterly Report on Form 10-Q dated June 30, 2001, and
our Amended and Restated Bylaws dated June 10, 1999, filed as Exhibit 3.2 to
our Current Report on Form 8-K dated June 10, 1999, and any amendments or
reports filed for the purpose of updating such description.
The information we incorporate by reference is considered to be part of
this prospectus and information that we file later with the Securities and
Exchange Commission automatically will update and supersede such information. We
incorporate by reference the documents listed above and any future filings we
make with the Securities and Exchange Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our officers and directors are indemnified under Maryland law, our charter
and the Second Amended and Restated Agreement of Limited Partnership of
Mack-Cali Realty, L.P., as amended (the "Partnership Agreement of Mack-Cali
Realty, L.P."), against certain liabilities. Our charter authorizes us, and our
bylaws require us to indemnify our directors and officers to the fullest extent
permitted from time to time by the laws of the State of Maryland.
The Maryland General Corporation Law ("MGCL") permits a corporation to
indemnify its directors and officers, among others, 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 in those capacities unless it is established that the act or
omission of the director or officer 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 the director or officer actually received an improper
personal benefit in money, property or services, or in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful, or the director or officer was adjudged to be liable
to the corporation for the act or omission. No amendment of our charter shall
limit or eliminate the right to indemnification provided with respect to acts or
omissions occurring prior to such amendment or repeal. Maryland law permits us
to provide indemnification to an officer to the same extent as a director,
although additional indemnification may be provided if such officer is not also
a director.
The MGCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money
II-1
damages, with specified exceptions. The MGCL does not, however, permit the
liability of directors and officers to the corporation or its stockholders to be
limited to the extent that (1) it is proved that the person actually received an
improper benefit or profit in money, property or services (to the extent such
benefit or profit was received) or (2) a judgment or other final adjudication
adverse to such person is entered in a proceeding based on a finding that the
person's action, or failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the
proceeding. Our charter contains a provision consistent with the MGCL. No
amendment of our charter shall limit or eliminate the limitation of liability
with respect to acts or omissions occurring prior to such amendment or repeal.
The Partnership Agreement of Mack-Cali Realty, L.P. also provides for
indemnification of us and our officers and directors to the same extent
indemnification is provided to our officers and directors in our charter, and
limits the liability of us and our officers and directors to Mack-Cali Realty,
L.P. and its partners to the same extent liability of our officers and directors
to our stockholders is limited under our charter.
In addition, the Delaware Revised Limited Partnership Act provides that a
limited partner has the power to indemnify and hold harmless any partner or
other person from and against any and all claims and demands whatsoever, subject
to such standards and restrictions, if any, as are set forth in its partnership
agreement.
We have entered into indemnification agreements with each of our directors
and officers. The indemnification agreements require, among other things, that
we indemnify our directors and officers to the fullest extent permitted by law,
and advance to the directors and officers all related expenses, subject to
reimbursement if it is subsequently determined that indemnification is not
permitted. We also must indemnify and advance all expenses incurred by directors
and officers seeking to enforce their rights under the indemnification
agreements, and cover directors and officers under our directors' and officers'
liability insurance. Although the form of indemnification agreement offers
substantially the same scope of coverage afforded by provisions of our charter
and bylaws and the Partnership Agreement of Mack-Cali Realty, L.P., it provides
greater assurance to directors and officers that indemnification will be
available, because, as a contract, it cannot be modified unilaterally in the
future by the board of directors or by the stockholders to eliminate the rights
it provides.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to
our Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on January 16, 1998
and incorporated herein by reference).
5.1 Opinion of Pryor Cashman Sherman & Flynn LLP
10.1 2000 Employee Stock Option Plan (filed as Exhibit 10.1 to
our Registration Statement on Form S-8, Registration
Number 333-52478, as amended by the First Amendment to
the 2000 Employee Stock Option Plan filed as Exhibit
10.17 to our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002, each incorporated herein
by reference).
10.2 2000 Director Stock Option Plan (filed as Exhibit 10.2 to
our Registration Statement on Form S-8, Registration
Number 333-52478, as amended by the First Amendment to
the 2000 Director Stock Option Plan filed as Exhibit
10.18 to our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002, each incorporated herein
by reference).
23.1 Consent of Pryor Cashman Sherman & Flynn LLP (included in
Exhibit 5.1)
II-2
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (see signature page)
II-3
ITEM 9. UNDERTAKINGS.
We, the undersigned registrant, hereby undertake:
(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
this registration statement or any material change to such information in this
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, as amended, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, 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.
We hereby further undertake that, for the purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of our
annual reports pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended, 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by one of our directors, officers or controlling
persons 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, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act of 1933, as amended,
and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-8 and have duly caused this registration
statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York on this 10th day of
September, 2002.
MACK-CALI REALTY CORPORATION
By: /s/ MITCHELL E. HERSH
-----------------------------------------
Mitchell E. Hersh
CHIEF EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Mitchell E. Hersh, Timothy Jones, Roger W.
Thomas, Barry Lefkowitz or Michael Grossman, or any one of them, his or her
attorneys-in-fact and agents, each with full power of substitution and
resubstitution for him or her in any and all capacities, to sign any or all
amendments or post-effective amendments to this registration statement or a
registration statement prepared in accordance with Rule 462 of the Securities
Act of 1933, as amended, and to file the same, with exhibits thereto and other
documents in connection herewith or in connection with the registration of the
offered securities under the Securities Exchange Act of 1934, as amended, with
the Securities and Exchange Commission, granting unto each of such
attorneys-in-fact and agents full power to do and perform each and every act and
thing requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact and agents or
his or her substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MITCHELL E. HERSH
------------------------------------------- Chief Executive Officer and September 10, 2002
Mitchell E. Hersh Director
/s/ BARRY LEFKOWITZ Executive Vice President
------------------------------------------- and Chief Financial September 10, 2002
Barry Lefkowitz Officer
/s/ WILLIAM L. MACK
------------------------------------------- Chairman of the Board September 10, 2002
William L. Mack
/s/ JOHN J. CALI
------------------------------------------- Chairman Emeritus September 10, 2002
John J. Cali
/s/ BRENDAN T. BYRNE
------------------------------------------- Director September 10, 2002
Brendan T. Byrne
/s/ JOHN R. CALI
------------------------------------------- Director September 10, 2002
John R. Cali
II-5
SIGNATURE TITLE DATE
--------- ----- ----
/s/ NATHAN GANTCHER
------------------------------------------- Director September 10, 2002
Nathan Gantcher
------------------------------------------- Director September 10, 2002
Martin D. Gruss
/s/ EARLE I. MACK
------------------------------------------- Director September 10, 2002
Earle I. Mack
/s/ ALAN G. PHILIBOSIAN
------------------------------------------- Director September 10, 2002
Alan G. Philibosian
------------------------------------------- Director September 10, 2002
Irvin D. Reid
/s/ VINCENT TESE
------------------------------------------- Director September 10, 2002
Vincent Tese
/s/ ROBERT F. WEINBERG
------------------------------------------- Director September 10, 2002
Robert F. Weinberg
/s/ ROY J. ZUCKERBERG
------------------------------------------- Director September 10, 2002
Roy J. Zuckerberg
II-6
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------------------ ----------------------
4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to
our Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on January 16, 1998
and incorporated herein by reference).
5.1 Opinion of Pryor Cashman Sherman & Flynn LLP
10.1 2000 Employee Stock Option Plan (filed as Exhibit 10.1 to
our Registration Statement on Form S-8, Registration
Number 333-52478, as amended by the First Amendment to
the 2000 Employee Stock Option Plan filed as Exhibit
10.17 to our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002, each incorporated herein
by reference).
10.2 2000 Director Stock Option Plan (filed as Exhibit 10.2 to
our Registration Statement on Form S-8, Registration
Number 333-52478, as amended by the First Amendment to
the 2000 Director Stock Option Plan filed as Exhibit
10.18 to our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002, each incorporated herein
by reference).
23.1 Consent of Pryor Cashman Sherman & Flynn LLP (included in
Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (see signature page)