S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on November 26, 1996
As filed with the Securities and Exchange Commission on November 26, 1996
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BAY APARTMENT COMMUNITIES, INC.
(Exact name of Registrant as specified in its charter)
Maryland 77-0404318
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4340 STEVENS CREEK BOULEVARD, SUITE 275
SAN JOSE, CALIFORNIA 95129
(408) 983-1500
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
BAY APARTMENT COMMUNITIES, INC. -- 1994 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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GILBERT M. MEYER
CHAIRMAN OF THE BOARD AND PRESIDENT
BAY APARTMENT COMMUNITIES, INC.
4340 STEVENS CREEK BOULEVARD, SUITE 275
SAN JOSE, CALIFORNIA 95129
(408) 983-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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With copies to:
DAVID W. WATSON, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
(1) Plus such additional number of shares as may be required pursuant to
the 1994 Stock Incentive Plan in the event of a stock dividend, reverse
stock split, split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(h) under the Securities Act
of 1933, as amended ("the Securities Act"), solely for purposes of
determining the registration fee and is based upon the price at which
outstanding options may be exercised.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act solely for purposes of determining the registration fee
and is based upon the market value of outstanding shares of Bay
Apartment Communities, Inc.'s common stock on November 19, 1996,
utilizing the average of the high and low sale prices as reported on
the New York Stock Exchange.
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This Registration Statement on Form S-8 relates to 857,000 additional
shares of common stock, $.01 par value (the "Common Stock"), of Bay Apartment
Communities, Inc. (the "Company"), which may be issued under the Company's 1994
Stock Incentive Plan, as amended and restated (the "Plan"). The Company hereby
incorporates by reference the contents of the Registration Statement on Form
S-8, File No. 33-80249, filed with the Securities and Exchange Commission (the
"Commission") on December 11, 1995, covering 663,000 shares of Common Stock,
which have been previously issued pursuant to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference the documents listed in
(a) through (d) below, which have been previously filed with the Commission.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1996, June 30, 1996 and September 30,
1996;
(c) The Company's Current Report on Form 8-K dated May 6, 1996,
Current Report on Form 8-K dated May 23, 1996, as amended by
Current Report on Form 8-K/A dated May 23, 1996, Current
Report on Form 8-K dated July 5, 1996 and Current Report on
Form 8-K dated July 26, 1996;
(d) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission
on December 7, 1993, under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any
amendments or reports filed for the purpose of updating such
description.
In addition, all documents subsequently filed with the Commission by
the Company 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 securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
24.1 Powers of Attorney (included on signature page of this
registration statement).
99.1 Bay Apartment Communities, Inc. -- 1994 Stock Incentive Plan, as
amended and restated.
2
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on this 31st day of
October, 1996.
BAY APARTMENT COMMUNITIES, INC.
By: /s/ Gilbert M. Meyer
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Gilbert M. Meyer
Chairman of the Board and President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Gilbert M. Meyer and Max L. Gardner as his or her true and lawful
attorney-in-fact and agent, with full power of substitution, for him or her and
in his or her name, place and stead, in any and all capacities to sign any or
all amendments or post-effective amendments to this registration statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his or her
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.
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EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the securities being registered.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
5.1 hereto).
24.1 Powers of Attorney (included on signature page of this
registration statement).
99.1 Bay Apartment Communities, Inc. -- 1994 Stock Incentive Plan,
as amended and restated.
S-1