S-8 POS: Post-effective amendment to a S-8 registration statement

As filed with the Securities and Exchange Commission on June 26, 1997

Registration Statement No. 333-16837

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1
TO
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 No.)

4340 STEVENS CREEK BOULEVARD, SUITE 275
SAN JOSE, CA 95129
(Address of Principal Executive Offices)

1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE 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, CA 95129
(408) 983-1500
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)

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copy to:
DAVID W. WATSON, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MA 02109
(617) 570-1000

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

Bay Apartment Communities, Inc. (the "Company") hereby incorporates by
reference the documents listed in (a) through (d) below, which have previously
been filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;

(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997;

(c) Current Report on Form 8-K dated January 21, 1997 and Current
Report on Form 8-K dated April 18, 1997, as amended by Current
Reports on Form 8-K/A dated April 18, 1997, as filed on April 21,
1997 and June 16, 1997, respectively; and

(d) The description of the Company's Common Stock contained in its
registration statement on Form 8-A, dated December 7, 1993 filed
with the Commission pursuant to Section 12 of the Exchange Act
and any amendments or reports filed for the purpose of updating
such description.

In addition, all documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a) and (c), Section 14 and Section 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment hereto 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 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

The Company's Articles of Incorporation and Bylaws, each as amended,
provide certain limitations on the liability of the Company's directors and
officers for monetary damages to the Company. The Articles of Incorporation and
Bylaws obligate the Company to indemnify its directors and officers, and permit
the Company to indemnify its employees and other agents, against certain
liabilities incurred in connection with their service in such capacities. The
Company has entered into indemnification agreements with certain of its
executive officers and members of the Board of Directors who are not officers of
the Company, pursuant to which the Company has agreed to indemnify them against
certain liabilities incurred in connection with their service as executive
officers and/or directors. These provisions and contracts could reduce the legal
remedies available to the Company and its stockholders against these
individuals.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

5.1* Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered


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23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants
23.2* Consent of Goodwin, Procter & Hoar LLP
24.1* Powers of Attorney
99.1 Bay Apartment Communities, Inc. - 1996 Non-Qualified Employee
Stock Purchase Plan
99.2 Bay Apartment Communities, Inc. - 1996 Non-Qualified Employee
Stock Purchase Plan - Plan Information Statement

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* Previously filed

Item 9. Undertakings.

(a) 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;

(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; 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
herein do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the undersigned registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement;

(2) That, for the purpose of determining any liability under
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 that time shall be deemed
to be the initial bona fide offering thereof; and

(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.

(b) The undersigned registrant hereby undertakes 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 (and, where
applicable, each filing of any employee benefit plan's annual
report pursuant to 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.

(c) 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 foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the 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 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 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, Bay Apartment
Communities, Inc. 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, California on this 26th day of
June, 1997.

BAY APARTMENT COMMUNITIES, INC.

By: /s/ Gilbert M. Meyer
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Gilbert M. Meyer
Chairman of the Board and President

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.