As filed with the Securities and Exchange Commission on June 9, 2006
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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RECKSON ASSOCIATES REALTY CORP.
(Exact name of registrant as specified in its charter)
Maryland 11-3233650
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
225 Broadhollow Road
Melville, New York 11747
(631) 694-6900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Reckson Associates Realty Corp. 2005 Stock Option Plan
(Full title of the plan)
-----------------------
Scott H. Rechler
Chairman of the Board and Chief Executive Officer
Reckson Associates Realty Corp.
225 Broadhollow Road
Melville, New York 11747
(631) 694-6900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of Securities Amount to Proposed maximum Proposed maximum Amount of registration
to be registered be registered(1) offering price per aggregate offering fee
share price
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01
per share 2,000,000 $39.85(2)(3) $79,700,000(2)(3) $8,527.90(4)
================================================================================================================================
(1) Plus such additional number of shares as may be required pursuant to the
2005 Stock Option Plan with respect to which no additional consideration
will be paid (i) in the event of a stock dividend, reverse stock split,
split up, recapitalization or capital adjustments and (ii) that are
issuable pursuant to dividend equivalent rights relating to stock
options or restricted stock units issued under the 2005 Stock Option
Plan.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act").
(3) Calculated pursuant to Rule 457(c) and (h) under the Securities Act
based on the average of the high and low prices for the common stock
reported on the New York Stock Exchange on June 7, 2006.
(4) In accordance with Rule 457(h), the filing fee is based on the maximum
number of the registrant's securities issuable under the 2005 Stock
Option Plan that are covered by this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents and the documents incorporated by reference herein pursuant to
Item 3 of Part II hereof, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Reckson Associates Realty Corp. (the "Company") hereby incorporates by
reference the documents listed in (a), (b), (c), (d) and (e) below which have
previously been filed with the Securities and Exchange Commission (the
"Commission").
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2005.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006.
(c) The Company's Current Reports on Form 8-K (including amendments to
Current Reports on Form 8-K/A) filed February 21, 2006, March 1,
2006, March 31, 2006 and April 7, 2006, respectively.
(d) The Company's definitive proxy statement on Schedule 14A filed on
April 10, 2006.
(e) The description of the Company's common stock, par value $.01 per
share, contained in Item 1 of the Company's registration statement
on Form 8-A, as amended, filed on May 9, 1995 pursuant to Section
12 of the Securities Exchange Act of 1934 (the "Exchange Act").
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.
Item 4. Description of Securities.
Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation Law, as amended from time to time (the
"MGCL"), permits a Maryland corporation to include in its charter a provision
limiting the liability of its directors and officers to the corporation and
its stockholders for money damages except for liability resulting from (a)
actual receipt of an improper benefit or profit in money, property or services
or (b) active and deliberate dishonesty established by a final judgment as
being material to the cause of action. The charter of the Company (the
"Charter") contains such a provision which eliminates such liability to the
maximum extent permitted by Maryland law.
Our Charter authorizes us, to the maximum extent permitted by Maryland
law, to obligate ourselves to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any present or
former director or officer or (b) any individual who, while a director of the
Company and at the request of the Company serves or has served another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer, partner
or trustee of such corporation, real estate investment trust, partnership,
joint venture, trust, employee benefit plan or other enterprise and who is
made a party to the proceeding by reason of his or her service in that
capacity. Our bylaws obligate us, to the maximum extent permitted by Maryland
law, to indemnify and to pay or reimburse reasonable expenses in advance of
final disposition of a proceeding to (a) any present or former director or
officer who is made a party to the proceeding by reason of his/her service in
that capacity or (b) any individual who, while a director of the Company and
at the request of the Company, serves or has served another corporation, real
estate investment trust, partnership, joint venture, trust, employee benefit
plan or any other enterprise as a director, officer, partner or trustee of
such corporation, real estate investment trust, partnership, joint venture,
trust, employee benefit plan or other enterprise and who is made a party to
the proceeding by reason of his service in that capacity. Our Charter and
bylaws also permit us to indemnify and advance expenses to any person who
served a predecessor of the Company in any of the capacities described above
and to any employee or agent of the Company or a predecessor of the Company.
The MGCL requires a corporation (unless its charter provides otherwise,
which our Charter does not) to indemnify a director or officer who is
successful (on the merits or otherwise) in the defense of (a) any proceeding
to which he is made a party by reason of his service in that capacity and (b)
any issue, claim or matter in such a proceeding. The MGCL permits a
corporation to indemnify its present and former 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 or other
capacities unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding
and (i) was committed in bad faith or (ii) was the result of active and
deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. However, under the MGCL, a
Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation or for a judgment of liability on the basis
that personal benefit was improperly received, unless in either case a court
orders indemnification and then only for expenses. In addition, the MGCL
permits a corporation to advance reasonable expenses, upon the corporation's
receipt of (a) a written affirmation by the director or officer of his good
faith belief that he has met the standard of conduct necessary for
indemnification by the corporation and (b) a written
3
statement by or on his behalf to repay the amount paid or reimbursed by the
corporation if it shall ultimately be determined that the standard of conduct
was not met.
We have entered into indemnification agreements with each of our
executive officers and directors. The indemnification agreements require,
among other matters, that we indemnify our executive officers and directors to
the fullest extent permitted by law and advance to the executive officers and
directors all related expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted. Under these agreements, we
must also indemnify and advance all expenses incurred by executive officers
and directors seeking to enforce their rights under the indemnification
agreements and may cover executive officers and directors under the Company's
directors' and officers' liability insurance. Although indemnification
agreements offer substantially the same scope of coverage afforded by the
bylaws, they provide greater assurance to directors and executive officers
that indemnification will be available, because, as contracts, they cannot be
modified unilaterally in the future by the Board of Directors or the
stockholders to eliminate the rights they provide.
Item 7. Exemption of Registration Claimed.
Not Applicable.
Item 8. Exhibits
4.1 Articles of Amendment and Restatement of the Company (1)
4.2 Articles of Amendment of the Company filed with the Maryland State
Department of Assessments and Taxation on June 2, 2004 (2)
4.3 Articles of Amendment of the Company filed with the Maryland State
Department of Assessments and Taxation on June 2, 2004 (2)
4.4 Articles of Amendment of the Company filed with the Maryland State
Department of Assessments and Taxation on September 16, 2004 (3)
4.5. Articles of Amendment of the Company filed with the Maryland State
Department of Assessments and Taxation on May 26, 2005 (4)
4.6 Amended and Restated Bylaws of the Company (5)
4.7 Specimen share certificate of common stock (6)
4.8 Reckson Associates Realty Corp. 2005 Stock Option Plan (4)
5 Opinion of Sidley Austin LLP
23.1 Consent of Sidley Austin LLP (included as part of Exhibit 5)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Beck & Company, LLC
24 Power of Attorney (included on the signature page of this Registration
Statement)
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(1) Previously filed as an exhibit to the Company's Registration Statement
on Form S-11 (No. 333-1280) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q filed with the Commission on August 9, 2004 and incorporated herein
by reference.
(3) Previously filed as an exhibit to the Company's Current Report on Form
8-K filed with the Commission on September 20, 2004 and incorporated
herein by reference.
(4) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q filed with the Commission on August 8, 2005 and incorporated herein
by reference.
(5) Previously filed as an exhibit to the Company's Current Report on Form
8-K filed with the Commission on February 21, 2006 and incorporated
herein by reference.
(6) Previously filed as an exhibit to the Company's Registration Statement
on Form S-11 (No. 33-84324) and incorporated herein by reference.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a)(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;
(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) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or 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.
(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) 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 15(d) of the Exchange Act that is incorporated by
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reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at the 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 provisions referred to in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the 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 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, as amended,
Reckson Associates Realty Corp. certifies that is 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 Township of Huntington, State
of New York, on June 9, 2006.
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Scott H. Rechler
---------------------------------
Scott H. Rechler
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Reckson Associates Realty Corp., whose signature appears
below hereby constitutes and appoints Scott H. Rechler and Michael Maturo 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 below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Scott H. Rechler Chairman of the Board and Chief June 9, 2006
-------------------------- Executive Officer (Principal Executive Officer)
Scott H. Rechler
/s/ Michael Maturo President, Treasurer, Chief Financial Officer June 9, 2006
-------------------------- and Director
Michael Maturo (Principal Financial Officer and
Principal Accounting Officer)
/s/ Peter Quick Lead Independent Director June 9, 2006
--------------------------
Peter Quick
-------------------------- Director
Douglas Crocker II
Director
--------------------------
Elizabeth McCaul
/s/ Ronald H. Menaker Director June 9, 2006
--------------------------
Ronald H. Menaker
Director
--------------------------
Lewis S. Ranieri
/s/ John F. Ruffle Director June 9, 2006
--------------------------
John F. Ruffle
/s/ Stanley Steinberg Director June 9, 2006
--------------------------
Stanley Steinberg
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Exhibit Index
4.1 Articles of Amendment and Restatement of the Company (1)
4.2 Articles of Amendment of the Company filed with the Maryland State
Department of Assessments and Taxation on June 2, 2004 (2)
4.3 Articles of Amendment of the Company filed with the Maryland State
Department of Assessments and Taxation on June 2, 2004 (2)
4.4 Articles of Amendment of the Company filed with the Maryland State
Department of Assessments and Taxation on September 16, 2004 (3)
4.5 Articles of Amendment of the Company filed with the Maryland State
Department of Assessments and Taxation on May 26, 2005 (4)
4.6 Amended and Restated Bylaws of the Company (5)
4.7 Specimen share certificate of common stock (6)
4.8 Reckson Associates Realty Corp. 2005 Stock Option Plan (4)
5 Opinion of Sidley Austin LLP
23.1 Consent of Sidley Austin LLP (included as part of Exhibit 5)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Beck & Company, LLC
24 Power of Attorney (included on the signature page of this Registration
Statement)
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(1) Previously filed as an exhibit to the Company's Registration Statement
on Form S-11 (No. 333-1280) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q filed with the Commission on August 9, 2004 and incorporated herein
by reference.
(3) Previously filed as an exhibit to the Company's Current Report on Form
8-K filed with the Commission on September 20, 2004 and incorporated
herein by reference.
(4) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q filed with the Commission on August 8, 2005 and incorporated herein
by reference.
(5) Previously filed as an exhibit to the Company's Current Report on Form
8-K filed with the Commission on February 21, 2006 and incorporated
herein by reference.
(6) Previously filed as an exhibit to the Company's Registration Statement
on Form S-11 (No. 33-84324) and incorporated herein by reference.