As filed with the Securities and Exchange Commission on October 8, 1999
Registration No. 333-**
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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CORPORATE OFFICE PROPERTIES TRUST
(Exact name of company as specified in its charter)
MARYLAND 23-2947217
(State or Other Jurisdiction of (IRS Employer Identification
Incorporation or Organization) Number)
401 CITY AVENUE
SUITE 615
BALA CYNWYD, PA 19004
(Address of principal executive (Zip Code)
offices)
CORPORATE OFFICE PROPERTIES TRUST
1998 LONG TERM INCENTIVE PLAN
(Full title of the plan)
CLAY W. HAMLIN, III
CHIEF EXECUTIVE OFFICER
CORPORATE OFFICE PROPERTIES TRUST
401 CITY AVENUE, SUITE 615
BALA CYNWYD, PA 19004
(Name and address of agent for service)
(610) 538-1800
(Telephone number, including area code, of agent for service)
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COPIES OF ALL COMMUNICATIONS TO:
JOHN F. BALES JOHN H. GURLEY
MORGAN, LEWIS & BOCKIUS LLP VICE PRESIDENT & GENERAL COUNSEL
1701 MARKET STREET CORPORATE OFFICE PROPERTIES TRUST
PHILADELPHIA, PA 19103 401 CITY AVENUE, SUITE 615
(215) 963-5478 BALA CYNWYD, PA 19004
(610) 538-1800
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price Aggregate Amount of
To be registered Registered(1) per share(2) offering price(2) Registration fee(2)
- --------------------------------------- ---------------------- ----------------------- ----------------------- --------------------
Common Shares, $0.01 par value
2,850,623 (2) $35,772,048 $9,945
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(1) This Registration Statement covers shares of Corporate Office
Properties Trust's common shares of beneficial interest (the "Common
Shares") which may be offered or sold pursuant to the Corporate Office
Properties Trust 1998 Long Term Incentive Plan. Pursuant to Rule 416
under the Securities Act of 1933, as amended (the "Securities Act"),
this Registration Statement also covers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
(2) With respect to awards that have previously been issued under the 1998
Long Term Incentive Plan, the exercise price has been used to compute
the maximum offering price pursuant to Rule 457(h)(1). For the
remaining Common Shares issuable under the 1998 Long Term Incentive
Plan, the maximum offering price has been estimated pursuant to
Paragraphs (c) and (h) of Rule 457 under the Securities Act, solely for
the purpose of calculating the registration fee, based upon the average
of the high and low sales prices of shares of COPT's Common Shares on
October 6, 1999, as reported on the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed with the U.S. Securities and Exchange
Commission (the "Commission") by Corporate Office Properties Trust ("COPT")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Form S-8 Registration Statement
(the "Registration Statement") and made a part hereof:
1. COPT's Annual Report on Form 10-K for the year ended December 31, 1998
(File No. 1-14023) (the "1998 10-K"). The consolidated balance sheets of COPT as
of December 31, 1998 and 1997, and the related statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1998, which are included in the 1998 10-K and have been
incorporated by reference in this Registration Statement, have been audited by
PricewaterhouseCoopers LLP, independent public accountants, as stated in their
report appearing therein and have been so incorporated in reliance upon such
reports given on the authority of that firm as experts in auditing and
accounting;
2. All other reports filed by COPT pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1998; and
3. The description of the Common Shares contained in COPT's Post-Effective
Amendment to Registration Statement filed on May 21, 1999 (Commission File No.
333-71807).
All documents and reports filed by COPT pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents or reports.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained 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 shall not be deemed to constitute a part of the
Registration Statement except as so modified and any statement so superseded
shall not be deemed to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Title 8 of the Corporations and Associations Article of the Annotated
Code of Maryland (the "Maryland REIT Law") permits a Maryland real estate
investment trust to include in its declaration of trust a provision limiting the
liability of its trustees and officers to the trust and its shareholders for
money damages except for liability resulting from (i) actual receipt of an
improper benefit or profit in money, property or services or (ii) active and
deliberate dishonesty established by a final judgment as being material to the
cause of action. The Declaration of Trust of COPT (the "Declaration of Trust")
contains such a provision limiting such liability to the maximum extent
permitted by Maryland law.
The Declaration of Trust authorizes COPT, to the maximum extent
permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former Trustee or officer or (b) any individual who, while a
Trustee of COPT and at the request of COPT, serves or has served another real
estate investment trust, corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a trustee, director, officer,
partner, employee or agent of such entity from and against any claim or
liability to which such person may become subject or which such person may incur
by reason of service in such capacity. The Bylaws of COPT (the "Bylaws")
obligate COPT, 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 (i) any present or former Trustee or officer who is made a party
to the proceeding by reason of his or her service in that capacity or (ii) any
such Trustee or officer who, at the request of COPT, serves or has served
another real estate investment trust, corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a trustee, director,
officer, partner, employee or agent of such entity and who is made a party to
the proceeding by reason of his service in that capacity against any claim or
liability to which he may become subject by reason of his or her status as a
present or former Trustee or officer of COPT. The Declaration of Trust and the
Bylaws also permit COPT to provide indemnification to any person who served a
predecessor of COPT in any of the capacities described above and to any employee
or agent of COPT or a predecessor of COPT. The Bylaws require COPT to indemnify
a Trustee or officer who has been successful, on the merits or otherwise, in the
defense of any proceeding to which he or she is made a party by reason of his or
her service in that capacity.
The Maryland REIT Law permits a Maryland real estate investment trust
to indemnify, and to advance expenses to, its trustees and officers, to the same
extent as permitted by the Maryland General Corporations Law (the "MGCL") for
Trustees and officers of Maryland corporations. The MGCL permits a corporation
to indemnify its present and former Trustees 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 (i) the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (a) was committed in bad faith
or (b) was the result of active and deliberate dishonesty, (ii) the director or
officer actually received an improper personal benefit in money, property or
services or (iii) 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 to a
director or officer upon the corporation's receipt of (a) a written affirmation
by the director or officer of his or her good-faith belief that he or she has
met the standard of conduct necessary for indemnification by the corporation and
(b) a written undertaking by him or her or on his or her 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. Under the MGCL, rights to
indemnification and expenses are nonexclusive, in that they need not be limited
to those expressly provided by statute.
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The Maryland REIT Law and the Bylaws may permit indemnification for
liabilities arising under the Securities Act or the Exchange Act. The Board of
Trustees has been advised that, in the opinion of the Commission,
indemnification for liabilities arising under the Securities Act or the Exchange
Act is contrary to public policy and is therefore unenforceable, absent a
decision to the contrary by a court of appropriate jurisdiction.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not Applicable
ITEM 8. EXHIBITS.
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EXHIBIT NO. DESCRIPTION
4.1 Corporate Office Properties Trust 1998 Long Term Incentive Plan (filed
with the Registrant's Registration Statement on February 5, 1998 on
Form S-4 (Commission File No. 333-45649) and incorporated herein by
reference.)
4.2 Amendment No. 1 to Corporate Office Properties Trust 1998 Long Term
Incentive Plan.
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of attorney (included on signature page to the Registration
Statement).
ITEM 9. UNDERTAKINGS.
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(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective 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;
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provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to be
included in a post-effective amendment by those subparagraphs
is contained in periodic reports filed with or furnished to
the Commission by COPT 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that remain unsold at the termination of the
offering.
(b) The undersigned company hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
COPT's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of COPT pursuant to the foregoing provisions, or otherwise, COPT 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 COPT of expenses incurred or paid by a
director, officer or controlling person of COPT 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, COPT 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 of 1933, as
amended, 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 Bala Cynwyd, State of Pennsylvania on October
7, 1999.
CORPORATE OFFICE PROPERTIES TRUST
By: /s/ CLAY W. HAMLIN, III
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Name: Clay W. Hamlin, III
Title: Chief Executive Officer
By: /s/ ROGER A. WAESCHE, JR.
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Name: Roger A. Waesche, Jr.
Title: Senior Vice President - Finance and
Chief Accounting Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned
officers and directors of Corporate Office Properties Trust hereby severally
constitute Clay W. Hamlin, III and Thomas D. Cassel, and each of them singly,
our true and lawful attorneys with full power to them, and each of the singly,
to sign for us and in our names in the capacities indicated below, the
registration statement filed herewith and any and all amendments to said
registration statement, and generally to do all such things in our names and in
our capacities as officers and directors to enable Corporate Office Properties
Trust to comply with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said registration statement and any and all amendments thereto.
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 CAPACITY DATE
/s/ JAY H. SHIDLER
- ------------------------------------- Chairman of the Board and Trustee October 7, 1999
Jay H. Shidler
/s/ CLAY W. HAMLIN, III
- ------------------------------------- Chief Executive Officer and Trustee October 7, 1999
Clay W. Hamlin, III (Principal Executive Officer)
/s/ ROGER A. WAESCHE, JR.
- ------------------------------------- Senior Vice President--Finance and Chief October 7, 1999
Roger A. Waesche, Jr. Accounting Officer (Principal Accounting and
Financial Officer)
/s/ KENNETH D. WETHE
- ------------------------------------- Trustee October 7, 1999
Kenneth D. Wethe
/s/ WILLIAM H. WALTON, III
- ------------------------------------- Trustee October 6, 1999
William H. Walton, III
/s/ KENNETH S. SWEET, JR.
- ------------------------------------- Trustee October 5, 1999
Kenneth S. Sweet, Jr.
/s/ STEVEN D. KESLER
- ------------------------------------- Trustee October 6, 1999
Steven D. Kesler
/s/ EDWARD A. CROOKE
- ------------------------------------- Trustee October 7, 1999
Edward A. Crooke
/s/ BETSY Z. COHEN
- ------------------------------------- Trustee October 7, 1999
Betsy Z. Cohen
/s/ ROBERT L. DENTON
- ------------------------------------- Trustee October 7, 1999
Robert L. Denton
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
4.1 Corporate Office Properties Trust 1998 Long Term Incentive Plan (filed
with the Registrant's Registration Statement on February 5, 1998 on
Form S-4 (Commission File No. 333-45649) and incorporated herein by
reference.)
4.2 Amendment No. 1 to Corporate Office Properties Trust 1998 Long Term
Incentive Plan (filed with the Registrant's Proxy Statement on Form 14A
(Commission File No. 001-14023) and incorporated herein by reference).
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of attorney (included on signature page to the Registration
Statement).