AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 2001
REGISTRATION NO. 333-44443
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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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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 07016
(Address, including telephone number, Zip Code
of Principal Executive Offices)
THE EMPLOYEE STOCK OPTION PLAN OF MACK-CALI REALTY CORPORATION AND
THE DIRECTOR STOCK OPTION PLAN OF MACK-CALI REALTY CORPORATION
------------------------
(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)..... 2,400,000 shares N/A N/A N/A
* All of the securities registered hereby are issuable under the Plans.
** This Post-Effective Amendment No. 1 amends the reoffer prospectus included
in the Registration Statement on Form S-8 (File No. 333-44443) filed with
the Securities and Exchange Commission on January 16, 1998. The registration
fee of $29,090.10 was paid in connection therewith on January 16, 1998. The
Registrant increased the shares authorized for issuance under the Employee
Stock Option Plan of Mack-Cali Realty Corporation and the Director Stock
Option Plan of Mack-Cali Realty Corporation, and registered for resale
certain control securities, in 1996, 1997 and 1998. The reoffer prospectus
contained in this Post-Effective Amendment No. 1 shall be deemed to
constitute a reoffer prospectus with respect to, and to include and amend
the reoffer prospectuses filed in connection with (i) 1,330,188 shares of
common stock, $.01 par value per share, with respect to which a registration
fee of $7,682.98 was paid with the filing of Registration Statement
No. 33-91822, on Form S-8, with the Securities and Exchange Commission on
May 2, 1995; (ii) 550,000 shares of common stock, with respect to which a
registration fee of $4,687.50 was paid with the filing of Registration
Statement No. 333-18275, on Form S-8, with the Securities and Exchange
Commission on December 19, 1996; (iii) 1,100,000 shares of common stock,
with respect to which a registration fee of $12,260.42 was paid with the
filing of Registration Statement No. 333-32661, on Form S-8, with the
Securities and Exchange Commission on August 1, 1997 and (iv) 2,400,000
shares of common stock, with respect to which a registration fee of
$29,090.10 was paid with the filing of Registration Statement No. 333-
44443, on Form S-8, with the Securities and Exchange Commission on
January 16, 1998.
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EXPLANATORY NOTES
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
and 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 under the Employee
Stock Option Plan of Mack-Cali Realty Corporation and Director Stock Option Plan
of Mack-Cali Realty Corporation.
PROSPECTUS
MACK-CALI REALTY CORPORATION
1,186,321 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 1,186,321 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, 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 April 27, 2001 was $26.70 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR HAS DETERMINED IF
THIS PROSPECTUS IS ADEQUATE OR ACCURATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is May 1, 2001.
No dealer, salesperson or any other person has been authorized 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, such information or representations must not be relied upon 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 hereby 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
hereunder shall, under any circumstances, create any implication that any
information contained therein is correct as of any time subsequent to the date
hereof.
AVAILABLE INFORMATION
We file annual, quarterly and special 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 Commission: Seven World Trade Center, 13th Floor, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. 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 hereby. 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 reference is made to 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 hereby, reference is hereby made 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.
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, 2000;
(b) Our Current Report on Form 8-K (File No. 1-13274) dated
February 22, 2001;
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(c) Our Proxy Statement relating to our Annual Meeting of Stockholders
to be held on May 15, 2001; and
(d) 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,
both contained in our Registration Statement filed on Form 8-A, dated
August 9, 1994, 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: Investor Relations Department
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.
3
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. We perform all commercial real estate leasing,
management, acquisition, development and construction services on an in-house
basis.
As of April 1, 2001, we owned or had interests in 268 properties,
aggregating approximately 28.6 million square feet, plus developable land. Our
properties are comprised of (a) 259 wholly-owned or company-controlled
properties, consisting of 157 office buildings and 89 office/flex buildings
(properties whose square footage predominantly consist of office space, a part
of which is utilized as warehouse space), totaling approximately 26.7 million
square feet; six industrial/warehouse buildings totaling approximately 387,400
square feet; two multi-family residential complexes consisting of 451 units; two
stand-alone retail properties; and three land leases and (b) eight office
buildings and one office/flex building, aggregating approximately 1.4 million
square feet, owned by unconsolidated joint ventures in which we have investment
interests. As of December 31, 2000, our office, office/flex and
industrial/warehouse properties not owned by unconsolidated joint ventures were
approximately 96.8% leased to over 2,400 tenants. Our properties are located in
11 states, primarily in the Northeast, plus the District of Columbia.
Our strategy has been to focus our acquisition, operation and development of
office properties in markets and sub-markets where we believe we are, or can
become, a significant and preferred owner and operator. We will continue this
strategy by expanding, through acquisitions and/or development, in Northeast
markets and sub-markets where we have, or can achieve, similar status. We
believe that our properties have excellent locations and access and that they
are well-maintained and professionally managed. As a result, we believe our
properties attract high quality tenants and achieve among the highest rental,
occupancy and tenant retention rates within their markets. Management believes
that the recent trend towards increasing rental rates in our sub-markets
continues to present opportunities for internal growth. Management also believes
that its extensive market knowledge provides us with a significant competitive
advantage which is further enhanced by our strong reputation for, and emphasis
on, delivering highly responsive, professional management services.
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.
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. As of April 1, 2000, we were the
beneficial owner of approximately 79.9 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; and
are its sole general partner.
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."
4
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 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.
SELLING SHAREHOLDERS
The selling shareholders are persons listed in the table below who have
acquired the common stock offered by this prospectus pursuant to the Director
Stock Option Plan of Mack-Cali Realty Corporation and Employee Stock Option Plan
of Mack-Cali Realty Corporation. Each selling shareholder will receive all of
the net proceeds from the sale of his or her 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 on April 11, 2001. 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 OWNED SHARES SHARES TO BE
PRIOR TO REGISTERED OWNED AFTER
NAME AND POSITION WITH COMPANY OFFERING(1) HEREBY(2) OFFERING(3)
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William L. Mack........................................... 4,473,701 18,000 4,455,701
Chairman of the Board
John J. Cali.............................................. 545,170 63,569 481,601
Chairman Emeritus
Mitchell E. Hersh......................................... 495,904 62,500 433,404
Chief Executive Officer and Director
Timothy M. Jones.......................................... 454,575 157,795 296,780
President
Barry Lefkowitz........................................... 168,587 123,231 45,356
Executive Vice President and Chief Financial Officer
Roger W. Thomas........................................... 165,798 119,168 46,630
Executive Vice President, General Counsel and Secretary
Michael A. Grossman....................................... 141,751 95,832 45,919
Executive Vice President
Martin S. Berger.......................................... 539,532 18,000 521,532
Director
Brendan T. Byrne.......................................... 25,600 25,000 600
Director
John R. Cali.............................................. 594,006 373,226 220,780
Director
Nathan Gantcher........................................... 25,000 10,000 15,000
Director
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NUMBER OF NUMBER OF NUMBER OF
SHARES OWNED SHARES SHARES TO BE
PRIOR TO REGISTERED OWNED AFTER
NAME AND POSITION WITH COMPANY OFFERING(1) HEREBY(2) OFFERING(3)
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Martin D. Gruss........................................... 28,000 18,000 10,000
Director
Earle I. Mack............................................. 2,689,917 18,000 2,671,917
Director
Alan Philibosian.......................................... 23,500 23,000 500
Director
Irvin D. Reid............................................. 18,000 18,000 0
Director
Vincent Tese.............................................. 40,000 18,000 22,000
Director
Robert F. Weinberg........................................ 536,532 15,000 521,532
Director
Roy J. Zuckerberg......................................... 35,000 10,000 25,000
Director
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(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 the Employee Stock Option Plan of Mack-Cali Realty
Corporation and the Director Stock Option Plan of Mack-Cali Realty
Corporation (both vested and unvested), common stock underlying vested
options and 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 the Employee Stock Option Plan of Mack-Cali Realty
Corporation and the Director Stock Option Plan of Mack-Cali Realty
Corporation.
(3) Assumes all shares registered under this prospectus will be sold.
If and when a selling shareholder sells all of his shares of common stock
registered under this prospectus, the following selling shareholders will own
more than one percent of our common stock at April 11, 2001:
NAME PERCENTAGE OWNERSHIP
- ---- --------------------
William L. Mack........................................... 7.82
Earle I. Mack............................................. 4.69
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.
WILLIAM L. MACK has served as a member of our Board of Directors since 1997
and became its Chairman in 2000. Mr. Mack also serves as Chairman of the
Executive Committee of our Board of Directors.
JOHN J. CALI has served as Chairman Emeritus of our Board of Directors, and
as a member of the Strategic Planning Committee of our Board of Directors since
2000. Mr. Cali served as Chairman of our Board of Directors from 1994 to
June 2000 and as a member of the Executive Committee of our Board of Directors
from 1997 to June 2000.
6
MITCHELL E. HERSH serves as our Chief Executive Officer. He also serves as a
member of our Board of Directors and as a member of each of the Executive
Committee and the Strategic Planning Committee of the Board of Directors.
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 serves as our President. Previously, he served as our
Executive Vice President and Chief Investment Officer.
BARRY LEFKOWITZ serves as our Executive Vice President and Chief Financial
Officer.
ROGER W. THOMAS serves as our Executive Vice President, General Counsel and
Secretary.
MICHAEL A. GROSSMAN serves our Executive Vice President. Mr. Grossman served
as our Senior Vice President in 2000, and as our Vice President from 1997 to
January 2000.
MARTIN S. BERGER served as a member of our Board of Directors from 1998
until March 6, 2001, at which time Mr. Berger resigned. Upon his resignation
from the Board of Directors, Mr. Berger became a member of our Advisory Board.
BRENDAN T. BYRNE has served as a member of our Board of Directors since 1994
and as a member of the Audit Committee of our Board of Directors since 1999.
JOHN R. CALI has served as a member of our Board of Directors and as a
member of the Executive Committee of our Board of Directors since 2000.
Mr. Cali served as our Executive Vice President-Development until June 2000.
NATHAN GANTCHER has served as a member of our Board of Directors since 1999,
as a member of the Audit Committee of our Board of Directors since 1999, and as
a member of each of the Nominating Committee of our Board of Directors and the
Executive Committee of our Board of Directors since 2000.
MARTIN D. GRUSS has served as a member of our Board of Directors since 1997
and as a member of the Executive Compensation and Option Committee of our Board
of Directors since 1999.
EARLE I. MACK has served as a member of our Board of Directors since 1997
and as a member of the Strategic Planning Committee of our Board of Directors
since 2000.
ALAN PHILIBOSIAN has served as a member of our Board of Directors, and as a
member of the Executive Compensation and Option Committee of our Board of
Directors since 1997, and as a member of the Nominating Committee of our Board
of Directors since 2000.
IRVIN D. REID has served as a member of our Board of Directors since 1994
and as chairman of the Audit Committee of our Board of Directors since 1998.
VINCENT TESE has served as a member of our Board of Directors since 1997, as
chairman of the Executive Compensation and Option Committee of our Board of
Directors since 1998 and as chairman of the Nominating Committee of our Board of
Directors since 2000.
ROBERT F. WEINBERG became a member of our Board of Directors as of March 6,
2001. Mr. Weinberg had served as a member of our Advisory Board since 1998 and
previously as a member of our Board of Directors from 1997 until 1998.
ROY ZUCKERBERG has served as a member of our Board of Directors since 1999,
as a member of the Audit Committee of our Board of Directors since 1999, as a
member of the Strategic Planning Committee of our Board of Directors since 2000,
and as a member of the Executive Committee of our Board of Directors since 2000.
7
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 the 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 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 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, 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 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.
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
8
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.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of shares of our common stock may not simultaneously
engage in market-making activities with respect to such shares of common stock
for a period of two to nine business days prior to the commencement of such
distribution. In addition to and without limiting the foregoing, each selling
shareholder and any other person participating in a distribution will be subject
to applicable provisions of the Exchange Act 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. All of the foregoing 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 hereby, 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 April 11, 2001, 56,968,024 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 legally available
funds. We have paid regular and uninterrupted quarterly dividends from the third
quarter of 1994.
Under Maryland law, shareholders are generally 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 its status of 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 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 the 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
9
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 April 11, 2001, the limited partners of
Mack-Cali Realty, L.P. owned 14,316,544 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 Code, no more than 50 percent of the value
of our outstanding shares of capital stock may be owned, directly or indirectly,
by five or fewer individuals (as defined in the 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 must
also 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 Code, more
than 9.8 percent (the "Ownership Limit") of the value of the issued and
outstanding shares of capital stock. The 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: (i) create a direct or indirect ownership of shares of stock in excess of
the Ownership Limit; (ii) result in the shares of stock being owned by fewer
than 100 persons; or (iii) result in us being "closely held" within the meaning
of Section 856(h) of the Code shall 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 Code or regulations thereunder) 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 shall 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.
10
LEGAL MATTERS
Our counsel, Pryor Cashman Sherman & Flynn LLP, New York, New York, issued
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 financial statements incorporated in this prospectus by reference to our
Annual Report on Form 10-K for the year ended December 31, 2000 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.
11
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED 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, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON 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 HEREBY 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
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT ANY
INFORMATION CONTAINED THEREIN IS CORRECT AS OSF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
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TABLE OF CONTENTS
PAGE
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Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Information About Us.................. 4
Use of Proceeds....................... 5
Selling Shareholders.................. 5
Plan of Distribution.................. 8
Description of Our Common Stock....... 9
Legal Matters......................... 11
Experts............................... 11
1,186,321 SHARES
MACK-CALI REALTY CORPORATION
COMMON STOCK
---------------------
PROSPECTUS
---------------------
May 1, 2001
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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, 2000;
(b) Our Current Report on Form 8-K (File No. 1-13274), dated February 22,
2001;
(c) Our Proxy Statement relating to our Annual Meeting of Stockholders to be
held on May 15, 2001; and
(d) 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, both
contained in our registration statement filed on Form 8-A dated August 9, 1994,
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 and 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
by-laws 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.
II-1
The MGCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to such
corporation and its stockholders for money damages, with specified exceptions.
The MGCL does not, however, permit the liability of directors and officers to a
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 our 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
II-2
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.)
10.1 Employee Stock Option Plan of Mack-Cali Realty Corporation
10.2 Director Stock Option Plan of Mack-Cali Realty Corporation
5.1* Opinion of Pryor Cashman Sherman & Flynn LLP
23.1 Consent of Pryor, Cashman, Sherman & Flynn LLP
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (see signature page)
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* previously filed.
ITEM 9. UNDERTAKINGS.
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 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.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, the registrant has 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 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 of 1933 and will be governed by the
final adjudication of such issue.
II-3
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 this Post-Effective Amendment No. 1 to Registration
Statement No. 333-44443 on Form S-8 and have duly caused this Post-Effective
Amendment No. 1 to be signed on our behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York on this 30th day of
April, 2001.
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 or Barry Lefkowitz, 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
Post-Effective Amendment No. 1 to Registration Statement No. 333-44443 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
------------------------------------------- Director April 30, 2001
Mitchell E. Hersh
/s/ BARRY LEFKOWITZ Executive Vice President, Chief
------------------------------------------- Financial Officer and Chief April 30, 2001
Barry Lefkowitz Accounting Officer
/s/ WILLIAM L. MACK Chairman of the Board
------------------------------------------- April 30, 2001
William L. Mack
/s/ JOHN J. CALI Chairman Emeritus
------------------------------------------- April 30, 2001
John R. Cali
II-4
SIGNATURE TITLE DATE
--------- ----- ----
/s/ BRENDAN T. BYRNE Director
------------------------------------------- April 30, 2001
Brendan T. Byrne
/s/ JOHN R. CALI Director
------------------------------------------- April 30, 2001
John R. Cali
/s/ NATHAN GANTCHER Director
------------------------------------------- April 30, 2001
Nathan Gantcher
/s/ MARTIN D. GRUSS Director
------------------------------------------- April 30, 2001
Martin D. Gruss
/s/ EARLE I. MACK Director
------------------------------------------- April 30, 2001
Earle I. Mack
/s/ ALAN G. PHILIBOSIAN Director
------------------------------------------- April 30, 2001
Alan G. Philibosian
/s/ IRVIN D. REID Director
------------------------------------------- April 30, 2001
Irvin D. Reid
/s/ VINCENT TESE Director
------------------------------------------- April 30, 2001
Vincent Tese
/s/ ROBERT F. WEINBERG Director
------------------------------------------- April 30, 2001
Robert F. Weinberg
/s/ ROY J. ZUCKERBERG Director
------------------------------------------- April 30, 2001
Roy J. Zuckerberg
II-5
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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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 Employee Stock Option Plan of Mack-Cali Realty Corporation
10.2 Director Stock Option Plan of Mack-Cali Realty Corporation
23.1 Consent of Pryor Cashman Sherman & Flynn LLP
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (see signature page)
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* previously filed.