- Securities Registration: Employee Benefit Plan (S-8)
August 14 2009 - 4:34PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on August 14, 2009
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MACERICH COMPANY
(Exact Name of
Registrant as Specified in Its Charter)
Maryland
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95-4448705
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(State or Other
Jurisdiction of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
No.)
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401
Wilshire Boulevard, Suite 700
Santa
Monica, California 90401
(Address, Including Zip Code, of Principal Executive Offices)
The
Macerich Company
2003
Equity Incentive Plan
The
Macerich Company
Eligible
Directors Deferred Compensation/Phantom Stock Plan
(Full Title of the Plan)
Richard
A. Bayer
Senior Executive Vice President, Chief Legal Officer and Secretary
The Macerich Company
401
Wilshire Boulevard, Suite 700
Santa
Monica, California 90401
(Name and Address
of Agent for Service)
Telephone Number,
including Area Code, of Agent of Service:
(310) 394-6000
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
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Smaller reporting
company
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CALCULATION OF REGISTRATION FEE
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Title of
Securities
To Be Registered
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Amount
To Be
Registered
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount Of
Registration
Fee
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Common
Stock, $0.01 par value per share:
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2003
Equity Incentive Plan
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6,800,000 shares
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(1)
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$
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26.55
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(2)
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$
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180,540,000
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(2)
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$
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10,075
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(2)
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Eligible Directors
Deferred Compensation/Phantom Stock Plan
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250,000 shares
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(1)
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$
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26.55
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(2)
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$
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6,637,500
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(2)
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$
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371
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(2)
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Total
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7,050,000 shares
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(1)
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$
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26.55
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(2)
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$
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187,177,500
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(2)
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$
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10,446
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(2)
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(1)
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This Registration
Statement covers, in addition to the number of shares of
The Macerich
Company
, a Maryland
corporation (the Company or the Registrant), common stock, par value
$0.01 per share (the Common Stock), stated above, options and other rights
to purchase or acquire the shares of Common Stock covered by this
Registration Statement and, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the Securities Act), an additional
indeterminate number of shares, options and rights that may be offered or
issued pursuant to The
Macerich Company
2003 Equity Incentive Plan and The Macerich Company
Eligible Directors Deferred Compensation/Phantom Stock Plan (the Plans) as
a result of one or more adjustments under the applicable Plan to prevent
dilution resulting from one or more stock splits, stock dividends or similar
transactions.
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(2)
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Pursuant to Securities
Act Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the average of
the high and low prices of the Common Stock on August 7, 2009.
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The Exhibit Index
for this Registration Statement is at page 7.
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EXPLANATORY
NOTE
This Registration
Statement is filed by the Company to register additional securities issuable
pursuant to the Plans and consists of only those items required by General
Instruction E to Form S-8.
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 participants
as specified by Securities Act Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the Commission) either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Securities Act Rule 424. These
documents, which include the statement of availability required by Item 2 of Form S-8,
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
2
PART II
INFORMATION
REQUIRED IN THE
REGISTRATION
STATEMENT
Item 3.
Incorporation of Documents by
Reference
The following documents of the Company filed with the
Commission are incorporated herein by reference:
(a)
The Companys Registration Statements on Form S-8,
filed with the Commission on August 25, 2003 and January 24, 1996
(Commission File Nos. 333-108193 and 333-00584, respectively);
(b)
The Companys Annual Report on Form 10-K
for its fiscal year ended December 31, 2008, filed with the Commission on February 27,
2009 (Commission File No. 001-12504);
(c)
The Companys Quarterly Reports on Form 10-Q
for its fiscal quarter ended March 31, 2009 filed with the Commission on May 11,
2009 and its fiscal quarter ended June 30, 2009 filed with the Commission
on August 7, 2009 (
each,
Commission File No. 001-12504);
(d)
The Companys Current Reports on Form 8-K,
filed with the Commission on
January 5, 2009, February 11, 2009
(with respect to Items 1.01, 5.03 and 9.01), May 1, 2009, May 27,
2009, May 28, 2009, June 12, 2009, June 23, 2009 and July 31,
2009 (each, Commission File No. 001-12504); and
(e)
The description of the
Companys Common Stock contained in its Registration Statement on Form 8-A,
filed with the Commission on March 4, 1994, as amended on Form 8-K,
dated August 5, 1994, and any other amendment or report filed for the
purpose of updating such description.
All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), prior to
the filing of a post-effective amend
ment 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 into this Registration
Statement and to be a part hereof from the date of filing of such documents;
provided, however, that documents or information deemed to have been furnished
and not filed in accordance with Commission rules shall not be deemed
incorporated by reference into this Registration Statement. Any statement contained herein or in a
document, all or a portion of which is 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 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 amended, to
constitute a part of this Registration Statement.
Item 5.
Interests of Named Experts and
Counsel
Not applicable.
3
Item 8.
Exhibits
See the attached Exhibit Index at page 7,
which is incorporated herein by reference.
4
SIGNATURES
Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Form S-8 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Monica, State of
California, on August 14, 2009.
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THE MACERICH COMPANY
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By:
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/s/ Richard A. Bayer
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Richard A. Bayer
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Senior Executive Vice President,
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Chief Legal Officer and
Secretary
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POWER OF ATTORNEY
We, the undersigned
directors and officers of The Macerich Company, and each of us, do hereby
constitute and appoint Dana K. Anderson, Arthur M. Coppola, Edward C. Coppola,
Thomas E. OHern and Richard A. Bayer, or any one of them, our true and lawful
attorneys and agents, each with power of substitution, to do any and all acts
and things in our name and on our behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or any one of
them, may deem necessary or advisable to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with this Registration
Statement, including specifically but without limitation, the power and
authority to sign for us and any of us in our names in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto; and
we do hereby ratify and confirm all that the said attorneys and agents, or
their substitute or substitutes, or any one of them, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this Registration Statement has been
signed below by the following persons in
the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Arthur M. Coppola
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Chief Executive Officer
and Chairman
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August 14,
2009
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Arthur M. Coppola
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of the Board (Principal
Executive Officer)
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/s/ Dana K. Anderson
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Vice Chairman of the
Board of
Directors
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August 14,
2009
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Dana K. Anderson
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5
/s/ Edward C. Coppola
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President and Director
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August 14,
2009
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Edward C. Coppola
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/s/
James S. Cownie
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Director
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August 14,
2009
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James S. Cownie
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/s/
Frederick S. Hubbell
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Director
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August 14,
2009
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Frederick S. Hubbell
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/s/
Diana M. Laing
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Director
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August 14,
2009
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Diana M. Laing
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/s/
Stanley A. Moore
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Director
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August 14,
2009
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Stanley A. Moore
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/s/
Mason G. Ross
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Director
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August 14,
2009
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Mason G. Ross
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/s/
Dr. William P. Sexton
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Director
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August 14,
2009
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Dr. William P. Sexton
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Senior Executive Vice
President, Chief
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/s/
Thomas E. OHern
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Financial Officer and
Treasurer
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August 14,
2009
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Thomas E. OHern
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(Principal Financial
and Accounting Officer)
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6
EXHIBIT
INDEX
Exhibit
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Number
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Description of Exhibit
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4.1
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The Macerich Company
2003 Equity Incentive Plan, as amended and restated. (Filed as
Exhibit 10.1 to the Companys Current Report on Form 8-K filed with
the Commission on June 12, 2009, and incorporated herein by reference)
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4.2
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The Macerich Company
Eligible Directors Deferred Compensation/Phantom Stock Plan, as amended and
restated
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5.1
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Opinion of Venable LLP
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23.1
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Consent of
Deloitte & Touche LLP
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23.2
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Consent of Counsel
(included in Exhibit 5.1)
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24
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Power of Attorney
(included in this Registration Statement under Signatures)
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7
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