Securities Registration: Employee Benefit Plan (s-8)
March 14 2017 - 4:45PM
Edgar (US Regulatory)
File
No. 333-
As
filed with the Securities and Exchange Commission on March 14, 2016.
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SAUL CENTERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland
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52-1833074
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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7501 Wisconsin Avenue
Bethesda, Maryland 20814
(Address of Principal Executive Offices)
THE SAUL CENTERS, INC.
DEFERRED COMPENSATION AND STOCK PLAN FOR DIRECTORS
(Full Title of the Plan)
Scott Schneider
Senior
Vice President, Chief Financial Officer,
Treasurer and Secretary
7501 Wisconsin Avenue
Bethesda, Maryland 20814
(Name and Address of Agent for Service)
(301)
986-6000
(Telephone Number, Including Area Code, of Agent for Service)
with a copy to:
Jeffrey B. Grill, Esq.
Justin J. Bintrim, Esq.
Pillsbury Winthrop Shaw Pittman LLP
1200 Seventeenth Street NW
Washington, DC 20036
(202)
663-8000
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
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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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
(1)
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Proposed
Maximum
Offering
Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common Stock, $0.01 par value per share
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300,000 shares
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$60.72
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$18,216,000
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$2,111.23
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(1)
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Pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under The Saul
Centers, Inc. Deferred Compensation and Stock Plan for Directors by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of
the Registrants outstanding shares of Common Stock.
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(2)
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Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(c) of the Securities Act, based on the average of the high and low sales price on March 10, 2017, as reported by the
New York Stock Exchange.
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STATEMENT PURSUANT TO GENERAL INSTRUCTION E
Incorporation by Reference of Previous Registration Statement
Pursuant to General Instruction E of Form
S-8,
the Registrant is filing this Registration Statement with the Securities
and Exchange Commission (the Commission) to register an additional 300,000 shares of the Registrants Common Stock under the Registrants Deferred Compensation and Stock Plan for Directors. Pursuant to General Instruction E,
the contents of the Registrants Registration Statement on Form
S-8
(File
No. 333-82041)
filed on July 1, 1999 are hereby incorporated by reference into
this Registration Statement, except as revised herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents, which are on file
with the Commission, are incorporated herein by this reference and made a part hereof:
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(a)
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The Registrants Annual Report on Form
10-K
for its fiscal year ended December 31, 2016, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the Exchange Act); and
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(b)
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The description of the Registrants Common Stock contained in the Registrants Registration Statement on Form
S-11
(File
No. 33-4562)
filed pursuant to the Securities Act of 1933, as amended, as incorporated by reference in the Registrants Registration Statement on Form
8-A
filed pursuant to the Exchange Act, including any amendments or reports filed to update the description.
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All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which
de-registers
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 reports and documents.
The following exhibits are filed as part of this Registration:
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Exhibit
Number
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Description of Exhibit
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5.1
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Opinion of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, regarding the validity of the securities being registered hereunder (filed herewith)
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23.1
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Consent of Ernst & Young LLP (filed herewith)
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23.2
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Consent of Pillsbury Winthrop Shaw Pittman LLP (included in its opinion filed as Exhibit 5.1 hereto)
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24.1
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Power of Attorney (included on signature page)
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99.1
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The Saul Centers, Inc. Deferred Compensation and Stock Plan for Directors, as amended, as filed as Exhibit 99 to the Registration Statement on Form
S-8
filed by the Company on May 1,
2001, is hereby incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Bethesda, Maryland, on this 14
th
day of March , 2017.
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SAUL CENTERS, INC.,
a Maryland
corporation
(Registrant)
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By:
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/s/ B. Francis Saul II
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B. Francis Saul II
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Chairman of the Board and
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Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Scott V. Schneider and Christine Nicolaides Kearns, and each of
them, his true and lawful
attorney-in-fact
and agents, with full power of substitution and resubstitution, for and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and any or all other documents in connection therewith, and to file the same, with all exhibits thereto, with the Securities and Exchange
Commission, granting unto said authority to do and perform each and every act and thing requisite and necessary to be done in connection with such matters, as fully to all intents and purposes as might or could be done in person, hereby ratifying
and confirming all said
attorney-in-fact
and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
[Signature Page Follows]
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Signature
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Title
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Date
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/s/ B. Francis Saul II
B. Francis Saul II
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Chairman of the Board and
Chief Executive
Officer (principal executive officer)
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March 14, 2017
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/s/ J. Page Lansdale
J. Page Lansdale
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President, Chief Operating Officer and Director
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March 14, 2017
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/s/ Philip D. Caraci
Philip D. Caraci
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Vice Chairman of the Board
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March 14, 2017
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/s/ Scott V. Schneider
Scott V. Schneider
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Senior Vice President, Chief Financial Officer, Treasurer and Secretary (principal financial officer)
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March 14, 2017
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/s/ Joel A. Friedman
Joel A. Friedman
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Senior Vice President and Chief Accounting Officer (principal accounting officer)
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March 14, 2017
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/s/ George P. Clancy
George P. Clancy
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Director
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March 14, 2017
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/s/ John E. Chapoton
John E. Chapoton
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Director
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March 14, 2017
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/s/ Gilbert M. Grosvenor
Gilbert M. Grosvenor
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Director
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March 14, 2017
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/s/ Philip C. Jackson, Jr.
Philip C. Jackson, Jr.
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Director
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March 14, 2017
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/s/ Patrick F. Noonan
Patrick F. Noonan
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Director
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March 14, 2017
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/s/ H. Gregory Platts
H. Gregory Platts
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Director
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March 14, 2017
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/s/ Andrew M. Saul II
Andrew M. Saul II
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Director
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March 14, 2017
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/s/ Mark Sullivan III
Mark Sullivan III
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Director
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March 14, 2017
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/s/ James W. Symington
James W. Symington
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Director
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March 14, 2017
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/s/ John R. Whitmore
John R. Whitmore
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Director
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March 14, 2017
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EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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5.1
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Opinion of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, regarding the validity of the securities being registered hereunder (filed herewith)
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23.1
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Consent of Ernst & Young LLP (filed herewith)
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23.2
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Consent of Pillsbury Winthrop Shaw Pittman LLP (included in its opinion filed as Exhibit 5.1 hereto)
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24.1
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Power of Attorney (included on signature page)
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99.1
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The Saul Centers, Inc. Deferred Compensation and Stock Plan for Directors, as amended, as filed as Exhibit 99 to the Registration Statement on Form
S-8
filed by the Company on May 1,
2001, is hereby incorporated by reference.
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