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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

SL GREEN REALTY CORP.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation or organization)

13-3956775

(I.R.S. Employer Identification No.)

420 Lexington Avenue, New York, New York 10170

(Address of Principal Executive Offices) (Zip Code)

AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

(Full Title of the Plan)

Marc Holliday

SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

(Name and address of agent for service)

(212)  594-2700

(Telephone number, including area code, of agent for service)

Copies to:

Larry P. Medvinsky, Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, New York  10019

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered(1)

 

Amount to be
Registered(2)

 

Proposed
Maximum
Offering Price
Per Share(1)

 

Proposed
Maximum
Aggregate
Offering Price(1)

 

Amount of
Registration Fee(3)

 

Common Stock, $0.01 par value

 

5,000,000

 

$

136.38

 

$

681,900,000

 

$

20,935

 

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers additional shares that may become issuable under the Plan by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant’s outstanding shares of common stock.

(2) Represents an additional 5,000,000 of shares of common stock, par value $0.01 per share, of SL Green Realty Corp. issuable under the Amended and Restated 2005 Stock Option and Incentive Plan (the “Plan”). A Registration Statement on Form S-8 (No. 333-127014) with respect to a total of 4,375,000 shares issuable under the SL Green Realty Corp. 2005 Stock Option and Incentive Plan was previously filed.

(3) Estimated solely for purposes of determining the registration fee pursuant to the provisions of Rules 457(c) and 457(h) under the Securities Act by averaging the high and low sales prices of SL Green Realty Corp. common stock as reported by the New York Stock Exchange on June 8, 2007.

 



 

EXPLANATORY NOTE

In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “Commission”), the information specified by Part I of Form S-8 has been omitted from this Registration Statement.  This Registration Statement on Form S-8 of SL Green Realty Corp. (the “Company”) is being filed pursuant to General Instruction E of Form S-8 in connection with the registration of an additional 5,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), that may be issued pursuant to the Amended and Restated 2005 Stock Option and Incentive Plan (the “Amended 2005 Plan”).  The contents of the Registration Statement on Form S-8 (File No. 333-127014), filed by the Company with the Commission on July 29, 2005, under which 4,375,000 shares of Common Stock were registered for issuance under the 2005 Stock Option and Incentive Plan are incorporated herein by reference.

The board of directors of the Company approved the Amended 2005 Plan on March 14, 2007, and the Amended 2005 Plan was approved by the Company’s stockholders on May 24, 2007.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.                                                             Incorporation of Documents by Reference.

The following documents of the Company are incorporated by reference in this registration statement:

·                  Annual Report on Form 10-K filed with the SEC on February 28, 2007 with respect to the year ended December 31, 2006;

·                  Quarterly Report on Form 10-Q filed with the SEC on May 10, 2007 with respect to the quarter ended March 31, 2007;

·                  Current Reports on Form 8-K and/or Form 8-K/A filed with the SEC on January 11, 2007, January 30, 2007, March 21, 2007, March 27, 2007, April 6, 2007, April 12, 2007, April 20, 2007 and May 30, 2007;

·                  Definitive Proxy Statement on Schedule 14A filed with the SEC on April 20, 2007; and

·                  The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the SEC on July 21, 1997.

In addition, the following documents of Reckson Operating Partnership, L.P., a subsidiary of the Company (the “Operating Partnership”) are incorporated by reference in this registration statement:

·                  Annual Report on Form 10-K filed with the SEC on April 2, 2007 with respect to the year ended December 31, 2006;

·                  Quarterly Report on Form 10-Q filed with the SEC on May 23, 2007 with respect to the quarter ended March 31, 2007; and

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·                  Current Reports on Form 8-K filed with the SEC on January 3, 2007.

All documents subsequently filed by the Company and the Operating Partnership pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this registration statement which indicates that all of the shares of the Company’s Common Stock offered have been sold or which deregisters all such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed 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 superseded, to constitute a part of this registration statement.

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 charter contains a provision that, to the maximum extent permitted under the Maryland General Corporation Law, requires us to indemnify our directors and officers and pay or reimburse reasonable expenses in advance of final disposition of a proceeding if such director or officer is made a party to the proceeding by reason of his or her service in that capacity. These rights are contract rights fully enforceable by each beneficiary of those rights and are in addition to, and not exclusive of, any other right to indemnification.

Item 7.

Exemption from Registration Claimed.

 

 

 

Not Applicable.

 

 

Item 8.

Exhibits.

 

The following is a list of exhibits to this registration statement:

Number

 

Description

 

 

 

4.1

 

Company’s Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, dated May 24, 2007, filed with the Commission on May 30, 2007).

 

 

 

4.2

 

Company’s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K, dated July 9, 2004, filed with the Commission on July 14, 2004).

 

 

 

4.3

 

SL Green Realty Corp. Amended and Restated 2005 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, dated May 24, 2007, filed with the Commission on May 30, 2007).

 

 

 

5.1*

 

Opinion of Clifford Chance US LLP as to the legality of the securities being registered.

 

2



 

23.1*

 

Consent of Clifford Chance US LLP (included in Exhibit 5.1).

 

 

 

23.2*

 

Consent of Ernst & Young LLP.

 

 

 

23.3*

 

Consent of Ernst & Young LLP.

 

 

 

24.1*

 

Power of Attorney (included on the signature page).

* Filed herewith.

3



 

Item 9.                                                             Undertakings.

(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 of 1933;

(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;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)                                  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)                                  That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424 pursuant to the Securities Act;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

4



 

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

(iv) any other communication that is an offer in the offering made by the Registrant to the purchaser.

(b)                                 The undersigned registrant hereby 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 section 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.

(c)                                  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the forgoing 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 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York, on June 13, 2007.

 

SL GREEN REALTY CORP.

 

 

 

 

 

By:

 

             /s/ Gregory F. Hughes

 

 

 

 

Name:

Gregory F. Hughes

 

 

 

 

Title:

Chief Operating Officer and

 

 

 

 

 

Chief Financial Officer

 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of SL Green Realty Corp., hereby severally constitute Marc Holliday, Gregory F. Hughes and Andrew S. Levine, and each of them singly, our due and lawful attorneys with full power to them, and each of them 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 similar things in our names and in our capacities as officers and directors to enable SL Green Realty Corp. 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 Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Stephen L. Green

 

Chairman of the Board of Directors

 

June 13, 2007

Stephen L. Green

 

 

 

 

 

 

 

 

 

/s/ Marc Holliday

 

Chief Executive Officer and Director

 

June 13, 2007

Marc Holliday

 

 

 

 

 

 

 

 

 

/s/ Gregory F. Hughes

 

Chief Operating Officer and Chief Financial Officer

 

June 13, 2007

Gregory F. Hughes

 

 

 

 

 

 

 

 

 

/s/ John H. Alschuler, Jr.

 

Director

 

June 13, 2007

John H. Alschuler, Jr.

 

 

 

 

 

 

 

 

 

/s/ Edwin Thomas Burton, III

 

Director

 

June 13, 2007

Edwin Thomas Burton, III

 

 

 

 

 

 

 

 

 

/s/ John S. Levy

 

Director

 

June 13, 2007

John S. Levy

 

 

 

 

 

6



 

EXHIBIT INDEX

Number

 

Description

 

 

 

4.1

 

Company’s Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, dated May 24, 2007, filed with the Commission on May 30, 2007).

 

 

 

4.2

 

Company’s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K, dated July 9, 2004, filed with the Commission on July 14, 2004).

 

 

 

4.3

 

SL Green Realty Corp. Amended and Restated 2005 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, dated May 24, 2007, filed with the Commission on May 30, 2007).

 

 

 

5.1*

 

Opinion of Clifford Chance US LLP as to the legality of the securities being registered.

 

 

 

23.1*

 

Consent of Clifford Chance US LLP (included in Exhibit 5.1).

 

 

 

23.2*

 

Consent of Ernst & Young LLP.

 

 

 

23.3*

 

Consent of Ernst & Young LLP.

 

 

 

24.1*

 

Power of Attorney (included on the signature page).

* Filed herewith.


Exhibit 5.1

[Clifford Chance US LLP Letterhead]

June 13, 2007

SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

Re:          Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to SL Green Realty Corp., a Maryland corporation (the “Company”) in connection with certain matters arising out of the registration of up to 5,000,000 shares (the “Shares”) of the Company’s Common Stock, par value $.01 per share (the “Common Stock”), issuable pursuant to the Company’s Amended and Restated 2005 Stock Option and Incentive Plan (the “Plan”).  The Shares are covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

In rendering the opinion expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Plan and certain resolutions (the “Resolutions”) of the Board of Directors of the Company, certified by an officer of the Company on the date thereof as being complete, accurate and in effect, authorizing the filing of the Registration Statement and other related matters.  We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate, trust, and partnership records, certificates and letters of public officials and other instruments as we have deemed necessary or appropriate for the purposes of rendering the opinion set forth below.  In examining all such documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us, and the conformity with the respective originals of all documents submitted to us as certified, telecopied, photostatic or reproduced copies.  As to facts upon which this opinion is based, we have relied, as to all matters of fact, upon certificates and written statements of officers, directors, partners and employees of, and accountants for, the Company.

Based on, and subject to, the foregoing, the qualifications and assumptions set forth herein and such examination of law as we have deemed necessary, we are of the opinion that the Shares have been duly authorized and, when and to the extent issued in accordance with the Company’s charter, Registration Statement, the Resolutions and the Plan, will be (assuming that, upon issuance, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its charter) validly issued, fully paid and nonassessable.



The opinion set forth in this letter relates only to the federal securities laws of the United States, and the laws of the State of New York and the Maryland General Corporation Law (“MGCL”).  We draw to your attention that the members of our firm are not admitted to practice law in the State of Maryland.  We express no opinion (A) as to the enforceability of forum selection clauses in the federal courts or (B) with respect to the requirements of, or compliance with, any state securities or blue sky or real estate syndication laws.

This letter has been prepared for your use in connection with the Registration Statement and is based upon the law as in effect and the facts known to us on the date hereof.  We have not undertaken to advise you of any subsequent changes in the law or of any facts that hereafter may come to our attention.

We consent to the filing of this letter as an exhibit to the Registration Statement.  In giving this consent, we do not concede that we are within the category of persons whose consent is required under the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

 

 

 

/s/ Clifford Chance US LLP

 

 


Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) of SL Green Realty Corp. (“SL Green”), pertaining to the Amended 2005 Stock Option and Incentive Plan, of our reports dated February 28, 2007, with respect to the consolidated financial statements and schedule of SL Green, SL Green management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of SL Green, included in its Annual Report (Form 10-K) for the year ended December 31, 2006, filed with the Securities and Exchange Commission.

New York, New York

June 13, 2007


Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) of SL Green Realty Corp., pertaining to the Amended 2005 Stock Option and Incentive Plan, of our report dated March 26, 2007, with respect to the consolidated financial statements and schedule of Reckson Operating Partnership, included in its Annual Report (Form 10-K) for the year ended December 31, 2006, filed with the Securities and Exchange Commission.

New York, New York

June 13, 2007