As filed with the Securities and Exchange Commission on July 1, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Franklin Street Properties Corp.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 04-3578653
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
401 Edgewater Place, Suite 200 01880
Wakefield, MA (Zip Code)
(Address of Principal Executive Offices)
2002 Stock Incentive Plan
(Full Title of the Plan)
George J. Carter
President and Chief Executive Officer
Franklin Street Properties Corp.
401 Edgewater Place, Suite 200
Wakefield, MA 01880
(Name and Address of Agent For Service)
(781) 557-1300
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities to be Amount to be Maximum Maximum Amount of
Registered Registered(1) Offering Price Per Aggregate Registration Fee
Share Offering Price
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Common Stock,
$0.0001 par 2,000,000 shares $7.85(2) $15,700,000(2) $1,444.40(3)
value per share
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(1) In accordance with Rule 416 under the Securities Act of 1933, as amended,
this registration statement shall be deemed to cover any additional
securities that may from time to time be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, and based upon the book value, as of June 17, 2002, of $7.85 per
share of Common Stock of the registrant.
(3) Franklin Street Properties previously paid the Commission excess amounts
for prior filings and therefore has an excess balance of approximately
$23,600. Franklin Street Properties hereby allocates $1,444.40 of such
excess funds as payment of the registration fee due hereunder.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Item 2. Registrant Information and Employee Plan Annual Information.
The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:
(a) The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act or either (1) the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act that contains audited financial
statements for the registrant's latest fiscal year for which such statements
have been filed or (2) the registrant's effective registration statement on Form
10, as amended.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
(c) The description of the securities contained in the registrant's
registration statement on Form 10, as amended, filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
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 hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the 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 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.
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Item 5. Interests of Named Experts and Counsel.
Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement. Several partners of Hale and Dorr LLP
own, in the aggregate, approximately 395,570 shares of the registrant's common
stock.
Item 6. Indemnification of Directors and Officers.
The registrant's Articles of Incorporation require the registrant to
indemnify its directors, officers, employees, agents and other persons acting on
behalf of or at the request of the registrant to the fullest extent permitted
from time to time by Maryland law. The General Corporation Law of the State of
Maryland permits a corporation to indemnify its directors, officers and certain
other parties against judgments, penalties, fines, settlements and reasonable
expenses, including attorneys' fees, actually incurred by them in connection
with any proceeding to which they may be made a party by reason of their
services to or at the request of the corporation, unless it is established that
(i) the act or omission of the indemnified party 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, (ii) the indemnified party actually
received an improper personal benefit, or (iii) in the case of any criminal
proceeding, the indemnified party had reasonable cause to believe that the act
or omission was unlawful. Indemnification may be made against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by the
director or officer in connection with the proceeding; provided, however, that
if the proceeding is one by or in the right of the corporation, indemnification
may not be made with respect to any proceeding in which the director or officer
has been adjudged to be liable to the corporation. In addition, a director or
officer may not be indemnified with respect to any proceeding charging improper
personal benefit to the director or officer in which the director or officer was
adjudged to be liable on the basis that personal benefit was improperly
received.
The registrant's Articles of Incorporation contain a provision eliminating
the personal liability of a director or officer to the registrant or its
stockholders for monetary damages to the fullest extent permitted by Maryland
law. The General Corporation Law of the State of Maryland permits the liability
of directors and officers to a corporation or its stockholders for money damages
to be limited, except (i) to the extent that a judgment or other final
adjudication is entered adverse to the director or officer in a proceeding based
on a finding that the director's or officer's action, or failure to act, was the
result of active and deliberative dishonesty and was material to the cause of
action adjudicated in the proceeding or (ii) to the extent it is proved that the
director or officer actually received an improper benefit or profit in money,
property or services. This provision of the General Corporation Law of the State
of Maryland does not limit the ability of the registrant or its stockholders to
obtain other relief, such as an injunction or rescission.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings.
1. Item 512(a) of Regulation S-K. The undersigned registrant hereby
undertakes:
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(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
2. Item 512(b) of Regulation S-K. The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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.
3. Item 512(h) of Regulation S-K. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant 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 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 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 Wakefield, Massachusetts, on this 1st day of July, 2002.
FRANKLIN STREET PROPERTIES CORP.
By: /s/ George J. Carter
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George J. Carter
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Franklin Street Properties
Corp., hereby severally constitute and appoint George J. Carter, Barbara J.
Corinha and Kenneth A. Hoxsie, and each of them singly, our true 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 on
Form S-8 filed herewith and any and all subsequent amendments to said
registration statement, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable Franklin Street
Properties 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 Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ George J. Carter Chief Executive Officer and Director July 1, 2002
-------------------- (Principal executive officer)
George J. Carter
/s/ Lloyd S. Dow Controller July 1, 2002
---------------- (Principal financial and accounting
Lloyd S. Dow officer)
/s/ Barbara J. Corinha Director July 1, 2002
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Barbara J. Corinha
/s/ Janet P. Notopoulos Director July 1, 2002
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Janet P. Notopoulos
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/s/ Richard R. Norris Director July 1, 2002
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Richard R. Norris
Director _________, 2002
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Dennis J. McGillicuddy
Director _________, 2002
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Barry Silverstein
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INDEX TO EXHIBITS
Number Description
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4.1 (1) Articles of Organization of the Registrant
4.2 (2) By-Laws of the Registrant
5.1 Opinion of Hale and Dorr LLP, counsel to the Registrant
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of BDO Seidman, LLP
23.4 Consent of Braver and Company, P.C. (formerly, Roy and Stevens,
P.C.) (for FSP Blue Ravine Limited Partnership, FSP Bollman Place
Limited Partnership, FSP Hillview Center Limited Partnership and
FSP Telecom Business Center Limited Partnership)
23.5 Consent of Habif, Arogeti & Wynne, P.C.
24.1 Power of attorney (included on the signature pages of this
registration statement)
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(1) Incorporated by reference to Appendix B of Franklin Street
Partners Limited Partnership's Definitive Proxy Statement on
Schedule 14A, filed with the Securities and Exchange Commission on
December 18, 2001.
(2) Incorporated by reference to Appendix C of Franklin Street
Partners Limited Partnership's Definitive Proxy Statement on
Schedule 14A, filed with the Securities and Exchange Commission on
December 18, 2001.