As filed with the Securities and Exchange Commission on May 27, 1998
Registration No. 333-_______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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ALEXANDER'S, INC.
(Exact name of Registrant as specified in its charter)
Delaware 51-0100517
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
(Address of Principal Executive Offices)
Alexander's, Inc.
Omnibus Stock Plan
(Full title of the plan)
-------------------------
Joseph Macnow
Chief Financial Officer
Alexander's, Inc.
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
(Name and address of agent for service)
(201) 587-8541
(Telephone number, including area code, of agent for service)
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Copies to:
Douglas P. Bartner, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022-6069
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share (*) Offering Price (*) Fee
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock 700,000 $88.375 $61,862,500 $18,250
par value $1.00 per share Shares
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(*) The price shown is the average of the high and low prices of the Common Stock on the New York Stock Exchange
consolidated reporting system on May 26, 1998 in accordance with Rule 457(c), and is being utilized solely for
the purpose of calculating the registration fee.
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STATEMENT PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
The contents of the Registrant's Registration Statement on Form S-8
(333-07341), as filed with the Securities and Exchange Commission on July 1,
1996, are incorporated by reference herein.
2
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
5 Opinion of Shearman & Sterling regarding the legality of the
common stock being registered hereby.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit 5).
24 Powers of Attorney (included on signature page).
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Saddle Brook, State of New Jersey on the 27th
day of May, 1998.
ALEXANDER'S, INC.
By: /s/ Joseph Macnow
-----------------------------------------
Name: Joseph Macnow
Title: Vice President, Chief Financial
Officer
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby
constitutes and appoints Steven Roth and Joseph Macnow, and each of them acting
alone, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) and supplements to this Registration Statement and any and all
related registration statements necessary to register additional securities, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
4
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on May 27, 1998.
Signature Title
--------- -----
/s/ Steven Roth
- ------------------------------- Chief Executive Officer and
Steven Roth Director (Principal Executive
Officer)
/s/ Joseph Macnow
- ------------------------------- Vice President, Chief Financial
Joseph Macnow Officer
- -------------------------------
Thomas R. DiBenedetto Director
- -------------------------------
Michael D. Facitelli Director
/s/ David Mandelbaum
- -------------------------------
David Mandelbaum Director
- ------------------------------- Chairman of the Board of
Stephen Mann Directors
/s/ Arthur I. Sonnenblick
- -------------------------------
Arthur I. Sonnenblick Director
/s/ Neil Underberg
- -------------------------------
Neil Underberg Director
- -------------------------------
Richard West Director
/s/ Russell B. Wight, Jr.
- -------------------------------
Russell B. Wight, Jr. Director
5
Exhibit Index
Exhibit No. Description of Document
5 Opinion of Shearman & Sterling regarding the legality of the common
stock being registered hereby.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shearman & Sterling (included in
Exhibit 5).
24 Powers of Attorney (included on signature page).
May 27, 1998
Alexander's, Inc.
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
Ladies and Gentlemen:
We have acted as counsel for Alexander's, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") of the Company filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to 700,000 shares (the "Shares") of common
stock, par value $1.00 per share, of the Company (the "Common Stock"), to be
issued from time to time pursuant to the Alexander's, Inc. Omnibus Stock Plan
(the "Plan").
In so acting, we have examined the Registration Statement and
we have also examined and relied as to factual matters upon the representations
and warranties contained in originals, or copies certified or otherwise
identified to our satisfaction, of such documents, records, certificates and
other instruments as in our judgment are necessary or appropriate to enable us
to render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with originals
of all documents submitted to us as copies.
The opinion expressed below is limited to the law of the State
of New York, the General Corporation Law of Delaware and the federal law of the
United States, and we do not express any opinion herein concerning any other
law.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by the Company and, when (a) issued and delivered by
the Company in accordance with the terms of the Plan and (b) paid for in full in
accordance with the terms of the Plan, the Shares will be validly issued, fully
paid and non-assessable.
Alexander's, Inc. 2 May 27, 1998
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Shearman & Sterling
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 relating to the Alexander's, Inc.'s Omnibus Stock Plan of our report
dated March 17, 1998, appearing in the Annual Report on Form 10-K of Alexander's
Inc. for the year ended December 31, 1997, and our report dated February 6,
1998, appearing in Alexander's Annual Report on Form 10-K of Kings Plaza
Shopping Center and Marina for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
May 27, 1998