As filed with the Securities and Exchange Commission on December 20, 2002
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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REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland 33-0580106
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
220 West Crest Street
Escondido, California 92025-1707
(Address of Principal Executive Offices including Zip Code)
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THE 1994 STOCK OPTION AND INCENTIVE PLAN
FOR KEY EMPLOYEES OF REALTY INCOME CORPORATION
AND R.I.C. ADVISOR, INC.
(Full Title of Plan)
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Michael R. Pfeiffer, Esq. Copy to:
Executive Vice President, General Counsel and Secretary William J. Cernius
c/o REALTY INCOME CORPORATION LATHAM & WATKINS
220 West Crest Street 650 Town Center Drive, Suite 2000
Escondido, California 92025-1707 Costa Mesa, California 92626
(760) 741-2111 (714) 540-1235
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered (1) (3) Per Share (2) Price Fee
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Common Stock (1)(3) 1,000,000 $35.40 $35,400,000 $3,257
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(1) The 1994 Stock Option and Incentive Plan for Key Employees of Realty Income
Corporation and R.I.C. Advisor, Inc. (the "Plan") authorizes the issuance
each year of a maximum of three percent (3%) of the total outstanding
shares of common stock of Realty Income Corporation (the "Company") at the
end of each calendar year, of which 500,000 shares have been previously
registered and 1,000,000 shares are being registered hereby.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as
amended (the "Securities Act"), and is based on the average ($35.40) of the
high and low sales price of the Registrant's common stock, as reported on
the New York Stock Exchange on December 19, 2002.
(3) Each share of common stock being registered hereunder, if issued prior to
the termination by the Company of the Plan, will include one Common Share
Purchase Right. Prior to the occurrence of certain events, the Common Share
Purchase Rights will not be exercisable or evidenced separately from the
common stock.
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Proposed sale to take place as soon after the
effective date of the Registration
Statement as outstanding options are exercised.
1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of the Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement covers 1,000,000 additional shares of our
Common Stock reserved for issuance under the 1994 Stock Option and Incentive
Plan (the "Plan"). Effective September 9, 1993, our board of directors adopted,
and on September 22, 1993, our original stockholder approved the Plan, which set
the number of shares reserved for issuance each year thereunder at three percent
(3%) of the total of outstanding shares at the end of each calendar year. On
August 11, 1995, the Company filed with the Commission Form S-8 Registration
Statement No. 33-95708 (the "Original Registration Statement") covering an
aggregate of 500,000 shares issuable under the Plan. The contents of the
Original Registration Statement are incorporated by reference herein to the
extent not modified or superseded thereby or by any subsequently filed document,
which is incorporated by reference herein or therein.
The consolidated financial statements and financial statement schedule of
Realty Income Corporation and subsidiaries as of December 31, 2001 and 2000, and
for each of the years in the three-year period ended December 31, 2001, have
been incorporated by reference herein in reliance upon the reports of KPMG LLP,
independent accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
ITEM 8. EXHIBITS
See Index to Exhibits on page 5.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that we meet all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the City of Escondido, State of California, on this the 20th day
of December, 2002.
REALTY INCOME CORPORATION
a Maryland corporation
By: /s/ Michael R. Pfeiffer
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Michael R. Pfeiffer
Executive Vice President, General Counsel and
Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Michael R. Pfeiffer, as attorney-in-fact and agent, with full powers of
substitution, to sign on his behalf, individually and in the capacities stated
below, and to file any and all amendments, including post-effective amendments,
to this registration statement and other documents in connection therewith, with
the Commission, granting to said attorney-in-fact and agent full power and
authority to perform any other act on behalf of the undersigned required to be
done in the premises.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on December 20, 2002.
Signature Title
/s/ Thomas A. Lewis Vice Chairman of the Board and Chief Executive Officer
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Thomas A. Lewis
/s/ Paul M. Meurer Executive Vice President, Chief Financial Officer and Treasurer
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Paul M. Meurer (Principal Financial Officer)
/s/ Gregory J. Fahey Vice President, Controller (Principal Accounting Officer)
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Gregory J. Fahey
/s/ William E. Clark Chairman of the Board
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William E. Clark
/s/ Donald R. Cameron Director
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Donald R. Cameron
/s/ Roger P. Kuppinger Director
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Roger P. Kuppinger
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/s/ Michael D. McKee Director
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Michael D. McKee
/s/ Willard H. Smith Jr. Director
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Willard H. Smith Jr.
/s/ Kathleen R. Allen, Ph.D. Director
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Kathleen R. Allen, Ph.D.
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INDEX TO EXHIBITS
EXHIBIT PAGE
4.1 The 1994 Stock Option and Incentive Plan for Key Employees of Realty --
Income Corporation and RIC Advisor, Inc., dated June 15, 1994,
filed as an exhibit with the Original Registration Statement on Form
S-8, dated August 11, 1995, and incorporated herein by reference.
4.2 Rights Agreement, dated as of June 25, 1998, between Realty Income --
Corporation and The Bank of New York (filed as an exhibit to our
registration statement on Form 8-A, dated June 26, 1998, and
incorporated herein by reference).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP. 6
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 6
5.1).
23.2 Consent of Independent Auditors 7
24 Power of Attorney (included in the signature page to this Registration 3
Statement).
5