As filed with the Securities and Exchange Commission on September 6, 2005.
File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DUKE REALTY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Indiana |
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35-1740409 |
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(State or Other Jurisdiction of |
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(I.R.S. Employer |
600 East 96th Street, Suite 100
Indianapolis, Indiana 46240
(317) 808-6000
(Address, including Zip Code, and Telephone Number of Principal Executive Offices)
1995 Dividend Increase Unit Plan of Duke Realty Services Limited Partnership
Weeks Corporation Incentive Stock Plan
Weeks Corporation 1998 Incentive Stock Plan
1996 Directors’ Stock Payment Plan of Duke Realty Investments, Inc.
1999 Salary Replacement Stock Option and Dividend Increase Unit Plan
2000 Performance Share Plan of Duke-Weeks Realty Corporation
(Full Title of the Plans)
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Copy to: |
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DENNIS D. OKLAK |
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LAURA G. THATCHER |
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(Name, Address, including Zip Code, and Telephone |
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statements on Form S-8 (File Nos. 333-82061, 333-35162, and 333-59508) (the “Registration Statements”) of Duke Realty Corporation (the “Company” formerly known as Duke Realty Investments, Inc. and Duke-Weeks Realty Corporation) filed with the Securities and Exchange Commission on July 1, 1999, April 19, 2000, and April 25, 2001, respectively, which registered 7,112,000 shares of the Company’s common stock to be issued to participants under the following Company plans: (i) 1995 Dividend Increase Unit Plan of Duke Realty Services Limited Partnership, (ii) Weeks Corporation Incentive Stock Plan, (iii) Weeks Corporation 1998 Incentive Stock Plan, (iv) 1996 Directors’ Stock Payment Plan of Duke Realty Investments, Inc., (v) 1999 Salary Replacement Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc., (vi) 2000 Performance Share Plan of Duke-Weeks Realty Corporation, and (vii) 1995 Shareholder Value Plan of Duke Realty Services Limited Partnership (collectively, the “Plans”).
No further awards will be granted under any of the Plans, and the Plans will be maintained by the Company only until the last award granted thereunder has been exercised, vested, forfeited or expired. In accordance with an undertaking contained in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration a total of 4,715,645 securities of the Company registered but unsold under the Registration Statements. After this Post-Effective Amendment No. 1, there will remain registered a total of 237,711 shares, plus additional shares that may become issuable in accordance with the adjustment and anti-dilution provisions of the Plans. The table below provides details regarding each plan listed above and the number of shares deregistered under such plan.
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Plan |
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Shares Registered |
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Shares |
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Shares to Remain |
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1995 Dividend Increase Unit Plan of Duke Realty Services Limited Partnership (File No. 333-39965) |
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1,200,000 |
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1,123,231 |
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0 |
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Weeks Corporation Incentive Stock Plan (File |
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1,380,000 |
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375,822 |
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48,300 |
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Weeks Corporation 1998 Incentive Stock Plan (File |
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1,932,000 |
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652,655 |
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180,850 |
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1996 Directors’ Stock Payment Plan of Duke Realty Investments, Inc. (File No. 333-35162) |
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21,084 |
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0 |
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0 |
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1999 Salary Replacement Stock Option and Dividend Increase Unit Plan (File No. 333-35162) |
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1,578,916 |
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1,564,989 |
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8,621 |
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2000 Performance Share Plan of Duke-Weeks Realty Corporation (File No. 333-59508) |
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1,000,000 |
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998,948 |
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0 |
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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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on this 27th day of July, 2005.
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DUKE REALTY CORPORATION |
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By: |
/s/ Dennis D. Oklak |
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Dennis D. Oklak |
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Chairman of the Board and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Dennis D. Oklak |
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Chairman of the Board and Chief |
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July 27, 2005 |
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Dennis D. Oklak |
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Executive Officer (Principal Executive |
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Officer) |
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/s/ Matthew A. Cohoat |
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Executive Vice President and Chief |
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July 27, 2005 |
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Matthew A. Cohoat |
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Financial Officer |
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(Principal Financial Officer) |
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/s/ Barrington H. Branch |
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Director |
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July 27, 2005 |
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Barrington H. Branch |
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/s/ Geoffrey Button |
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Director |
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July 27, 2005 |
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Geoffrey Button |
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/s/ William Cavanaugh III |
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Director |
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July 27, 2005 |
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William Cavanaugh III |
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/s/ Ngaire E. Cuneo |
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Director |
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July 27, 2005 |
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Ngaire E. Cuneo |
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/s/ Charles R. Eitel |
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Director |
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July 27, 2005 |
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Charles R. Eitel |
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/s/ Dr. R. Glenn Hubbard |
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Director |
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July 27, 2005 |
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Dr. R. Glenn Hubbard |
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/s/ Dr. Martin C. Jischke |
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Director |
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July 27, 2005 |
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Dr. Martin C. Jischke |
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/s/ L. Ben Lytle |
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Director |
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July 27, 2005 |
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L. Ben Lytle |
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/s/ William O. McCoy |
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Director |
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July 27, 2005 |
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William O. McCoy |
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/s/ John W. Nelley, Jr. |
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Director |
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July 27, 2005 |
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John W. Nelley, Jr. |
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/s/ Jack R. Shaw |
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Director |
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July 27, 2005 |
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Jack R. Shaw |
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/s/ Robert J. Woodward, Jr. |
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Director |
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July 27, 2005 |
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Robert J. Woodward, Jr. |
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