As filed with the Securities and Exchange Commission on May 1, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORPORATE OFFICE PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland 23-2947217
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
8815 Centre Park Drive, Suite 400
Columbia, Maryland 21045
(Address of Principal Executive Offices, including Zip Code)
Corporate Office Properties Trust
Supplemental Nonqualified Deferred Compensation Plan
(Full Title of the Plan)
Clay W. Hamlin, III
Chief Executive Officer
Corporate Office Properties Trust
8815 Centre Park Drive, Suite 400
Columbia, MD 21045
(410) 730-9092
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copies to:
Alan Singer, Esquire John H. Gurley, Esquire
Morgan, Lewis & Bockius LLP Senior Vice President & General Counsel
1701 Market Street Corporate Office Properties Trust
Philadelphia, PA 19103-2921 8815 Centre Park Drive, Suite 400
(215) 963-5000 Columbia, MD 21045
(410) 992-7247
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Per Security Aggregate Offering Price(3) Registration Fee
--------------------------- -------------- ----------------------------- --------------------------- ------------------
Deferred Compensation $10,000,000 100% $10,000,000 $920
Obligations
--------------------------- -------------- ----------------------------- -------------------------- -------------------
Common Shares of Beneficial -- -- -- --
Interest, $0.01 par value(2)
=========================== ============== ============================= ========================== ===================
(1) The Deferred Compensation Obligations are unsecured obligations of
Corporate Office Properties Trust to pay deferred compensation in the
future in accordance with the terms of the Corporate Office Properties
Trust Supplemental Nonqualified Deferred Compensation Plan (the "Plan")
(2) The indeterminate number of shares registered may be issuable upon
redemption of the Deferred Compensation Obligations in accordance
with the terms of the Plan.
(3) Estimated pursuant to Rule 457(o) solely for purpose of calculating the
registration fee, based upon the maximum amount of compensation which
may be deferred under the Corporate Office Properties Trust
Supplemental Nonqualified Deferred Compensation Plan.
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Information required in Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), is not required to be filed with the
Securities and Exchange Commission (the "Commission") and is omitted from this
Registration Statement in accordance with the explanatory note to Part I of Form
S-8 and Rule 428 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Corporate Office Properties Trust (the
"Registrant" or the "Company") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 are incorporated in this
registration statement by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001.
2. The Registrant's Current Reports on Form 8-K filed January 30,
2002, February 13, 2002, March 4, 2002, April 4, 2002 and April 24, 2002.
All other documents filed by the Registrant with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, subsequent to the date of this
registration statement and 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 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 to the extent that a statement contained in this
registration statement 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.
Under the Corporate Office Properties Trust Supplemental Nonqualified
Deferred Compensation Plan (the "Plan"), the Registrant will provide eligible
participating employees (each, a "Participant" and, collectively, the
"Participants") the opportunity to enter into agreements for the deferral of (i)
a specified percentage of their annual compensation or bonus awards, (ii) upon
the Participant's election to forego his or her rights under an option (the
"Option"), issued to a Participant under the Registrant's Long Term Incentive
Plan (the "LTIP"), to purchase the Registrant's common shares of beneficial
interest (the "Common Shares"), an amount equal to the difference between (A)
the fair market value of the Common Shares that are issuable upon the exercise
of the Option and (B) the exercise price of such Option, or (iii) upon the
Participant's election to forgo his or her rights to receive Common Shares upon
vesting, the fair market value of restricted Common Shares issued under the LTIP
at the time they would otherwise become vested and transferable. In addition,
the Registrant may, at its discretion, credit a Participant with
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an additional amount to the extent that the Participant did not receive the
maximum employer matching contributions under the Registrant's 401(k) Plan. The
obligations of the Registrant under such agreements (the "Obligations") will be
unsecured general obligations of the Registrant to pay the deferred compensation
and/or additional amounts in the future in accordance with the terms of the
Plan, and will rank pari passu with other unsecured and unsubordinated
indebtedness of the Registrant from time to time outstanding. The amount of
compensation, bonus award, credit in lieu of shares underlying options, credit
in lieu of restricted shares and/or additional amounts to be deferred by each
Participant or to be awarded by the Registrant, as the case may be, will be
determined in accordance with the Plan based on elections by each Participant
or, in the case of such additional amounts, by the Registrant.
Participants may elect to have deferred amounts credited to one of a
number of Diversified Funds or a Corporate Office Properties Trust Shares Fund
(the "COPT Shares Fund"). Only the Diversified Fund is eligible for election
with respect to any income or bonus deferrals or additional amounts paid by the
Registrant, while, in general, only the COPT Shares Fund is eligible for
election with respect to option or restricted shares issued under the LTIP.
Participant accounts will be credited with earnings, gains and losses as if the
deferred amounts were actually invested in accordance with the Participant's
investment elections.
Deferred amounts will be payable upon the date on which the
Participant's employment is terminated for any reason, including death,
disability, retirement or termination of employment for any reason. The payment
of the obligation shall be in a lump-sum distribution, made in accordance with
the terms of the Plan, or payable in five, ten or 15 annual installments in
accordance with the Participant's election on fixed dates no earlier than
January 1 of the third calendar year after the amounts are deferred. If the
Participant's employment is terminated prior to the date on which an in-service
distribution would otherwise be made or commence, the election will be null and
void. Unless otherwise permitted by the Registrant, amounts invested in the COPT
Shares Fund will be distributed in Common Shares. Amounts invested in the
Diversified Fund will be distributed in cash or in kind, as permitted by the
Registrant.
A Participant who suffers a severe financial hardship may also request
that the committee responsible for administering the Plan grant a hardship
withdrawal. Finally, a Participant may request an in-service distribution for
any reason, provided that a forfeiture penalty equal to 10% of the amount of the
distribution will be imposed on such a distribution.
Within 30 days after a change of control (as defined in the Plan), a
Participant shall, unless such Participant affirmatively elects otherwise,
receive a lump sum distribution of the entire balance of such Participant's
account(s).
There is no trading market for the Obligations. The Obligations are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment. Any attempt by any person to
transfer or assign benefits under the Plan, other than a claim for benefits by a
Participant or his or her beneficiary(ies), will be null and void. Except for
distributions from the Plan in the form of the Common Shares, the Obligations
are not convertible into any other security of the Registrant. No trustee has
been appointed to take action with respect to the Obligations and each
Participant will be responsible for enforcing his or her own rights with respect
to the Obligations. The Registrant has established a grantor, or "rabbi", trust
to serve as a source of funds from which it can satisfy the obligations.
Participants in the Plan will have no rights to any assets held by a rabbi
trust, except as general creditors of the Registrant. Assets of any rabbi trust
will at all times be subject to the claims of the Registrant's general
creditors.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Title 8 of the Corporations and Associations Article of the Annotate
Code of Maryland, as amended (the "Maryland REIT Law") permits a Maryland real
estate investment trust to include in its declaration of trust a provision
limiting the liability of its trustees and officers to the trust and its
shareholders for money damages except for liability resulting from (i) actual
receipt of an improper benefit or profit in money, property or services or (ii)
active and deliberate dishonesty established by a final judgment as being
material to the cause of action. The Registrant's declaration of trust, as
amended, restated and supplemented (the "Declaration of Trust"), contains such a
provision limiting such liability to the maximum extent permitted by Maryland
law.
The Maryland REIT Law permits a Maryland real estate investment trust
to indemnify, and to advance expenses to, its trustees and officers, to the same
extent as permitted by the Maryland General Corporation Law ("MGCL") for
Trustees and officers of Maryland corporations. The MGCL permits a corporation
to indemnify its present and former Trustees and officers, among others, against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service in those or other capacities unless it is
established that (i) the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (a) was committed in bad faith
or (b) was the result of active and deliberate dishonesty, (ii) the director or
officer actually received an improper personal benefit in money, property or
services or (iii) in the case of any criminal proceeding, the director or
officer had reasonable cause to believe that the act or omission was unlawful.
However, under the MGCL, a Maryland corporation may not indemnify for an adverse
judgment in a suit by or in the right of the corporation or for a judgment of
liability on the basis that personal benefit was improperly received, unless in
either case a court orders indemnification and then only for expenses. The MGCL
permits a corporation to advance reasonable expenses to a director or officer
only with respect to a proceeding brought to enforce indemnification under the
MGCL or if the charter or bylaws of the corporation, a resolution by the board
of directors, or an agreement approved by the board of directors to which the
corporation is a party expressly provides for such indemnification. In addition,
reasonable expenses may be advanced upon the corporation's receipt of (a) a
written affirmation by the director or officer of his or her good-faith belief
that he or she has met the standard of conduct necessary for indemnification by
the corporation and (b) a written undertaking by him or her or on his or her
behalf to repay the amount paid or reimbursed by the corporation if it shall
ultimately be determined that the standard of conduct was not met. Under the
MGCL, rights to indemnification and expenses are nonexclusive, in that they need
not be limited to those expressly provided by statute.
The Declaration of Trust authorizes the Registrant, to the maximum
extent permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former Trustee or officer or (b) any individual who, while a
Trustee of the Registrant and at the request of the Registrant, serves or has
served another real estate investment trust, corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a trustee,
director, officer, partner, employee or agent of such entity from and against
any claim or liability to which such person may become subject or which such
person may incur by reason of service in such capacity. The Bylaws obligate the
Registrant, to the maximum extent permitted by Maryland law, to indemnify and to
pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (i) any present or former Trustee or officer who is made a party
to the proceeding by reason of his or her service in that capacity or (ii) any
such Trustee or officer who, at the request of the
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Registrant, serves or has served another real estate investment trust,
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a trustee, director, officer, partner, employee or agent of
such entity and who is made a party to the proceeding by reason of his service
in that capacity against any claim or liability to which he may become subject
by reason of his or her status as a present or former Trustee or officer of the
Registrant. The Declaration of Trust and the Bylaws also permit the Registrant
to provide indemnification to any person who served a predecessor of the
Registrant in any of the capacities described above and to any employee or agent
of the Registrant or a predecessor of the Registrant. The Bylaws require the
Registrant to indemnify a Trustee or officer who has been successful, on the
merits or otherwise, in the defense of any proceeding to which he or she is made
a party by reason of his or her service in that capacity.
The Maryland REIT Law and the Bylaws may permit indemnification for
liabilities arising under the Securities Act or the Exchange Act. The Board of
Trustees has been advised that, in the opinion of the Commission,
indemnification for liabilities arising under the Securities Act or the Exchange
Act is contrary to public policy and is therefore unenforceable, absent a
decision to the contrary by a court of appropriate jurisdiction.
The Company maintains trustees' and officers' liability insurance
coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement:
4 Corporate Office Properties Trust Supplemental Nonqualified
Deferred Compensation Plan
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of PriceWaterhouseCoopers LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)
24 Power of Attorney (included in signature page)
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;
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(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 (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 periodic reports filed with or furnished to the
Securities and Exchange 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 that remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purpose 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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein 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 Trustees, 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 Trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, 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 the City of Columbia, State of Maryland on this 1st day of
May, 2002.
CORPORATE OFFICE PROPERTIES TRUST
By: /S/ RANDALL M. GRIFFIN
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Randall M. Griffin
President and Chief Operating Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Randall M. Griffin,
President and Chief Operating Officer of the Registrant, and Roger A. Waesche,
Senior Vice President and Chief Financial Officer of the Registrant, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments to the Registration Statement),
and to file the same, with all exhibits thereto, and any other documents in
connection therewith, granting unto said attorney-in-fact and agents 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 or she 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.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ JAY H. SHIDLER Chairman of the Board of Trustees May 1, 2002
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Jay H. Shidler
/S/ CLAY W. HAMLIN, III Chief Executive Officer and Trustee May 1, 2002
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Clay W. Hamlin, III
/S/ RANDALL M. GRIFFIN President and Chief Operating Officer May 1, 2002
------------------------------------ (Principal Executive Officer)
Randall M. Griffin
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/S/ ROGER A. WAESCHE, JR. Senior Vice President and Chief Financial May 1, 2002
--------------------------- Officer (Principal Accounting and Financial
Roger A. Waesche, Jr. Officer)
/S/ BETSY Z. COHEN Trustee May 1, 2002
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Betsy Z. Cohen
/S/ KENNETH D. WETHE Trustee May 1, 2002
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Kenneth D. Wethe
/S/ ROBERT L. DENTON Trustee May 1, 2002
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Robert L. Denton
/S/ KENNETH S. SWEET, JR. Trustee May 1, 2002
------------------------------------
Kenneth S. Sweet, Jr.
/S/ STEVEN D. KESLER Trustee May 1, 2002
------------------------------------
Steven D. Kesler
/S/ THOMAS F. BRADY Trustee May 1, 2002
------------------------------------
Thomas F. Brady
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CORPORATE OFFICE PROPERTIES TRUST
INDEX TO EXHIBITS
EXHIBIT NUMBER DOCUMENT
4 Corporate Office Properties Trust Supplemental Nonqualified
Deferred Compensation Plan
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of PriceWaterhouseCoopers LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)
24 Power of Attorney (included in signature page)
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