AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JULY 27, 2005 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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TANGER FACTORY OUTLET CENTERS, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1815473
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3200 NORTHLINE AVENUE
SUITE 360 27408
GREENSBORO, NORTH CAROLINA
(Address of principal executive offices) (Zip Code)
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THE AMENDED AND RESTATED
INCENTIVE AWARD PLAN OF
TANGER FACTORY OUTLET CENTERS, INC. AND
TANGER PROPERTIES LIMITED PARTNERSHIP
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Copy to:
FRANK C. MARCHISELLO, JR. RAYMOND Y. LIN, ESQ.
TANGER FACTORY OUTLET CENTERS, INC. LATHAM & WATKINS LLP
3200 NORTHLINE AVENUE 885 THIRD AVENUE
SUITE 360 SUITE 1000
GREENSBORO, NORTH CAROLINA 27408 NEW YORK, NEW YORK 10022
(336) 292-3010 (212) 906-1200
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
Calculation of Registration Fee
------------------------ ----------------- ----------------- ------------------ ---------------
Amount Proposed Proposed
Title of Each of Shares Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (2) Offering Price Fee
------------------------ ----------------- ----------------- ------------------ ---------------
Common Shares,
$.01 par value (1) 2,500,000 $27.50 $68,750,000 $8,091.88
(1) The Incentive Plan of the Company and the Operating Partnership authorizes
the issuance in the aggregate of a maximum of 6,000,000 shares, 2,500,000 of
which are being registered hereunder. Of the shares being registered hereby,
20,210 are subject to presently exercisable options granted under the Plan.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon the average
of the high and low prices for the Company's Common Shares on the composite tape
for the New York Stock Exchange on July 25, 2005.
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EXPLANATORY NOTE
Tanger Factory Outlet Centers, Inc., a North Carolina corporation (the
"Company"), previously registered 1,750,000 common shares of the Company, $.01
par value (the "Common Shares"), to be offered or sold to participants under the
Company's Share Option Plan for Directors and Executive and Key Employees of
Tanger Factory Outlet Centers, Inc. (the "Share Option Plan") and the Unit
Option Plan for Employees of Tanger Properties Limited Partnership ("Unit Option
Plan") on Form S-8 (File Nos. 333-80450 and 333-91863). At the Annual Meeting of
Shareholders of the Company on May 9, 2003, the Shareholders ratified an
increase, from 1,750,000 to 2,250,000, in the aggregate number of Common Shares
which may be issued under the Share Option Plan and Unit Option Plan. In order
to add restricted shares and other share-based grants to the Share Option Plan
and to merge the Unit Option Plan into the Share Option Plan, holders of Common
Shares (the "Shareholders") ratified the Amended and Restated Incentive Award
Plan (the "Incentive Plan") of Tanger Factory Outlet Centers, Inc. and Tanger
Properties Limited Partnership (the "Operating Partnership"), by and between the
Company and the Operating Partnership, at the Annual Meeting of Shareholders of
the Company held on May 14, 2004 (the "Annual Meeting"). At the Annual Meeting
the Shareholders also ratified an increase, from 2,250,000 to 3,000,000, in the
aggregate number of Common Shares which may be issued under the Incentive Plan.
On December 29, 2004, the Company's Common Shares underwent a two-for-one
split (the "Stock Split). Accordingly, pursuant to Rule 416(a) of the Securities
Act of 1933, 3,500,000 Common Shares were previously registered and pursuant to
Section 10.3 of the Incentive Plan, an aggregate of 6,000,000 Common Shares may
be issued under the Incentive Plan. This registration statement is being filed
pursuant to General Instruction E on Form S-8 (Registration of Additional
Securities) in order to register an additional 2,500,000 Common Shares, as
approved by the Shareholders, which may be offered or sold to participants under
the Incentive Plan.
INCORPORATION BY REFERENCE
The Company has filed with the Securities and Exchange Commission the
Registration Statements with respect to 1,750,000 Common Shares (as adjusted
pursuant to Rule 416(a) of the Securities Act of 1933 to 3,500,000 Common Shares
due to the Stock Split) and the Definitive Proxy Statement for the Annual
Meeting of Shareholders held on May 14, 2004. The contents of such Registration
Statements (File Nos. 333-80450 and 333-91863) and Definitive Proxy Statement
(File No. 001-11986) are hereby incorporated by reference.
Item 8.
EXHIBITS
5(a) Opinion of Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A. as to
the legality of the Common Shares being registered.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A.
(Included in Exhibit 5(a)).
24 Power of Attorney (included on signature page).
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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 Greensboro, State of North Carolina, on this 27th day
of July 2005.
TANGER FACTORY OUTLET CENTERS, INC.
By: /s/ Stanley K. Tanger
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Stanley K. Tanger
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints Stanley K. Tanger the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities (unless revoked in writing), to sign this
Registration Statement on Form S-8, and any and all amendments thereto,
including any post-effective amendments as well as any related registration
statement (or amended thereto) filed in reliance upon Rule 462(b) under the
Securities Act, as amended and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in connection therewith, as fully as to all intents and purposes as the
undersigned might and could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agents or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in their
respective capacities with Tanger Factory Outlet Centers, Inc. and on the date
indicated.
Signature Title Date Signed
--------- ----- -----------
/s/ Stanley K. Tanger Chairman of the Board and Chief July 27, 2005
--------------------------------- Executive Officer
Stanley K. Tanger (Principal Executive Officer)
/s/ Steven B. Tanger President, Chief Operating Officer July 27, 2005
--------------------------------- and Director
Steven B. Tanger
/s/ Frank C. Marchisello, Jr. Executive Vice President and Chief July 27, 2005
--------------------------------- Financial Officer
Frank C. Marchisello, Jr. (Principal Financial and Accounting Officer)
/s/ Jack Africk Director July 27, 2005
---------------------------------
Jack Africk
/s/ William G. Benton Director July 27, 2005
---------------------------------
William G. Benton
/s/ Thomas E. Robinson Director July 27, 2005
---------------------------------
Thomas E. Robinson
/s/ Allan L. Schuman Director July 27, 2005
---------------------------------
Allan L. Schuman
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION SEQUENTIALLY NUMBERED PAGE
------------------------- ----------------------------------------------------- --------------------------------------
5(a) Opinion of Vernon, Vernon, Wooten, Brown, Andrews & 5
Garrett, P.A. as to the legality of the Common
Shares being registered.
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23(a) Consent of PricewaterhouseCoopers LLP. 6
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23(b) Consent of Vernon, Vernon, Wooten, Brown, Andrews 5
& Garrett, P.A. (Included in Exhibit 5(a)).
------------------------- ----------------------------------------------------- --------------------------------------
24 Power of Attorney (included on signature page). 3
------------------------- ----------------------------------------------------- --------------------------------------
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EXHIBIT 5(a)
[LETTERHEAD OF VERNON, VERNON, WOOTEN,
BROWN, ANDREWS & GARRETT, P.A.]
July 27, 2005
Tanger Factory Outlet Centers, Inc.
3200 Northline Avenue
Suite 360
Greensboro, NC 27408
Re: Tanger Factory Outlet Centers, Inc.
Registration Statement or Form S-8
Ladies and Gentlemen:
We have acted as counsel to Tanger Factory Outlet Centers, Inc. (the
"Company") and to Tanger Properties Limited Partnership ("the "Operating
Partnership") in connection with the authorization of 2,500,000 Common Shares,
par value $0.01 per share (the "Shares"), to be issued by the Company pursuant
to the Amended and Restated Incentive Award Plan of Tanger Factory Outlet
Centers, Inc. and Tanger Properties Limited Partnership (the "Incentive Plan").
We are familiar with the proceedings which have been taken and which are
contemplated by the Company in connection with the adoption of the Incentive
Plan and the authorization and issuance of the Shares. For purposes of this
opinion, we have assumed that such proceedings will be timely completed in the
manner presently proposed. In particular, we have assumed that the Shares will
be issued pursuant to the terms of the Incentive Award Plan (or in exchange for
Units issued under the Amended and Restated Unit Option Plan for Employees of
Tanger Properties Limited Partnership which has been merged into the Incentive
Plan), that the Company and the Operating Partnership, shall have received the
exercise price payable for each Share or Unit under the terms of the Incentive
Award Plan, and that the Company shall have issued share certificates evidencing
any such Shares.
We have reviewed such documents and considered such matters of law and fact
as we, in our professional judgment, have deemed appropriate to render the
opinions contained herein. The opinions expressed herein are limited to matters
governed by the laws of the State of North Carolina and no opinion is expressed
herein as to the laws of any other jurisdiction.
Based upon and subject to the foregoing and to the further limitations and
qualifications herein expressed, it is our opinion that the Shares have been
duly authorized and that, upon receipt by the Company or the Operating
Partnership of the exercise price and the issuance of share certificates
evidencing the Shares, the Shares will be validly issued, fully paid and
non-assessable.
We understand that you intend to file a Registration Statement on Form S-8
(the "Registration Statement") with the Securities and Exchange Commission in
connection with the registration of the Shares under the Securities Act of 1933,
as amended. We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A.
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Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A.
5
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of Tanger Factory Outlet Centers, Inc. on Form S-8 of our report dated
March 14, 2005 relating to the financial statements and financial statement
schedule, which appears in Tanger Factory Outlet Centers, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 2004. We also consent to the
incorporation by reference of our report dated March 14, 2005 related to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Greensboro, North Carolina
July 27, 2005
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