Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
__________________________________
URSTADT BIDDLE
PROPERTIES INC.
(Exact
name of registrant as specified in its charter)
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State
of Maryland
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04-2458042
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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321
Railroad Avenue, Greenwich, CT
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06830
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(Address
of Principal Executive Offices)
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(Zip
Code)
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URSTADT
BIDDLE PROPERTIES INC.
AMENDED
AND RESTATED RESTRICTED STOCK AWARD PLAN
(Full
Title of the Plans)
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Charles
J. Urstadt
Chairman
and Chief Executive Officer
Urstadt
Biddle Properties Inc.
321
Railroad Avenue
Greenwich,
Connecticut 06830
(203) 863-8200
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Willing
L. Biddle
President
and Chief Operating Officer
Urstadt
Biddle Properties Inc.
321
Railroad Avenue
Greenwich,
Connecticut 06830
(203)
863-8200
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(Name,
address and telephone number, including area code, of agent for
service)
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer o
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Accelerated
filer þ
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Non-accelerated
filer o (Do
not check if a smaller reporting company)
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Smaller
reporting company o
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CALCULATION
OF REGISTRATION FEE
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Title
of
securities
to
be
registered
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Amount
to
be
registered
(1)
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Proposed
maximum
offering
price
per
share
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Proposed
maximum
aggregate
offering
price
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Amount
of
registration
fee
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Common
Stock
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300,000
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$
14.98 (2)
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$
4,494,000 (2)
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$321
(2)
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Class
A Common Stock
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300,000
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$16.87
(3)
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$
5,061,000 (3)
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$361
(3)
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(1) Pursuant
to Rule 416(a), this registration statement shall also cover any additional
shares of the Registrant’s Common Stock and Class A Common Stock that become
issuable under the Urstadt Biddle Properties Inc. Amended and Restated
Restricted Stock Award Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction.
(2) Estimated
solely for purposes of calculating the registration fee, and pursuant to Rule
457(h) under the Securities Act of 1933, as amended, computed based upon the
average of the high and low prices of the Registrant’s Common Stock reported on
the New York Stock Exchange on March 24, 2010.
(3) Estimated
solely for purposes of calculating the registration fee, and pursuant to Rule
457(h) under the Securities Act of 1933, as amended, computed based upon the
average of the high and low prices of the Registrant’s Class A Common Stock
reported on the New York Stock Exchange on March 24, 2010.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information
Not filed
as part of this registration statement pursuant to the Note to Part 1 of
Form S-8. The documents containing the information specified in this
Item have been or will be sent or given to participants as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the
“Securities Act”).
Item
2. Registrant Information and Employee Plan Annual
Information
Not filed
as part of this registration statement pursuant to the Note to Part 1 of
Form S-8. The documents containing the information specified in this
Item have been or will be sent or given to participants as specified by
Rule 428(b)(1) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference
The
following documents which have heretofore been filed by Urstadt Biddle
Properties Inc. (the “Company”) (Commission File No. 001-12803) with the
Securities and Exchange Commission (the “SEC”) pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by
reference herein and shall be deemed to be a part hereof:
(a) The
Company’s Annual Report on Form 10-K for the fiscal year ended October 31,
2009;
(b) The
Company’s Quarterly Report on Form 10-Q for the quarter ended January 31,
2010;
(c) The
Company’s Current Report on Form 8-K filed on February 17, 2010;
(d) The
description of the Company’s Common Stock contained in the Company’s
registration statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description; and
(e) The
description of the Company’s Class A Common Stock contained in the Company’s
registration statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All
documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all the Common Stock and Class A
Common Stock offered hereby have been sold or which deregisters all Common Stock
and Class A Common Stock then remaining unsold shall be deemed to be
automatically incorporated by reference in this registration statement and to be
a part hereof from the date of filing such documents; provided, however, that
the Company is not incorporating by reference any information furnished under
Item 2.02 or Item 7.01 of any current report on Form 8-K, unless, and to the
extent, specified in any such current report on Form 8-K. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein 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 only be
deemed to be a part of this registration statement as so modified or
superseded.
Item
4. Description
of Securities
Not
applicable
Item
5. Interests
of Named Experts and Counsel
Not
applicable
Item
6. Indemnification of Directors and
Officers
Charter and
bylaws. The charter of the Company provides that the Company
has the power, by its bylaws or by resolution of the board of directors, to
indemnify directors, officers, employees and
II-1
agents,
provided that indemnification is consistent with applicable law. The
bylaws provide that the Company will indemnify, to the fullest extent permitted
from time to time by applicable law, its directors, officers, employees and
agents and any person serving at its request as a director, officer or employee
of another corporation or entity, who by reason of that status or service is or
is threatened to be made a party to, or is otherwise involved in, any action,
suit or proceeding. According to the Company’s bylaws,
indemnification will be against all liability and loss suffered and expenses,
including attorneys’ fees, judgments, fines, penalties and amounts paid in
settlement, reasonably incurred by the indemnified person in connection with the
proceeding. The bylaws provide, however, that the Company will not be
required to indemnify a person in connection with an action, suit or proceeding
initiated by that person unless it was authorized by the board of
directors. The bylaws provide that the Company will pay or reimburse
reasonable expenses in advance of final disposition of a proceeding and without
requiring a preliminary determination of the ultimate entitlement to
indemnification, provided that the individual seeking payment provides (a) a
written affirmation of the individual’s good faith belief that the individual
meets the standard of conduct necessary for indemnification under the laws of
the State of Maryland, and (b) a written undertaking to repay the amount
advanced if it is ultimately determined that the applicable standard of conduct
has not been met.
Maryland General Corporation
Law. The Maryland General Corporation Law (the “MGCL”) permits
a corporation to indemnify its directors, officers and certain other parties
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 to the corporation or at the
corporation’s request, unless it is established that the act or omission of the
person was material to the matter giving rise to the proceeding and (i) the act
or omission was committed in bad faith or was the result of active and
deliberate dishonesty, or (ii) the person actually received an improper
personal benefit in money, property or services, or (iii) in the case of any
criminal proceeding, the person had reasonable cause to believe that the act or
omission was unlawful. The MGCL does not permit indemnification in
respect of any proceeding in which the person seeking indemnification is
adjudged to be liable to the corporation. Further, a person may not
be indemnified for a proceeding brought by that person against the corporation,
except (i) for a proceeding brought to enforce indemnification or (ii) if
the corporation’s charter or bylaws, a resolution of the board of directors or
an agreement approved by the board of directors to which the corporation is a
party expressly provides otherwise. Under the MGCL, reasonable
expenses incurred by a director or officer who is a party to a proceeding may be
paid or reimbursed by the corporation in advance of final disposition of the
proceeding upon receipt by the corporation of (i) a written affirmation by the
person of his or her good faith belief that the standard of conduct necessary
for indemnification has been met and (ii) a written undertaking by or on
behalf of the person to repay the amount if it shall ultimately be determined
that the standard of conduct has not been met. The MGCL also requires
a corporation (unless limited by the corporation’s charter; our charter contains
no such limitation) to indemnify a director or officer who is successful, on the
merits or otherwise, in the defense of any proceeding against reasonable
expenses incurred by the director in connection with the proceeding in which the
director or officer has been successful.
SEC
Position. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
Item
7. Exemption
from Registration Claimed
Not
Applicable
Item
8.
Exhibits
The
following is a list of exhibits filed as part of this registration statement,
which are incorporated herein.
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4
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Urstadt
Biddle Properties Inc. Amended and Restated Restricted Stock Award Plan
(amended as of March 9, 2010). (Filed as Exhibit 4 to the Company’s
Form S-8 (Commission File No. 333-157283) and incorporated herein by
reference.)
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5
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Opinion
of Miles & Stockbridge P.C.
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23.1
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Consent
of PKF, Certified Public Accountants, A Professional
Corporation.
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23.2
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Consent
of Miles & Stockbridge P.C. (included in Exhibit
5).
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24.1
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Power
of Attorney (included on the signature page to this Registration
Statement).
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Item
9.
Undertakings
The
Company 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;
(ii) To reflect in the
prospectus any facts or events arising after the effective date of this
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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
(iii) To include any
material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement;
provided, however, that
paragraphs (1)(i), (1)(ii) and (1)(iii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the Company pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, 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.
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(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
The
Company hereby undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the Company’s annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefits plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in
this registration statement 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.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the SEC 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company 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, the Company 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 Greenwich, State of
Connecticut, on March 31, 2010.
URSTADT BIDDLE PROPERTIES
INC.
By: /s/ Charles J.
Urstadt
Charles
J. Urstadt
Chairman
and Chief Executive Officer
POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Charles J. Urstadt
and Willing L.
Biddle his or her true and lawful attorney-in-fact and agent, with 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 post-effective
amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the SEC,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing necessary and requisite to be done, as
fully and to all the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
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/s/ Charles J. Urstadt
Charles
J. Urstadt
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Chairman
of the Board, Chief Executive Officer and Director (Principal Executive
Officer)
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March
31, 2010
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/s/ Willing L. Biddle
Willing
L. Biddle
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President,
Chief Operating Officer and Director
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March
31, 2010
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/s/ John T. Hayes
John
T. Hayes
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Senior
Vice President & Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
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March
31, 2010
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