As filed with the Securities and Exchange Commission on August 18, 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HOME PROPERTIES, INC.
(exact name of registrant as specified in its charter)
MARYLAND 16-1455126
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
850 Clinton Square, Rochester, New York 14604
(Address of Principal Executive Offices) (Zip Code)
HOME PROPERTIES, INC. SECOND AMENDED AND RESTATED
DIRECTOR DEFERRED COMPENSATION PLAN
(Full title of the Plan)
Ann M. McCormick, Esq.
Executive Vice President, Secretary and General Counsel
Home Properties, Inc.
850 Clinton Square
Rochester, New York 14604
(585) 546-4900
(585) 232-3147
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Deborah McLean Quinn, Esq.
Nixon Peabody LLP
900 Clinton Square
Rochester, New York 14604
(585) 263-1307
(585) 263-1600
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be price per Offering Registration
Registered(1) Registered(1) share(2) Price(2) Fee
------------- ------------- ---------- ---------- ------------
Common Stock 50,000(3) $40.895 $2,044,750 $241
$.01 par value
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers an indeterminate amount of interests to be offered
or sold pursuant to the Home Properties Seconded Amended and Restated Director
Deferred Compensation Plan.
(2) Inserted solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) and based upon the average of the high and low prices for the
registrant's Common Stock on the New York Stock Exchange reported as of August
16, 2005.
(3) Shares to be issued pursuant the registrant's Seconded Amended and Restated
Director Deferred Compensation Plan, as amended.
Approximate date of commencement of the proposed issuance of the securities to
the public: From time to time after the Registration Statement becomes
effective.
EXPLANATORY NOTE
Home Properties, Inc. filed a Registration Statement on Form S-8 on May 23,
2000, (Registration No. 333-37624) relating to the registration of shares of
common stock of Home Properties, Inc. This Registration Statement on Form S-8
relates to the Home Properties, Inc. Second Amended and Restated Director
Deferred Compensation Plan which increased the number of shares of common stock,
$.01 par value per share (the "Common Stock"), to be issued thereunder by 50,000
shares.
Pursuant to General Instruction E of Form S-8, this Registration Statement
on Form S-8 registers an additional 50,000 shares of the Company's common stock
which may be acquired under the Company's Second Amended and Restated Director
Deferred Compensation Plan.
The contents of the previous Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on May 23, 2000, (Registration No.
333-37624) are incorporated herein by reference.
Pursuant to a filing on September 24, 2003, an Amendment to the Articles of
Incorporation of Home Properties of New York, Inc. filed with the Maryland
Department of Assessments and Taxation changed the corporation's name to Home
Properties, Inc.
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered hereby will be passed upon by Nixon
Peabody LLP, Rochester, New York. Certain partners of Nixon Peabody LLP own
equity equal to less than 1% of the equity of Home Properties, Inc. and Home
Properties, L.P. on a fully diluted basis.
Item 8. Exhibits.
See Exhibit Index.
II-1
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Rochester, State of New York, on the 18th day of
August, 2005.
HOME PROPERTIES, INC.
By: /s/ Edward J. Pettinella
Edward J. Pettinella
President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Edward J. Pettinella, David P.
Gardner and Ann M. McCormick each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to the registration statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorneys-in-fact and agents or any of them or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
II-2
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Edward J. Pettinella Director, President and CEO August 18, 2005
Edward J. Pettinella (Principal Executive Officer)
/s/ David P. Gardner Executive Vice President and August 18, 2005
David P. Gardner Chief Financial Officer
(Principal Financial Officer)
/s/Robert J. Luken Senior Vice President, August 18, 2005
Robert J. Luken Treasurer and Chief
Accounting Officer
(Principal Accounting Officer)
/s/ Norman P. Leenhouts Director August 18, 2005
Norman P. Leenhouts
/s/ Nelson B. Leenhouts Director August 18, 2005
Nelson B. Leenhouts
/s/ William Balderston, III Director August 18, 2005
William Balderston, III
/s/ Josh E. Fidler Director August 18, 2005
Josh E. Fidler
/s/ Alan L. Gosule Director August 18, 2005
Alan L. Gosule
/s/ Leonard F. Helbig, III Director August 18, 2005
Leonard F. Helbig, III
/s/ Roger W. Kober Director August 18, 2005
Roger W. Kober
/s/ Clifford W. Smith, Jr. Director August 18, 2005
Clifford W. Smith, Jr.
/s/ Paul L. Smith Director August 18, 2005
Paul L. Smith
/s/ Thomas S. Summer Director August 18, 2005
Thomas S. Summer
/s/ Amy L. Tait Director August 18, 2005
Amy L. Tait
EXHIBIT INDEX
Exhibit
No. Description Location
------- -------------- -----------
4.1 Articles of Amendment and Incorporated by reference to
Restatement of Articles of the Home Properties of
Incorporation of Home New York, Inc. Registration
Properties of New York, Inc. Statement on Form S-11, file
No. 33-78862 (the "S-11
Registration Statement").
4.2 Articles of Amendment of Incorporated by reference to
Articles of Incorporation the Form 8-K filed by Home
of Home Properties of Properties of New York, Inc.
New York, Inc on July 2, 1999, File
No. 001-13136.
4.3 Amended and Restated By-Laws Incorporated by reference to
of Home Properties of New the Form 8-K filed by Home
York, Inc. Properties of New York, Inc.,
on January 7, 1997, File
No. 001-13136.
4.4 Amended and Restated By-Laws Incorporated by reference to
of Home Properties, Inc. Exhibit 3.1 to the Form 8-K
filed by Home Properties of
New York, Inc. on January 7,
1997, File No. 001-13136.
4.5 Articles of Amendment of the Incorporated by reference to
Articles of Incorporation of Exhibit 3.11 to the Form 10-Q
Home Properties of New filed by Home Properties,
York, Inc. Inc. on May 10, 2004, File
No. 001-13136.
4.6 Amendment Number One to Incorporated by reference to
Amended and Restated Bylaws of Exhibit 3.12 to the Form 10-Q
Home Properties, Inc. filed by Home Properties,
Inc. on May 10, 2004, File
No. 001-13136.
4.7 Home Properties, Inc. Second Incorporated by reference to
Amended and Restated Director Exhibit B (Pages B-1 through
Deferred Compensation Plan B-4) to the Proxy Statement
Filed by Home Properties, Inc.
on March 31, 2005
5.1 Opinion of Nixon Peabody LLP Filed herewith.
23.1 Consent of Nixon Peabody LLP Contained in opinion filed
as Exhibit 5.1 to this
Registration Statement.
23.2 Consent of PricewaterhouseCoopers Filed herewith
LLP, independent registered public
accounting firm