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As filed with the Securities and Exchange Commission on August 1, 2023.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 |
Equity Commonwealth
(Exact name of registrant as specified in its charter) |
Maryland
(State or other jurisdiction of
incorporation or organization) | 04-6558834
(I.R.S. Employer
Identification No.)
|
Two Riverside Plaza Suite 2100 Chicago, Illinois 60606 (Address of Principal Executive Offices) (Zip Code) |
Equity Commonwealth 2015 Omnibus Incentive Plan
(Full title of the Plan) |
David A. Helfand
Chair, Chief Executive Officer and President
Equity Commonwealth
Two North Riverside Plaza, Suite 2100
Chicago, IL 60606 (312) 646-2800
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
Copy to:
Amy L. Blackman, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 1004-1980
(212 859-8000 |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. |
Large accelerated filer ☒ Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Equity Commonwealth (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) to register 1,650,000 additional common shares of beneficial interest under the Registrant’s 2015 Omnibus Incentive Plan (the “Omnibus Plan”), pursuant to the Registrant’s shareholders’ approval of an amendment to the Omnibus Plan providing for such share increase at the 2023 annual meeting of the shareholders of the Registrant that was held on June 13, 2023. Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference the contents of the Registrant’s Registration Statements filed with the Commission on July 16, 2019 (File No. 333-232668) and June 18, 2015 (File No. 333-205068), respectively, including all attachments and exhibits thereto, except to the extent, supplemented, amended or superseded by the information set forth herein.
Part I
As permitted by the rules of the Commission, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be sent or given to the participants in the Omnibus Plan as required by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to General Instruction E to Form S-8, taken together, constitute a prospectus for the Omnibus Plan that meets the requirements of Section 10(a) of the Securities Act.
Part II
Item 3. Incorporation of Documents by Reference
The following documents, which have been previously filed with the Commission by the Registrant, are incorporated by reference in this Registration Statement:
(d)The description of the Registrant’s Common Shares included in the Registrant’s registration statement on Form 8-A filed with the Commission on November 8, 1986 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and including any additional amendment or report filed for the purpose of updating such description.
The Registrant also incorporates by reference into this Registration Statement additional documents that it may file with the Commission under Section 13(a), 13(c), 14 and 15(d) of the Exchange Act from the date of this Registration Statement until the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, except that the Registrant is not incorporating any information furnished under either Item 2.02 or Item 7.01 of any current report on Form 8-K or any other document or information deemed to have been furnished and not filed with the Commission.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed 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 superseded such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
The following exhibits are filed herewith:
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| Exhibit Number | Exhibit Description | Incorporated by Reference | Filed Herewith |
| Form | File No. | Exhibit | Filing Date |
| 4.1 | | 8-K | 001-09317 | 3.1 | August 1, 2014 | |
| 4.2 | | 8-K | 001-09317 | 3.1 | April 3, 2020 | |
| 4.3 | | 10-Q | 001-09317 | 4.1 | August 7, 2014 | |
| 5.1* | | | | | | X |
| 23.1* | | | | | | X |
| 23.2* | | | | | | X |
| 24.1* | | | | | | X |
| 24.2* | | | | | | X |
| 99.1 | | 8-K | 001-09317 | 10.1 | June 18, 2015 | |
| | | | | | | | | | | | | | | | | | | | |
| 99.2 | | 10-K | 001-09317 | 10.4 | February 18, 2016 | |
| 99.3 | | S-8 | 333-232668 | 10.3 | July 16, 2019 | |
| 99.4* | | | | | | X |
| 107* | | | | | | X |
* Filed herewith
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 Chicago, State of Illinois, on August 1, 2023.
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| Equity Commonwealth |
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| Date: August 1, 2023 | | |
| By: | /s/ William H. Griffiths |
| Name: | William H. Griffiths |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer |
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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.
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| Signature | Title | Date |
| *David A. Helfand | Chair, Chief Executive Officer and President (Principal Executive Officer) | August 1, 2023 |
| *William H. Griffiths | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | August 1, 2023 |
| *Andrew M. Levy | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | August 1, 2023 |
| *Ellen-Blair Chube | Trustee | August 1, 2023 |
| *Martin L. Edelman | Trustee | August 1, 2023 |
| *Peter Linneman | Trustee | August 1, 2023 |
| *Mary Jane Robertson | Trustee | August 1, 2023 |
| *Gerald A. Spector | Trustee | August 1, 2023 |
| *James A. Star | Trustee | August 1, 2023 |
* The undersigned, Orrin Shifrin, by signing his name hereto, does hereby executed this Registration Statement on Form S-8 on behalf of each of the above-named persons pursuant to the Power of Attorney duly executed by such persons and filed as Exhibit 24.1 to this Form S-8.
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| August 1, 2023 | By: | /s/ Orrin S. Shifrin |
| | Orrin S. Shifrin |
| | Executive Vice President, General Counsel and Secretary |
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