Arden Realty Inc · S-8 · On 7/9/99

Filed On 7/9/99   ·   SEC File 333-82513   ·   Accession Number 950148-99-1595

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   ·   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            5     25K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion re: Legality                                   3     16K 
 3: EX-23.2     Consent of Experts or Counsel                          1      6K 

S-8   ·   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

S-8
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As Filed with the Securities and Exchange Commission on July 8, 1999
                                                   Registration No. 333-________

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------

FORM S-8
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933
------------------

ARDEN REALTY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      MARYLAND                                     95-04578533
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER   
INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
------------------

11601 WILSHIRE BOULEVARD
 4TH FLOOR
LOS ANGELES, CALIFORNIA 90025-1740
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

1996 STOCK OPTION AND INCENTIVE PLAN
OF ARDEN REALTY, INC. AND ARDEN REALTY LIMITED PARTNERSHIP
(FULL TITLE OF THE PLAN)
------------------

DIANA M. LAING                                 COPY TO:   
EXECUTIVE VICE PRESIDENT,                   WILLIAM J. CERNIUS, ESQ.
CHIEF FINANCIAL OFFICER AND SECRETARY                 LATHAM & WATKINS          
       ARDEN REALTY, INC.                   650 TOWN CENTER DRIVE, TWENTIETH
11601 WILSHIRE BOULEVARD, 4TH FLOOR                        FLOOR              
LOS ANGELES, CALIFORNIA 90025-1740           COSTA MESA, CALIFORNIA 92626-1925
(310) 966-2600                              (714) 540-1235

(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------
 CALCULATION OF REGISTRATION FEE

                                                        · Enlarge/Download Table

=============================================================================================================
                                              PROPOSED MAXIMUM       PROPOSED MAXIMUM                        
 TITLE OF SECURITIES TO BE      AMOUNT TO      OFFERING PRICE           AGGREGATE               AMOUNT OF    
        REGISTERED            BE REGISTERED     PER SHARE (2)        OFFERING PRICE (2)      REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                                                                                             
COMMON STOCK (1)(3)......       2,700,000          $24.98              $67,446,000               $18,750     
=============================================================================================================

(1)     The 1996 Stock Option and Incentive Plan of Arden Realty, Inc. and Arden
    Realty Limited Partnership (the "Plan") authorizes the issuance of a
 maximum of 4,200,000 shares, of which 1,486,667 have already been
     registered pursuant to Form S-8 Registration Statement No. 333-37537.
   Only the 2,700,000 newly authorized shares under the Plan are being
newly registered hereunder.                                     

(2)     Estimated solely for the purpose of calculating the registration fee    
      pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering Price
       Per Share is the average of the high and low price of the Common Stock,
  as reported on the New York Stock Exchange on July 6, 1999 and the
weighted average exercise price of outstanding options.         

(3)     Each share of Common Stock being registered hereunder, if issued prior  
    to the termination by the Company of its Amended and Restated Rights
     Agreement, will include one Common Share Purchase Right. Prior to the
       occurrence of certain events, the Common Share Purchase Rights will not
be exercisable or evidenced separately from the Common Stock.   

================================================================================
PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE EXERCISED.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        The information called for in Part I of Form S-8 is not being filed with
or included in this Registration Statement (by incorporation by reference or    
otherwise) in accordance with the rules and regulations of the Securities and   
Exchange Commission (the "Commission").                                         

 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This Registration Statement covers 2,700,000 additional shares of our
Common Stock reserved for issuance under the 1996 Stock Option and Incentive    
Plan of Arden Realty, Inc. and Arden Realty Limited Partnership (the "Plan").   
Effective May 29, 1998, our board of directors adopted, and on July 22, 1998,   
our stockholders approved, an amendment to the Plan which increased the number  
of shares reserved for issuance thereunder by 2,700,000 shares. On October 9,   
1997, we filed with the Commission Form S-8 Registration Statement No. 333-37537
(the "Prior Registration Statement") covering an aggregate of 1,486,667 shares  
issuable under the Plan. The contents of the Prior Registration Statement are   
incorporated by reference herein to the extent not modified or superseded       
thereby or by any subsequently filed document which is incorporated by reference
herein or therein.                                                              

ITEM 5. NAMED EXPERTS AND COUNSEL                                               

      Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule in our Annual Report on Form 10-K, as amended 
on Form 10-K/A, for the year ended December 31, 1998, as set forth in their     
report, which is incorporated by reference in this registration statement. Our  
financial statements and schedule are incorporated by reference in reliance on  
Ernst & Young LLP's report, given on their authority as experts in accounting   
and auditing.                                                                   

ITEM 8. EXHIBITS                                                                

See Index to Exhibits on page 5.                                

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SIGNATURES                                                                      

       Pursuant to the requirements of the Securities Act of 1933, as amended,
we certify that we have reasonable grounds to believe that we meet all of the   
requirements for filing on Form S-8 and have duly caused this registration      
statement to be signed on our behalf by the undersigned, thereunto duly         
authorized, in the City of Los Angeles, State of California, on this 8th day of 
July, 1999.                                                                     

ARDEN REALTY, INC., 
  a Maryland corporation

        By:     /S/ RICHARD S. ZIMAN
                                 -----------------------------------------------
                              Richard S. Ziman
                               Chairman of the Board and Chief Executive Officer

 POWER OF ATTORNEY

        Each person whose signature appears below hereby authorizes and appoints
Richard S. Ziman and Diana M. Laing, as attorney-in-fact and agent, with full   
powers of substitution to sign on his or her behalf, individually and in the    
capacities stated below, and to file any and all amendments, including          
post-effective amendments, to this registration statement and other documents in
connection therewith, with the Commission, granting to said attorney-in-fact and
agent full power and authority to perform any other act on behalf of the        
undersigned required to be done in the premises.                                

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated  
on July 8, 1999.                                                                

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Signature                         Title                                 
---------                         -----                                 
                                                                        
/S/ RICHARD S. ZIMAN              Chairman of the Board, Chief Executive
--------------------------        Officer and Director (Principal       
Richard S. Ziman                  Executive Officer)                    

/S/ VICTOR J. COLEMAN             President, Chief Operating Officer and
--------------------------        Director                              
Victor J. Coleman                                                       

/S/ DIANA M. LAING                Executive Vice President, Chief       
--------------------------        Financial Officer and Secretary       
Diana M. Laing                    (Principal Financial and Accounting   
                                  Officer)                              

/S/ CARL D. COVITZ                Director                              
--------------------------                                              
Carl D. Covitz                                                          

/S/ LARRY S. FLAX                 Director                              
--------------------------                                              
Larry S. Flax                                                           

/S/ STEVEN C. GOOD                Director                              
--------------------------                                              
Steven C. Good                                                          

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Signature                         Title   
---------                         -----   
                                          
                                  Director
/S/ KENNETH B. ROATH                      
--------------------------                
Kenneth B. Roath                          

/S/ PETER S. GOLD                 Director
--------------------------                
Peter S. Gold                             

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 INDEX TO EXHIBITS

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EXHIBIT                                                                  
-------                                                                  
                                                                         
  4       Rights Agreement, dated as of August 14, 1998, between Arden   
          Realty, Inc. and the Bank of New York as filed as an exhibit to
          the current report on Form 8-K, dated August 26, 1998, and     
          incorporated herein by reference.                              

  5.1     Opinion of Ballard Spahr Andrews & Ingersoll, LLP.             

  23.1    Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in 
          Exhibit 5.1).                                                  

  23.2    Consent of Independent Auditors.                               

  24      Power of Attorney (included on the signature page to this      
          Registration Statement).                                       

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This S-8 Filing		Date		First		Last			Other Filings
		10/9/97		2					S-8
		5/29/98		2					8-K
		7/22/98		2
		8/14/98		5					10-Q
		8/26/98		5					8-A12B, 8-K
		12/31/98		2					10-K, 10-K/A
		7/6/99		1
		7/8/99		1		3
Filed On / Filed As Of / Effective As Of		7/9/99
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