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Boston Properties Inc – ‘S-3MEF’ on 6/30/00

On: Friday, 6/30/00, at 4:31pm ET · Effective: 6/30/00 · Accession #: 927016-0-2366 · File #s: 333-40618, 333-68379

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/30/00  Boston Properties Inc             S-3MEF      6/30/00    3:13K                                    Donnelley R R & S… 07/FA

Registration of Additional Securities — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Registration of Additional Securities                  5     20K 
 2: EX-5.1      Opinion of Goodwin Procter & Hoar                      2     11K 
 3: EX-23.1     Consent of Independent Accountants                     1      5K

S-3MEF — Registration of Additional Securities
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits
1	1st Page - Filing Submission
3	Item 16. Exhibits

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As filed with the Securities and Exchange Commission on June 30, 2000 

                                           Registration Statement No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
_________________________ 
FORM S-3  
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
_________________________ 
BOSTON PROPERTIES, INC. 
(Exact name of Registrant as specified in its charter)  

      Delaware                                    04-2473675
(State or other jurisdiction                       (I.R.S. Employer 
of incorporation or organization)                   Identification No.)   

800 Boylston Street, Suite 400  
Boston, Massachusetts 02199-8001  
(617) 236-3300  
(Address, including zip code, and telephone number, including area code of  
Registrant's principal executive offices) 

Mortimer B. Zuckerman, Chairman 
Edward H. Linde, President and Chief Executive Officer  
BOSTON PROPERTIES, INC. 
800 Boylston Street, Suite 400  
Boston, Massachusetts 02199-8001  
(617) 236-3300  

(Name, address, including zip code, and telephone number, including area code,  
of agent for service) 
_____________________________ 
Copy to:  
GILBERT G. MENNA, P.C.  
ETTORE A. SANTUCCI, P.C.  
Goodwin, Procter & Hoar LLP 
Exchange Place  
Boston, Massachusetts  02109-2881 
(617) 570-1000  
_____________________________ 

Approximate date of commencement of proposed sale to the public: From time to   
time after the effective date of this Registration Statement.                   

If the only securities being registered on this form are being offered  
pursuant to dividend or interest reinvestment plans, please check the following 
box.____                                                                        

   If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box._____                               

If this form is used to register additional securities for an offering  
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering.   X    333-68379        
                                     -----

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering.__                                                        

  If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box.__                                               

                                                        [Enlarge/Download Table]

                                         CALCULATION OF REGISTRATION FEE                                                
========================================================================================================================
                                                       Proposed Maximum      Proposed Maximum                           
Title of Shares Being Registered    Amount to be      Offering Price Per     Aggregate Offering        Amount of        
                                    Registered(2)        Share(3)            Price(3)               Registration Fee    
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
Common Stock, par value $.01                                                                                            
        per share(1)                   18,961            $37.21875              $705,704.71875            $186.31       
 =======================================================================================================================

(1) This Registration Statement also relates to the rights to purchase shares of
  Series E Junior Participating Cumulative Preferred Stock of the Registrant
which are attached to all shares of Common Stock issued, pursuant to the
   terms of the Registrant's Shareholder Rights Agreement dated June 16, 1997.
Until the occurrence of certain prescribed events, the rights are not   
    exercisable, are evidenced by the certificates for the Common Stock and will
 be transferred with and only with such Common Stock.  Because no separate
consideration is paid for the rights, the registration fee therefor is  
included in the fee for the Common Stock.                               

(2) Plus such additional number of shares as may be required in the event of a  
stock dividend, reverse stock split, split-up recapitalization or other 
similar event.                                                          

(3) Estimated solely for purposes of determining the registration fee pursuant  
   to Rule 457(c) based on the average of the high and low sales prices on the
New York Stock Exchange on June 23, 2000.                               

This Registration Statement shall become effective upon filing with the         
Securities and Exchange Commission in accordance with Rule 462(b) under the     
Securities Act of 1933, as amended.                                             

================================================================================

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 

 The information in the Registration Statement on Form S-3 filed by Boston
Properties, Inc. with the Securities and Exchange Commission (File No. 333-     
68379) pursuant to the Securities Act of 1933, as amended, is incorporated by   
reference into this Registration Statement.                                     

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS  

ITEM 16.  EXHIBITS                                                              

          *5.1      Opinion of Goodwin, Procter & Hoar LLP as to the legality of
      the securities and interests being registered.

       *23.1     Consent of PricewaterhouseCoopers LLP, Independent Public
Accountants                             

          *23.2     Consent of Goodwin, Procter & Hoar  LLP (included as part of
Exhibit 5.1 hereto)                     

_____________________                                                           
*Filed herewith                                                                 

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SIGNATURES  

 Pursuant to the requirements of the Securities Act of 1933, as amended,
Boston Properties, Inc. certifies that it has duly caused this Registration     
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Boston, the Commonwealth of Massachusetts, on this   
30th day of June, 2000.                                                         

       BOSTON PROPERTIES, INC.

       By: /s/ Edward H. Linde
                                ----------------------------------------
             Name: Edward H. Linde
                                    Title: President and Chief Executive Officer

 Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the     
capacities and on the dates indicated.                                          

                                                        [Enlarge/Download Table]

    Signature                             Title                               Date       
                                                                                         
         *                    Chairman of the Board of Directors            June 30, 2000
----------------------------                                                             
Mortimer B. Zuckerman                                                                    

 /s/ Edward H. Linde          President and Chief Executive Officer,        June 30, 2000
----------------------------                                                             
Edward H. Linde               Director (Principal Executive Officer)                     

         *                    Chief Financial Officer (Principal Financial  June 30, 2000
----------------------------                                                             
David G. Gaw                  Officer and Principal Accounting Officer)                  

         *                    Director                                      June 30, 2000
----------------------------                                                             
Alan J. Patricof                                                                         

         *                    Director                                      June 30, 2000
----------------------------                                                             
Ivan G. Seidenberg                                                                       

        *                     Director                                      June 30, 2000
----------------------------                                                             
Martin Turchin                                                                           

        *                     Director                                      June 30, 2000
----------------------------                                                             
Alan B. Landis                                                                           

                              Director                                                   
____________________________                                                             
Richard E. Salomon                                                                       

* By: /s/ Edward H. Linde                                                   June 30, 2000
----------------------------                                                             
Edward H. Linde                                                                          
Attorney-in-Fact                                                                         

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EXHIBIT INDEX 

Exhibit No.         Description of Exhibit                                      
-----------         ----------------------                                      

*5.1                Opinion of Goodwin, Procter & Hoar LLP as to the legality   
         of the securities and interests being registered.

*23.1               Consent of PricewaterhouseCoopers LLP, Independent Public   
Accountants                             

*23.2               Consent of Goodwin, Procter & Hoar LLP (included as part of 
Exhibit 5.1 hereto)                     

__________________                                                              
*Filed herewith

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3MEF’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	6/30/00	1	4	10-Q
	6/23/00	1
	6/16/97	1		8-A12B/A, S-11/A
				List all Filings

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Filing Submission 0000927016-00-002366 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Boston Properties Inc – ‘S-3MEF’ on 6/30/00

On: Friday, 6/30/00, at 4:31pm ET · Effective: 6/30/00 · Accession #: 927016-0-2366 · File #s: 333-40618, 333-68379

Registration of Additional Securities — Form S-3Filing Table of Contents

S-3MEF — Registration of Additional SecuritiesDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Additional Securities — Form S-3
Filing Table of Contents

S-3MEF — Registration of Additional Securities
Document Table of Contents