Maryland
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95-4598246
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(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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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 13(a) of the Exchange Act.
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Title of
Securities
To Be Registered |
Amount
To Be Registered(1) |
Proposed
Maximum Offering Price Per Share(2) |
Proposed
Maximum Aggregate Offering Price(2) |
Amount of
Registration Fee(2) |
Common Stock, $0.01 par value per share
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900,000
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$72.11
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$64,899,000
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$7,521.79
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(1)
This Registration Statement covers, in addition to the number of shares of Kilroy Realty Corporation, a Maryland corporation (the “Company” or the “Registrant”), common stock, par value $0.01 per share (the “Common Stock”), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the Kilroy Realty Corporation 2006 Incentive Award Plan, as amended (the “Plan”) as a result of one or more adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
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(2)
Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on May 22, 2017, as quoted on the
New York Stock Exchange.
The Exhibit Index for this Registration Statement is at page 8.
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Item 3.
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Incorporation of Certain Documents by Reference
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(a)
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The Company’s Registration Statements on Form S-8, filed with the Commission on June 28, 2006, September 16, 2009, June 11, 2010, February 9, 2015, and June 10, 2015 (Commission File Nos. 333-135385, 333-161954, 333-167452, 333-201990, 333-204853);
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(b)
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The Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2016, filed with the Commission on February 15, 2017 (Commission File No. 001-12675);
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(c)
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The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2017, filed with the Commission on April 28, 2017 (Commission File No. 001-12675);
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(d)
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The Company’s Current Reports on Form 8-K, filed with the Commission on January 4, 2017 (with respect to Item 8.01 only), January 10, 2017 (with respect to Items 8.01 and 9.01 only), February 1, 2017, and February 28, 2017 (Commission File No. 001-12675); and
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(e)
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The description of the Company’s Common Stock contained in its Registration Statement on Form 8-A/A filed with the Commission on June 10, 2005 (Commission File No. 001-12675), and any other amendment or report filed for the purpose of updating such description.
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Item 5.
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Interests of Named Experts and Counsel
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Item 8.
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Exhibits
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KILROY REALTY CORPORATION
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By:
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/s/ Heidi R. Roth
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Heidi R. Roth
Executive Vice President, Chief Accounting
Officer and Controller
(Principal Accounting Officer)
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Signature
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Title
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Date
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/s/ John Kilroy
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Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)
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May 25, 2017
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John Kilroy
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/s/ Tyler H. Rose
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Executive Vice President, Chief Financial Officer and Secretary (Principal Financial Officer)
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May 25, 2017
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Tyler H. Rose
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/s/ Heidi R. Roth
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Executive Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
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May 25, 2017
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Heidi R. Roth
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/s/ Edward F. Brennan, PhD
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Lead Independent Director
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May 25, 2017
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Edward F. Brennan, PhD
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/s/ Jolie A. Hunt
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Director
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May 25, 2017
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Jolie A. Hunt
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/s/ Scott S. Ingraham
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Director
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May 25, 2017
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Scott S. Ingraham
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/s/ Gary R. Stevenson
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Director
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May 25, 2017
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Gary R. Stevenson
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/s/ Peter B. Stoneberg
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Director
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May 25, 2017
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Peter B. Stoneberg
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Exhibit No.
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Description
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4.1
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Form of Certificate for Common Stock (1)
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4.2†
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Kilroy Realty 2006 Incentive Award Plan (2)
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4.3†
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Form of Restricted Stock Award Agreement (3)
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4.4†
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Kilroy Realty Corporation Form of Stock Option Grant Notice and Stock Option Agreement (4)
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4.5†
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Form of Restricted Stock Unit Agreement (5)
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4.6†
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Form of Stock Award Deferral Program Restricted Stock Unit Agreement (5)
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4.7†
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Form of Performance-Vest Restricted Stock Unit Agreement (6)
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4.8†
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Form of Restricted Stock Unit Agreement (6)
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4.9†
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Form of Restricted Stock Unit Agreement for Non-Employee Members of the Board of Directors (6)
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4.10†
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Form of Performance-Vest Restricted Stock Unit Agreement (7)
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4.11†
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Form of Restricted Stock Unit Agreement (7)
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4.12†
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Form of Restricted Stock Unit Agreement for Non-Employee Members of the Board of Directors (7)
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5.1*
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Opinion of Ballard Spahr LLP
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23.1*
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Consent of Ballard Spahr LLP (included in Exhibit 5.1)
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23.2*
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Consent of Deloitte & Touche LLP for Kilroy Realty Corporation
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23.3*
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Consent of Deloitte & Touche LLP for Kilroy Realty, L.P.
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24.1*
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Power of Attorney (included on the signature page of this Registration Statement)
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*
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Filed herewith
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†
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Management contract or compensatory plan or arrangement
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(1)
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Incorporated by reference to our Registration Statement on Amendment No. 3 to Form S-11 as filed with the Commission on January 24, 1997 (No. 333-15553).
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(2)
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Incorporated by reference to our Current Report on Form 8-K as filed with the Commission on May 23, 2017 (No. 001-12675).
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(3)
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Incorporated by reference to our Current Report on Form 8-K as filed with the Commission on February 8, 2007 (No. 001-12675).
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(4)
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Incorporated by reference to our Current Report on Form 8-K as filed with the Commission on February 24, 2012 (No. 001-12675).
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(5)
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Incorporated by reference to our Quarterly Report on Form 10-Q as filed with the Commission on July 31, 2013 (No. 001-12675).
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(6)
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Incorporated by reference to our Quarterly Report on Form 10-Q as filed with the Commission on May 1, 2014 (No. 001-12675).
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(7)
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Incorporated by reference to our Quarterly Report on Form 10-Q as filed with the Commission on April 30, 2015 (No. 001-12675).
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Re:
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Kilroy Realty Corporation, a Maryland corporation (the "Company") - Registration Statement on Form S-8 pertaining to Nine Hundred Thousand (900,000) shares (the “Shares”) of common stock, par value one cent ($0.01) per share (“Common Stock”), of the Company to be issued under the Kilroy Realty 2006 Incentive Award Plan, as amended and restated as of April 4, 2017 (the
“Plan”)
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(i)
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The corporate charter of the Company (the “Charter”) represented by Articles of Amendment and Restatement filed with the State Department of Assessments and Taxation of Maryland (the “Department”) on January 21, 1997, Articles Supplementary filed with the Department on February 6, 1998, Articles Supplementary filed with the Department on April 20, 1998, Articles Supplementary filed with the Department on October 15, 1998, Articles Supplementary filed with the Department on November 25, 1998, Certificate of Correction filed with the Department on March 4, 1999, Articles Supplementary filed with the Department on December 10, 1999, Articles Supplementary filed with the Department on December 30, 1999, Articles Supplementary filed with the Department on October 23, 2003, Articles Supplementary filed with the Department on March 11, 2004, Articles Supplementary filed with the Department on March 11, 2004, Articles Supplementary filed with the Department on December 3, 2004, Articles Supplementary filed with the
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(ii)
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the Third Amended and Restated Bylaws of the Company, adopted as of December 9, 2014, the Fourth Amended and Restated Bylaws of the Company, adopted as of February 23, 2016, and the Fifth Amended and Restated Bylaws of the Company adopted as of January 30, 2017 (the “Bylaws”);
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(iii)
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the Written Organizational Action of the Board of Directors of the Company (the “Board of Directors”), dated as of September 13, 1996 (the "Organizational Minutes");
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(iv)
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resolutions adopted by the Board of Directors on or as of April 4, 2017 (the "Directors’ Resolutions");
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(v)
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the Plan;
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(vi)
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the Registration Statement, in substantially the form filed or to be filed with the Commission pursuant to the Act;
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(vii)
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a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland;
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(viii)
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a certificate of two officers of the Company, dated as of a recent date (the "Officers' Certificate"), to the effect that, among other things, the Charter, the Bylaws, the Organizational Minutes, the Directors’ Resolutions and the Plan are true, correct and complete, have not been rescinded or modified and are in full force and effect on the date of the Officers’ Certificate and certifying as to the manner of adoption of the Directors’ Resolutions and the approval of the Plan by the stockholders of the Company by the requisite vote at the annual meeting of stockholders held on May 23, 2017; and
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(ix)
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such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth in this letter, subject to the limitations, assumptions, and qualifications noted below.
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(a)
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each person executing any of the Documents on behalf of any party (other than the Company) is duly authorized to do so;
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(b)
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each natural person executing any of the Documents is legally competent to do so;
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(c)
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any of the Documents submitted to us as originals are authentic; the form and content of any Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents as executed and delivered; any of the Documents submitted to us as certified, facsimile or photostatic copies conform to the original document; all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; all statements and information contained in the Documents are true and complete; there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the Documents by action or omission of the parties or otherwise;
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(d)
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none of the Shares will be issued or transferred in violation of the provisions of Article IV, Section E of the Charter relating to restrictions on ownership and transfer of capital stock; and
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(e)
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upon each issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common Stock of the Company issued and outstanding, after giving effect to such issuance of such Shares, will not exceed the total number of shares of Common Stock that the Company is authorized to issue under its Charter.
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(1)
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The Company is a corporation duly incorporated and validly existing as a corporation in good standing under the laws of the State of Maryland.
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(2)
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The Shares have been generally authorized for issuance pursuant to the Plan and if, as and when the Shares are issued subsequent to the date hereof either as stock awards or upon the exercise of options, or in respect of stock appreciation rights or other stock-based awards, in each case pursuant to due authorization by the Board of Directors or a properly appointed committee thereof to which the Board of Directors has delegated the requisite power and authority, in exchange for the consideration therefor, all in accordance with, and subject to, the terms and conditions of the Plan and the stock awards, options, stock appreciation rights or other stock-based awards relating to such Shares, such Shares will be duly authorized, validly issued and fully paid and non-assessable.
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/s/ DELOITTE & TOUCHE LLP
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Los Angeles, California
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May 25, 2017
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/s/ DELOITTE & TOUCHE LLP
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Los Angeles, California
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May 25, 2017
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