UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
  
ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Exact name of registrant as specified in its charter)

Maryland
95-4502084
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)

385 East Colorado Boulevard, Suite 299
Pasadena, California  91101
(Address of principal executive offices) (Zip code)
 
ALEXANDRIA REAL ESTATE EQUITIES, INC.
AMENDED AND RESTATED 1997 STOCK AWARD AND INCENTIVE PLAN
(Full title of the plan)
 
Joel S. Marcus
Chief Executive Officer
Alexandria Real Estate Equities, Inc.
385 East Colorado Boulevard, Suite 299
Pasadena, California  91101
(626) 578-0777
(Name, address and telephone number, including area code, of agent for service)
 
Copy to:
 
Kenneth E. Kohler
Morrison & Foerster LLP
707 Wilshire Boulevard
Los Angeles, California 90017
(213) 892-5200 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x
 
Accelerated filer o
Non-accelerated filer o  (Do not check if a smaller reporting company)
 
Smaller reporting company o
 




CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
 
Amount to be Registered (1)
 
Proposed Maximum
Offering
Price per Share
 
Proposed Maximum
Aggregate
Offering Price
 
Amount of
Registration Fee
Common Stock, par value $.01 per share
 
1,800,000 shares
(2)  
$
98.48

(3)  
$
177,264,000

(3)  
$
17,851

Total
 
1,800,000 shares
 
N/A

 
$
177,264,000

 
$
17,851


(1)
Pursuant to Rule 416, this Registration Statement shall also cover an indeterminate amount of any additional shares of Registrant’s Common Stock that become issuable under the plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.
(2)
Represents 1,800,000 shares of Common Stock reserved for future grant under Registrant’s Plan.
(3)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h).  The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant’s Common Stock on June 27, 2016 as quoted on the New York Stock Exchange.





EXPLANATORY NOTE
 
In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “SEC”), the information specified by Part I of Form S-8 has been omitted from this registration statement.  This registration statement has been prepared in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register an additional 1,800,000 shares of Common Stock, par value $0.01 per share, of Alexandria Real Estate Equities, Inc., a Maryland corporation (the “Company”), for issuance upon the exercise of outstanding option awards and awards to be granted under the Company’s Amended and Restated 1997 Stock Award and Incentive Plan.

INCORPORATION BY REFERENCE OF CONTENTS OF CERTAIN REGISTRATION STATEMENTS ON FORM S-8
 
In accordance with General Instruction E of Form S-8 regarding the registration of additional securities of the same class as other securities for which there has been filed Registration Statements on Form S-8 relating to the same employee benefit plan, the prior Registration Statement on Form S-8 (File No. 333-34223) filed with the Commission on August 22, 1997, Registration Statement on Form S-8 (File No. 333-60075) filed with the Commission on July 29, 1998, Registration Statement on Form S-8 (File No. 333-152433) filed with the Commission on July 21, 2008, Registration Statement on Form S-8 (File No. 333-167889) filed with the Commission on June 30, 2010 and Registration Statement on Form S-8 (File No. 333-197212) filed with the Commission on July 2, 2014 are hereby incorporated by reference in this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this Registration Statement:

•
the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 3, 2016;

•
all other reports filed by the Company pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the financial statements included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 3, 2016; and

•
the description of the Company’s common stock contained in the Company’s registration statement on Form 8-A, filed with the SEC on May 14, 1997, including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and shall be a part of this Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.






ITEM 8. EXHIBITS

Exhibit 
Number
 
Description
 
 
 
5.1
 
Opinion of Venable LLP
10.1
 
Alexandria Real Estate Equities, Inc. Amended and Restated 1997 Stock Award and Incentive Plan, dated May 12, 2016 (filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on May 16, 2016 and incorporated herein by reference)
23.1
 
Consent of Ernst & Young LLP
23.2
 
Consent of Venable LLP (contained in Exhibit 5.1 to this Registration Statement)
24.1
 
Power of Attorney (contained on the signature page to this Registration Statement)
 




SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Pasadena, State of California, on July 1, 2016 .

ALEXANDRIA REAL ESTATE EQUITIES, INC.
 
/s/ Joel S. Marcus
Joel S. Marcus, Chief Executive Officer




  POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Joel S. Marcus and Dean A. Shigenaga, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this 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 attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
 
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.

Signature
 
Title
 
Date
 
 
 
 
 
 
 
 
 
 
/s/ Joel S. Marcus
 
Chairman of the Board of Directors
 
July 1, 2016
Joel S. Marcus
 
and Chief Executive Officer
(Principal Executive Officer)
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Dean A. Shigenaga
 
Chief Financial Officer (Principal
 
July 1, 2016
Dean A. Shigenaga
 
Financial and Principal Accounting Officer)
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Steven R. Hash
 
Lead Director
 
June 27, 2016
Steven R. Hash
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ John L. Atkins, III
 
Director
 
June 27, 2016
John L. Atkins, III
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ James P. Cain
 
Director
 
June 29, 2016
James P. Cain
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Maria C. Freire, Ph.D.
 
Director
 
June 29, 2016
Maria C. Freire, Ph.D.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Richard H. Klein
 
Director
 
June 30, 2016
Richard H. Klein
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ James H. Richardson
 
Director
 
June 27, 2016
James H. Richardson
 
 
 
 




EXHIBIT 5.1
 

July 1, 2016

Alexandria Real Estate Equities, Inc.
385 E. Colorado Blvd., Suite 299
Pasadena, California 91101

Re:    Alexandria Real Estate Equities, Inc.
Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as Maryland counsel to Alexandria Real Estate Equities, Inc., a Maryland corporation (the "Company"), in connection with certain matters of Maryland law arising out of the registration by the Company of 1,800,000 shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of the Company, covered by the above-referenced Registration Statement, and all amendments and supplements thereto (the "Registration Statement"), filed by the Company with the United States Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "1933 Act"). The Shares will be issued pursuant to the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "Plan").

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the "Documents"):

1.
The Registration Statement in the form in which it was transmitted to the Commission under the 1933 Act;

2.
The charter of the Company (the "Charter"), certified by the State Department of Assessments and Taxation of Maryland (the "SDAT");

3.
The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4.
A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5.
Resolutions adopted by the Board of Directors of the Company, or a duly authorized committee thereof, relating to, among other things, the Plan and the issuance of the Shares, (the "Resolutions"), certified as of the date hereof by an officer of the Company;

6.
The Report of the Inspector of Election (the "Report") of the 2016 Annual Meeting of the Stockholders of the Company, certified as of the date hereof by an officer of the Company;

7.
The Plan;

8.
A certificate executed by an officer of the Company, dated as of the date hereof; and

9.
Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth in this letter, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.
Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.
Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.





3.
Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.
All Documents submitted to us as originals are authentic. The form and content of all 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. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written 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.

5.
The Shares will not be issued in violation of the restrictions on transfer and ownership contained in Article VII of the Charter.

6.
Upon issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

7.
Each option, award, right or other security exercisable or exchangeable for a Share pursuant to the Plan (each, an “Award”) will be duly authorized and validly granted in accordance with the Plan, and each Award will be exercised or exchanged in accordance with the terms of the Plan and such Award, including any option or award agreement entered into in connection therewith.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.
The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.
The Shares have been duly authorized and, when issued and delivered by the Company pursuant to the Plan and the Resolutions, will be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Venable LLP





EXHIBIT 23.1
 
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 1997 Stock Award and Incentive Plan of Alexandria Real Estate Equities, Inc., of our reports dated February 2, 2016, with respect to the consolidated financial statements and schedule of Alexandria Real Estate Equities, Inc. and the effectiveness of internal control over financial reporting of Alexandria Real Estate Equities, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission. 
 
 
 
/s/ Ernst & Young LLP
 
Los Angeles, California
 
June 30, 2016