AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 2006
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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KIMCO REALTY CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 13-2744380
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3333 NEW HYDE PARK ROAD
NEW HYDE PARK, NEW YORK 11042
(516) 869-9000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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1998 EQUITY PARTICIPATION PLAN OF KIMCO REALTY CORPORATION
(Full title of the plan)
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BRUCE KAUDERER, ESQ.
GENERAL COUNSEL
KIMCO REALTY CORPORATION
3333 NEW HYDE PARK ROAD
NEW HYDE PARK, NEW YORK 11042
(516) 869-9000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
RAYMOND LIN, ESQ.
LATHAM & WATKINS LLP
885 THIRD AVENUE, SUITE 1000
NEW YORK, NEW YORK 10022
(212) 906-1200
CALCULATION OF REGISTRATION FEE
=================================== ===================== ======================= ======================= =====================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) OFFERING PRICE REGISTRATION FEE
----------------------------------- --------------------- ----------------------- ----------------------- ---------------------
Common Stock, par value $0.01
per share not previously 5,000,000 $36.99 $184,950,000 $19,790
registered....................
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(1) Represents the number of additional shares of the Company's Common Stock
reserved for issuance pursuant to the Second Amendment to the Amended and
Restated 1998 Equity Participation Plan of Kimco Realty Corporation, as
approved by the Company's stockholders on May 18, 2006. Pursuant to Rule
416 under the Securities Act of 1933, as amended (the "Securities Act"),
additional shares of the Company's Common Stock, which become issuable to
prevent dilution from any future stock split, stock dividend or similar
transaction are also being registered.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h) of the Securities Act, the Proposed Maximum Offering Price Per Share
is based upon the average of the high and low trading prices ($36.99) of
the Company's common stock as reported on the New York Stock Exchange on
June 9, 2006.
EXPLANATORY NOTE
On August 13, 1998, Kimco Realty Corporation, a Maryland corporation
(the "Company") registered 9,000,000 shares of its common stock, par value $0.01
per share, ("Common Stock"), to be offered or sold to participants under the
1998 Equity Participation Plan of Kimco Realty Corporation, as amended from time
to time (the "Plan") pursuant to the Registration Statement on Form S-8 (File
No. 333-61323). On June 8, 2001, the Company registered an additional 9,000,000
shares of Common Stock to be offered or sold to participants under the Plan
pursuant to the Registration Statement on Form S-8 (File No. 333-62626). The
Second Amendment to the Amended and Restated 1998 Equity Participation Plan of
Kimco Realty Corporation, as approved by the Company's stockholders on May 18,
2006, amended the Plan to increase the number of shares available for issuance
under the Plan by 5,000,000 shares of Common Stock. This Registration Statement
is being filed pursuant to General Instruction E to Form S-8 (Registration of
Additional Securities) in order to register such additional 5,000,000 shares of
Common Stock which may be offered or sold to participants under the Plan.
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-8 (File No.
333-62626) with respect to 9,000,000 shares of Common Stock are hereby
incorporated by reference.
EXHIBITS
5.1 Opinion of Counsel.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accounting Firm.
23.2 Consent of Goldstein Golub Kessler LLP, Independent Registered
Public Accounting Firm.
23.3 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature pages to the
Registration Statement).
2
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Township of New Hyde Park, State of New York, on June 16,
2006.
KIMCO REALTY CORPORATION
By: /s/ MICHAEL V. PAPPAGALLO
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Name: Michael V. Pappagallo
Title: Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints Milton Cooper and Michael V. Pappagallo as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities (unless revoked in writing) to
sign this Registration Statement on Form S-8, and any and all amendments
thereto, including any post-effective amendments as well as any related
registration statement (or amendment thereto) filed in reliance upon Rule 462(b)
under the Securities Act, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting to such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in connection therewith, as fully to all intents and purposes as the
undersigned might and could do in person hereby ratifying and confirming all
that said attorney-in-fact and agent or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
S-1
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
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/s/ MARTIN S. KIMMEL Director June 16, 2006
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Martin S. Kimmel
/s/ MILTON COOPER Chairman of the Board of Directors June 16, 2006
------------------------------ and Chief Executive Officer
Milton Cooper (Principal Executive Officer)
/s/ MICHAEL J. FLYNN Vice Chairman of the Board of June 16, 2006
------------------------------ Directors, President and Chief
Michael J. Flynn Operating Officer
/s/ MICHAEL V. PAPPAGALLO Executive Vice President and Chief June 16, 2006
------------------------------ Financial Officer
Michael V. Pappagallo (Principal Financial and
Accounting Officer)
/s/ DAVID B. HENRY Vice Chairman of the Board of June 16, 2006
------------------------------ Directors and Chief Investment
David B. Henry Officer
/s/ RICHARD G. DOOLEY Director June 16, 2006
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Richard G. Dooley
/s/ FRANK LOURENSO Director June 16, 2006
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Frank Lourenso
/s/ JOE GRILLS Director June 16, 2006
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Joe Grills
/s/ F. PATRICK HUGHES Director June 16, 2006
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F. Patrick Hughes
/s/ RICHARD B. SALTZMAN Director June 16, 2006
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Richard B. Saltzman
S-2
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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5.1 Opinion of Counsel.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accounting Firm.
23.2 Consent of Goldstein Golub Kessler LLP, Independent Registered
Public Accounting Firm.
23.3 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature pages to the
Registration Statement).