As filed with the Securities and Exchange Commission on June 6, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MACERICH COMPANY
(Exact name of registrant as specified in its charter)
Maryland | 95-4448705 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
401 Wilshire Boulevard, Suite 700
Santa Monica, California 90401
(Address of principal executive offices, including zip code)
The Macerich Company 2003 Equity Incentive Plan, As Amended and Restated
(Full title of the plan)
Thomas E. O’Hern
Chief Executive Officer
The Macerich Company
401 Wilshire Boulevard, Suite 700
Santa Monica, California 90401
(310) 394-6000
(Name and address of agent for service; telephone number, including area code, of agent for service)
Copies to:
Ettore A. Santucci, Esq.
David H. Roberts, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
Tel: (617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
The Macerich Company (the “Company”) previously filed (i) a Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) on August 25, 2003 (File No. 333-108193), (ii) a Registration Statement on Form S-8 with the Commission on August 14, 2009 (File No. 333-161371) and (iii) a Registration Statement on Form S-8 with the Commission on June 3, 2016 (File No. 333-211816) (together, the “Original Filings”) in connection with The Macerich Company 2003 Equity Incentive Plan, as amended and restated (together with previous versions of such plan, the “Plan”). This Registration Statement registers additional shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), to be issued pursuant to the Plan. The contents of the Original Filings, as updated by the information set forth below, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and made a part hereof:
• | the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on February 24, 2023; |
• | the portions of the Company’s definitive Proxy Statement on Schedule 14A for our 2023 Annual Meeting of Stockholders, filed on April 21, 2023 that are incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2022; |
• | the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Commission on May 8, 2023; |
• | the Company’s Current Reports on Form 8-K filed with the Commission on February 1, 2023 and June 5, 2023; |
• | the description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on November 13, 1998, as updated by Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Commission on February 24, 2023, including any amendment and reports filed for the purpose of updating such descriptions; and |
• | all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, except as to any portion of any future report or document that is deemed furnished and not filed in accordance with the Commission’s rules. |
Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein 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 such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.
2
Item 8. Exhibits.
3
* | Filed herewith. |
4
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 (the “Registration Statement”) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California, on this 6th day of June, 2023.
THE MACERICH COMPANY | ||
By: | /s/ THOMAS E. O’HERN | |
Thomas E. O’Hern Chief Executive Officer and Director |
5
POWER OF ATTORNEY
We, the undersigned directors and officers of The Macerich Company, and each of us, do hereby constitute and appoint Thomas E. O’Hern, Edward C. Coppola, Scott W. Kingsmore and Ann C. Menard, or any one of them, our true and lawful attorneys and agents, each with power of substitution, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or any one of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically but without limitation, the power and authority to sign for us and any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or any one of them, shall 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 date indicated.
Signature | Title | Date | ||
/s/ THOMAS E. O’HERN | Chief Executive Officer and Director (Principal Executive Officer) | June 6, 2023 | ||
Thomas E. O’Hern | ||||
/s/ EDWARD C. COPPOLA | President and Director | June 6, 2023 | ||
Edward C. Coppola | ||||
/s/ PEGGY ALFORD | Director | June 6, 2023 | ||
Peggy Alford | ||||
/s/ ERIC K. BRANDT | Director | June 6, 2023 | ||
Eric K. Brandt | ||||
/s/ STEVEN R. HASH | Chairman of Board of Directors | June 6, 2023 | ||
Steven R. Hash | ||||
/s/ ENRIQUE HERNANDEZ, JR. | Director | June 6, 2023 | ||
Enrique Hernandez, Jr. | ||||
/s/ DANIEL J. HIRSCH | Director | June 6, 2023 | ||
Daniel J. Hirsch | ||||
/s/ MARIANNE LOWENTHAL | Director | June 6, 2023 | ||
Marianne Lowenthal | ||||
/s/ STEVEN L. SOBOROFF | Director | June 6, 2023 | ||
Steven L. Soboroff | ||||
/s/ ANDREA M. STEPHEN | Director | June 6, 2023 | ||
Andrea M. Stephen | ||||
/s/ SCOTT W. KINGSMORE | Senior Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer) | June 6, 2023 | ||
Scott W. Kingsmore | ||||
/s/ CHRISTOPHER J. ZECCHINI | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | June 6, 2023 | ||
Christopher J. Zecchini |
6