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As filed with the Securities and Exchange Commission on May 17, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HOME PROPERTIES, INC.
(exact name of registrant as specified in its charter)
MARYLAND 16-1455126
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
850 Clinton Square, Rochester, New York 14604
(Address of Principal Executive Offices) (Zip Code)
HOME PROPERTIES RETIREMENT SAVINGS PLAN
(Full title of the Plan)
Ann M. McCormick, Esq.
Executive Vice President, Secretary and General Counsel
Home Properties, Inc.
850 Clinton Square
Rochester, New York 14604
(585) 546-4900
(585) 232-3147
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Deborah McLean Quinn, Esq.
Nixon Peabody LLP
900 Clinton Square
Rochester, New York 14604
(585) 263-1307
(585) 263-1600
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be price per Offering Registration
Registered(1) Registered(1) share(2) Price(2) Fee
------------- ------------- ---------- ---------- ------------
Common Stock 50,000 $37.65 $1,882,500 $238.51
$.01 par value
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers an indeterminate amount of interests to be
offered or sold pursuant to the Home Properties Retirement Savings Plan.
(2) Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based upon the average of the high and low
prices for the registrant's Common Stock on the New York Stock Exchange
reported as of May 14, 2004.
Approximate date of commencement of the proposed issuance of the securities to
the public: From time to time after the Registration Statement becomes
effective.
EXPLANATORY NOTE
Home Properties of New York, Inc. filed a Registration Statement on Form
S-8 on September 24, 1996 (Registration No. 333-12551) relating to the
registration of shares of common stock of Home Properties of New York, Inc.
Pursuant to General Instruction E of Form S-8, this Registration Statement
on Form S-8 registers an additional 50,000 shares of the Company's common stock
which may be acquired under the Company's Retirement Savings Plan.
The contents of the previous Registration Statement, Registration No.
333-12551 are incorporated herein by reference.
Pursuant to a filing on September 24, 2003, an Amendment to the Articles of
incorporation Home Properties of New York, Inc. filed with the Maryland
Department of Assessments and Taxation changed the corporation's name to Home
Properties, Inc.
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered hereby will be passed upon by Nixon
Peabody LLP, Rochester, New York. Certain partners of Nixon Peabody LLP own
equity equal to less than 1% of the equity of Home Properties, Inc. and Home
Properties, L.P. on a fully diluted basis.
Item 8. Exhibits.
See Exhibit Index.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Rochester, State of New York, on the 17 day of
May, 2004.
HOME PROPERTIES, INC.
By: /s/ Edward J. Pettinella
Edward J. Pettinella
President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Edward J. Pettinella, David P.
Gardner and Ann M. McCormick each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to the 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
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorneys-in-fact and agents or any of them or
their or his substitute or substitutes, 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.
/s/ Edward J. Pettinella Director, President and CEO May 17, 2004
Edward J. Pettinella (Principal Executive Officer)
/s/ David P. Gardner Executive Vice President and May 17, 2004
David P. Gardner Chief Financial Officer
(Principal Financial
and Accounting Officer)
/s/ Norman P. Leenhouts Director May 17, 2004
Norman P. Leenhouts
/s/ Nelson B. Leenhouts Director May 17, 2004
Nelson B. Leenhouts
/s/ William Balderston, III Director May 17, 2004
William Balderston, III
/s/ Alan L. Gosule Director May 17, 2004
Alan L. Gosule
/s/ Leonard F. Helbig, III Director May 17, 2004
Leonard F. Helbig, III
/s/ Roger W. Kober Director May 17, 2004
Roger W. Kober
/s/ Clifford W. Smith, Jr. Director May 17, 2004
Clifford W. Smith, Jr.
/s/ Paul L. Smith Director May 17, 2004
Paul L. Smith
/s/ Amy L. Tait Director May 17, 2004
Amy L. Tait
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Home Properties Retirement Savings
Plan) have duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Rochester, State of
New York, on May 17, 2004.
HOME PROPERTIES RETIREMENT SAVINGS PLAN
By: /s/ David P. Gardner
-----------------------------------------------
On behalf of the Administrative Committee,
the Administrator of the Plan
EXHIBIT INDEX
Exhibit
No. Description Location
------- -------------- -----------
4.1 Articles of Amendment and Incorporated by reference to
Restatement of Articles of the Home Properties of
Incorporation of Home New York, Inc. Registration
Properties of New York, Inc. Statement on Form S-11, file
No. 33-78862 (the "S-11
Registration Statement").
4.2 Articles of Amendment of Incorporated by reference to
Articles of Incorporation the Form 8-K filed by Home
of Home Properties of Properties of New York, Inc.
New York, Inc on July 2, 1999.
4.3 Intentionally Omitted
4.4 Intentionally Omitted
4.5 Intentionally Omitted
4.6 Series D Convertible Cumulative Incorporated by reference to
Preferred Stock Articles the Form 8-K filed by Home
Supplementary to the Amended Properties of New York, Inc.
and Restated Articles of on June 12, 2000.
Incorporation of Home Properties
of New York, Inc.
4.7 Intentionally Omitted
4.8 Amended and Restated By-Laws Incorporated by reference to
of Home Properties of New the Form 8-K filed by Home
York, Inc. Properties of New York, Inc,
on January 7, 1997.
4.9 Amended and Restated By-Laws Incorporated by reference to
of Home Properties, Inc. Exhibit 3.1 to the Form 8-K
filed by Home Properties of
New York, Inc. on January 7,
1997, File No. 001-13136.
4.10 Articles of Amendment of the Incorporated by reference to
Articles of Incorporation of Home Exhibit 3.11 to the Form 10-
Properties of New York, Inc. Q filed by Home Properties,
Inc. on May 10, 2004, File
No.001-13136
4.11 Amendment Number One to Incorporated by reference to
Amended and Restated Bylaws of Exhibit 3.12 to the Form 10-
Home Properties, Inc. Q filed by Home Properties,
Inc. on May 10, 2004, File
No.001-13136
4.12 Intentionally Omitted
5.1 Opinion of Nixon Peabody LLP Filed herewith.
23.1 Consent of Nixon Peabody LLP Contained in opinion filed
as Exhibit 5 to this
Registration Statement.
23.2 Consent of PricewaterhouseCoopers Filed herewith
LLP, independent accountants
23.3 Consent of Insero, Kasperski, Filed herewith
Ciaccia and Co., P.C., with respect
to plan financial Statements