As filed with the Securities and Exchange Commission on May ___, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRANDYWINE REALTY TRUST
(Exact name of registrant as specified in its charter)
| Maryland | 23-2413352 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| 401 Plymouth Road, Suite 500 | |
| Plymouth Meeting, Pennsylvania | 19462 |
| (Address of Principal Executive Offices) | (Zip Code) |
AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Gerard H. Sweeney
President and Chief Executive Officer
401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania 19462
(Name and address of agent for service)
(610) 325-5600
(Telephone number, including area code, of agent for service)
With a copy to:
Michael H. Friedman, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, Pennsylvania 19103-2799
(215) 981-4000
_______________
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered |
Amount to be registered |
Proposed maximum offering price per unit(1) |
Proposed maximum aggregate offering price(1) |
Amount of registration fee |
Common Shares of Beneficial Interest, par value $.01 per share |
1,600,000 shares |
$21.65 |
$34,640,000.00 |
$4,077.13 |
| (1) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) based on the average of the high and low reported sales prices per share on the New York Stock Exchange on May 16, 2005. |
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, the contents of Brandywine Realty Trust’s Registration Statement on Form S-8 (No. 333-28427) and the contents of Brandywine Realty Trust’s Registration Statement on Form S-8 (No. 333-52957) (together, the “Prior Registration Statements”) are incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All information required to be set forth herein which is not contained herein or in the Exhibits hereto is contained in the Prior Registration Statements.
Item 8. Exhibits.
| 5.1 | Opinion of Pepper Hamilton LLP |
| 23.1 | Consent of PricewaterhouseCoopers LLP |
| 23.2 | Consent of Ernst & Young LLP |
| 23.3 | Consent of Pepper Hamilton LLP (contained in Exhibit 5.1) |
| 24 | Power of Attorney (contained in the signature pages hereto) |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Philadelphia, Commonwealth of Pennsylvania, on May 25, 2005.
| BRANDYWINE REALTY TRUST | ||
| By: | /s/ Gerard H. Sweeney____________ | |
| Gerard H. Sweeney President and Chief Executive Officer |
||
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration Statement and Power of Attorney have been signed by the following persons in the capacity and on the dates indicated.
KNOW ALL MEN BY THESE PRESENTS, that each person whose name appears below hereby constitutes and appoints Gerard H. Sweeney 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 this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Signature | Title(s) | Date | |
| /s/ Gerard H. Sweeney Gerard H. Sweeney |
President, Chief Executive Officer and Trustee (Principal Executive Officer) |
May 25, 2005 | |
| /s/ Christopher P. Marr Christopher P. Marr |
Senior Vice President and Chief Financial Officer | May 25, 2005 | |
| /s/ Timothy M. Martin Timothy M. Martin |
Vice President – Finance and Chief Accounting Officer | May 25, 2005 | |
| /s/ Walter D’Alessio Walter D’Alessio |
Chairman of the Board of Trustees | May 25, 2005 | |
| /s/ D. Pike Aloian D. Pike Aloian |
Trustee | May 25, 2005 | |
| /s/ Donald E. Axinn Donald E. Axinn |
Trustee | May 25, 2005 | |
| /s/ Wyche Fowler Wyche Fowler |
Trustee | May 25, 2005 | |
| /s/ Michael J. Joyce Michael J. Joyce |
Trustee | May 25, 2005 | |
| /s/ Anthony A. Nichols, Sr. Anthony A. Nichols, Sr. |
Trustee | May 25, 2005 | |
| /s/ Charles P. Pizzi Charles P. Pizzi |
Trustee | May 25, 2005 | |
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EXHIBIT INDEX
| Exhibit Number |
Exhibit Description |
| 5.1 | Opinion of Pepper Hamilton LLP |
| 23.1 | Consent of PricewaterhouseCoopers LLP |
| 23.2 | Consent of Ernst & Young LLP |
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Exhibit 5.1
May 25, 2005
Brandywine Realty Trust
401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania 19462
| Re: Amended and Restated 1997 Long-Term Incentive Plan |
Ladies and Gentlemen:
You have requested our opinion, as counsel for Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with its Registration Statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), which registers the offer and sale of an additional 1,600,000 common shares of beneficial interest, par value $.01 per share (the “Shares”) of the Company, issuable pursuable to the Company’s Amended and Restated 1997 Long-Term Incentive Plan (the “Plan”).
We have examined such records and documents and have made such examination of law as we have deemed relevant in connection with this opinion. Based upon such examination, it is our opinion that when there has been compliance with the Securities Act and applicable state securities laws, the Shares, when issued against payment pursuant to their terms and the Plan, will be validly issued, fully paid and nonassessable.
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.
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 doing so, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, /s/ Pepper Hamilton LLP Pepper Hamilton LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 14, 2005 relating to the financial statements, financial statement schedules, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Brandywine Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2004.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 24, 2005
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated August 31, 2004, with respect to the combined statement of revenue and certain expenses of The Rubenstein Portfolio for the year ended December 31, 2003 incorporated by reference in the Registration Statement on Form S-8 of Brandywine Realty Trust to be filed with the Securities and Exchange Commission on or about May 25, 2005.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
May 24, 2005