UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Rexford Industrial Realty, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 46-2024407 | ||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025 | ||
| (Address of Principal Executive Offices) (Zip Code) | ||
Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan
(Full title of the plan)
David Lanzer
General Counsel and Secretary
Rexford Industrial Realty, Inc.
11620 Wilshire Boulevard, Suite 1000
Los Angeles, CA 90025
(Name and address of agent for service)
(310) 966-1680
(Telephone number, including area code, of agent for service)
Copy to:
Bradley A. Helms, Esq. Brent T. Epstein, Esq. Latham & Watkins LLP 355 South Grand Avenue Los Angeles, California 90071 Tel: (213) 485-1234 Fax: (213) 891-8763 | ||||||||
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 12-b-2 of the Exchange Act.
| Large accelerated filer ☑ | Accelerated filer ☐ | |||||||
Non-accelerated filer (Do not check if smaller reporting company.) | 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 13(a) of the Exchange Act. ☐ | ||||||||||||||
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register the offer and sale of an additional (i) 2,750,000 shares of common stock, par value $0.01 per share (“Common Stock”), of Rexford Industrial Realty, Inc. (the “Company”) to be issued under the Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan (the “Plan”) and (ii) 534,588 shares of Common Stock that, in accordance with the Plan, have become available for issuance under the Plan to the extent that awards under the Plan have been terminated, cancelled or expired. On April 4, 2024, the Company’s Board of Directors increased the authorized number of shares under the Plan by 2,750,000 shares, which the Company’s stockholders approved on June 11, 2024. In accordance with Instruction E to Form S-8, this Registration Statement incorporates by reference and makes a part hereof the contents of (i) the Registration Statement on Form S-8 (File No. 333-190074) filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 22, 2013 relating to the registration of offers and sales of 2,272,689 shares of Common Stock under the Plan and (ii) the Registration Statement on Form S-8 (File No. 333-258204) filed by the Company with the Commission on July 28, 2021 relating to the registration of offers and sales of an additional 4,420,000 shares of Common Stock under the Plan, in each case, to the extent not modified or superseded hereby or by any subsequently filed document incorporated by reference herein or therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:
(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
(b) The Company’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024.
(c) The Company’s Current Reports on Form 8-K filed with the Commission on February 20, 2024, March 25, 2024, March 28, 2024, June 13, 2024, June 17, 2024 and October 21, 2024.
(d) The Company’s Proxy Statement for the Registrant’s 2024 Annual Meeting of Stockholders, on Schedule 14A, filed with the Commission on April 15, 2024.
(e) The description of the Company’s common stock, $0.01 par value per share, contained in the Company’s Registration Statement on Form 8-A filed under the Exchange Act on July 17, 2013.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Unless specifically stated to the
contrary, none of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K or 8-K/A that we may from time to time furnish to the Commission or any other document or information deemed to have been furnished and not filed with the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.
Any statement contained in a document 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 subsequently filed document which 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 superseded, to constitute part of this Registration Statement.
Item 6. Indemnification of Directors and Officers.
Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. The Company’s charter contains a provision that eliminates its directors’ and officers’ liability to the maximum extent permitted by Maryland law.
Maryland law requires a Maryland corporation (unless its charter provides otherwise, which the Company’s charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. Maryland law permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that: (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty; (b) the director or officer actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or on behalf of the corporation or if the director or officer was adjudged liable on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a Maryland corporation to advance reasonable expenses to a director or officer, without requiring a preliminary determination of the director’s or officer’s ultimate entitlement to indemnification, upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
The Company’s charter authorizes it to obligate itself and the Company’s bylaws obligate it, to the maximum extent permitted by Maryland law, in effect from time to time, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding, without requiring a preliminary determination of the director’s or officer’s ultimate entitlement to indemnification, to any present or former director or officer or any individual who, while a director or officer of the Company and at the Company’s request, serves or has served as a director, officer, partner, trustee, member or manager
of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, and who is made or threatened to be made a party to or witness in the proceeding by reason of his or her service in that capacity from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her service in any of the foregoing capacities and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The Company’s charter and bylaws also permit the Company to indemnify and advance expenses to any individual who served a predecessor of the Company in any of the capacities described above and any employees or agents of the Company or a predecessor of the Company.
The Company has entered into indemnification agreements with each of its executive officers and directors whereby the Company has agreed to indemnify such executive officers and directors to the fullest extent permitted by Maryland law against all expenses and liabilities, subject to limited exceptions. These indemnification agreements also provide that, upon an application for indemnity by an executive officer or director to a court of appropriate jurisdiction, such court may order the Company to indemnify such executive officer or director.
In addition, the Company’s directors and officers are indemnified for specified liabilities and expenses pursuant to the partnership agreement of Rexford Industrial Realty, L.P., the partnership of which the Company serves as sole general partner.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration Statement:
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Sequentially Numbered Exhibit | Description | Form | File No. | Exhibit(s) | Filing Date | |||||||||||||||||||||||||||
| 4.1 | S-11/A | 333-88806 | 4.1 | July 15, 2013 | ||||||||||||||||||||||||||||
| 5.1+ | ||||||||||||||||||||||||||||||||
| 23.1+ | ||||||||||||||||||||||||||||||||
| 23.2+ | ||||||||||||||||||||||||||||||||
| 24.1+ | ||||||||||||||||||||||||||||||||
| 99.1 | 8-K | 001-36008 | 10.1 | June 13, 2024 | ||||||||||||||||||||||||||||
| 107+ | ||||||||||||||||||||||||||||||||
___________________ + Filed herewith. | ||||||||||||||||||||||||||||||||
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 City of Los Angeles, State of California, on October 24, 2024.
| REXFORD INDUSTRIAL REALTY, INC., | ||||||||
| a Maryland corporation | ||||||||
| By: | /s/ Howard Schwimmer | |||||||
| Name: Howard Schwimmer | ||||||||
| Title: Co-Chief Executive Officer | ||||||||
| By: | /s/ Michael S. Frankel | |||||||
| Name: Michael S. Frankel | ||||||||
| Title: Co-Chief Executive Officer | ||||||||
| By: | /s/ Laura E. Clark | |||||||
| Name: Laura E. Clark | ||||||||
| Title: Chief Financial Officer | ||||||||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints David Lanzer 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 all 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 in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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 | ||||||||||||
| /s/ Howard Schwimmer | Co- Chief Executive Officer and Director | October 24, 2024 | ||||||||||||
| Howard Schwimmer | ||||||||||||||
| /s/ Michael S. Frankel | Co- Chief Executive Officer and Director | October 24, 2024 | ||||||||||||
| Michael S. Frankel | ||||||||||||||
| /s/ Laura E. Clark | Chief Financial Officer | October 24, 2024 | ||||||||||||
| Laura E. Clark | ||||||||||||||
| /s/ Richard Ziman | Chairman of the Board | October 24, 2024 | ||||||||||||
| Richard Ziman | ||||||||||||||
| /s/ Robert L. Antin | Director | October 24, 2024 | ||||||||||||
| Robert L. Antin | ||||||||||||||
| /s/ Diana J. Ingram | Director | October 24, 2024 | ||||||||||||
| Diana J. Ingram | ||||||||||||||
| /s/ Angela Kleiman | Director | October 24, 2024 | ||||||||||||
| Angela Kleiman | ||||||||||||||
| /s/ Debra L. Morris | Director | October 24, 2024 | ||||||||||||
| Debra L. Morris | ||||||||||||||
| /s/ Tyler H. Rose | Director | October 24, 2024 | ||||||||||||
| Tyler H. Rose | ||||||||||||||
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price (3) | Fee Rate | Amount of Registration Fee | ||||||||||||||||||||||
(2) | $ | (3) | $ | $ | $ | ||||||||||||||||||||||||
Total Offering Amounts | $ | $ | $ | ||||||||||||||||||||||||||
Total Fee Offsets | $ | ||||||||||||||||||||||||||||
Net Fee Due | $ | ||||||||||||||||||||||||||||
(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (“Registration Statement”) covers any additional number of shares of common stock, par value $0.01 per share (“Common Stock”) of Rexford Industrial Realty, Inc. (the “Company”) that become issuable under the Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan (the “Plan”) by reason of any stock splits, stock dividends or other distribution, recapitalization or similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
(2)Consists of an additional (i) 2,750,000 shares of Common Stock to be issued under the Plan and (ii) 534,588 shares of Common Stock that, in accordance with the Plan, have become available for issuance under the Plan to the extent that awards under the Plan have been terminated, cancelled or expired.
(3)Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Company’s shares of Common Stock as reported on the New York Stock Exchange on October 21, 2024, which date is within five business days prior to the filing of this Registration Statement.
Exhibit 5.1
750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202 T 410.244.7400 F 410.244.7742 www.Venable.com | ||
October 24, 2024
Rexford Industrial Realty, Inc.
11620 Wilshire Boulevard, Suite 300
Los Angeles, CA 90025
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the offering and issuance of up to 3,284,588 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Shares may be issued pursuant to the Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award 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;
2.The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3.The Fifth Amended and Restated 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.The Plan, certified as of the date hereof by an officer of the Company;
October 24, 2024
Page 2
6.Resolutions (the “Resolutions”) adopted by Board of Directors of the Company (the “Board”) and the Compensation Committee of the Board relating to, among other matters, the approval of the Plan and the issuance of the Shares, certified as of the date hereof by an officer of the Company;
7.The Report of the Inspector of Election for the Company’s 2024 annual meeting of stockholders convened on June 11, 2024, with respect to the proposal to approve the Plan, certified as of the date hereof by an officer of the Company;
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 below, 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 any other 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.
October 24, 2024
Page 3
5.Upon the 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.
6.Each award that provides for the potential issuance of a Share pursuant to the Plan (each, an “Award”) will be duly authorized and validly granted in accordance with the Plan, and any Share issued pursuant to any such Award will be issued in accordance with the terms of such Plan and such Award, including any agreement entered into in connection therewith.
7.None of the Shares will be issued in violation of any restriction or limitation contained in Article VI of the Charter or any restriction in the Plan or any applicable Award.
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 validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2.The issuance of the Shares has been duly authorized and, when and if issued and delivered by the Company pursuant to the Resolutions, any other resolutions of the Board or any duly authorized committee thereof relating thereto, and the Plan, and otherwise in accordance with the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland, and we do not express any opinion herein concerning federal law or the laws of any other jurisdiction. 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 or the laws, codes or regulations of any municipality or other local jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. 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.
October 24, 2024
Page 4
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 Securities 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 Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan of our reports dated February 9, 2024, with respect to the consolidated financial statements and schedules of Rexford Industrial Realty, Inc., and the effectiveness of internal control over financial reporting of Rexford Industrial Realty, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Los Angeles, California
October 24, 2024