Registration No. 333-

 

 

UNITED STATES
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
(State or Other Jurisdiction of Incorporation or Organization)

23-2413352
(I.R.S. Employer Identification No.)

555 East Lancaster Avenue, Suite 100
Radnor, Pennsylvania 19087
(Address of Principal Executive Offices)

19462
(Zip Code)

AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)

Gerard H. Sweeney
President and Chief Executive Officer
555 East Lancaster Avenue, Suite 100
Radnor, Pennsylvania 19087
(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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Proposed

Proposed maximum

Title of each class of

Amount to be

maximum offering

aggregate

Amount of

securities to be registered

Registered (1)

price per unit (2)

offering price (2)

registration fee (2)

Common Shares of Beneficial Interest, par value $0.01 per share

6,000,000

$10.88

$65,280,000

$4,654.46

 

 

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, the contents of Brandywine Realty Trust’s Registration Statements on Form S-8 (Nos. 333-28427, 333-52957, 333-125311 and 333-142754) (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.

Exhibit
Number				Description
	5.1			Opinion of Pepper Hamilton LLP.
	23.1			Consent of PricewaterhouseCoopers LLP relating to financial statements of Brandywine Realty Trust, Brandywine Operating Partnership L.P., and G&I VI Interchange Office, L.L.C.
	23.2			Consent of Pepper Hamilton LLP (contained in Exhibit 5.1).
	24.1			Power of Attorney (contained in the signature page hereto).
	99.1			Amended and Restated 1997 Long-Term Incentive Plan (as amended and restated on June 2, 2010)

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 June 2, 2010.

		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 and Howard M. Sipzner as 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/ Walter D’Alessio   Walter D’Alessio		Chairman of the Board of Trustees		June 2, 2010
/s/ Gerard H. Sweeney   Gerard H. Sweeney		President, Chief Executive Officer and Trustee (Principal Executive Officer)		June 2, 2010
/s/ Howard M. Sipzner   Howard M. Sipzner		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		June 2, 2010
/s/ Gabriel J. Mainardi   Gabriel J. Mainardi		Vice President and Chief Accounting Officer (Principal Accounting Officer)		June 2, 2010

Signature		Title(s)		Date
/s/ D. Pike Aloian   D. Pike Aloian		Trustee		June 2, 2010
/s/ Wyche Fowler   Wyche Fowler		Trustee		June 2, 2010
/s/ Michael J. Joyce   Michael J. Joyce		Trustee		June 2, 2010
/s/ Anthony A. Nichols, Sr.   Anthony A. Nichols, Sr.		Trustee		June 2, 2010
/s/ Charles P. Rizzi   Charles P. Pizzi		Trustee		June 2, 2010

EXHIBIT INDEX

Exhibit
Number				Description
	5.1			Opinion of Pepper Hamilton LLP.
	23.1			Consent of PricewaterhouseCoopers LLP relating to financial statements of Brandywine Realty Trust, Brandywine Operating Partnership L.P., and G&I VI Interchange Office, L.L.C.
	23.2			Consent of Pepper Hamilton LLP (contained in Exhibit 5.1).
	24.1			Power of Attorney (contained in the signature page hereto).
	99.1			Amended and Restated 1997 Long-Term Incentive Plan (as amended and restated on June 2, 2010)