As filed with the Securities and Exchange Commission on December
30, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Exact name of registrant as specified in its charter)
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Maryland
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84-1259577
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(State or Other Jurisdiction
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(I.R.S. Employer
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of Incorporation or Organization)
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Identification No.)
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4582 South Ulster Street, Suite 1450
Denver, Colorado 80237
(Address of Principal Executive Offices)
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80237
(Zip Code)
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Apartment Investment and Management Company Retirement
Plan
(Full Title of the Plan)
Jennifer Johnson
Executive Vice President, Chief Administrative Officer, General
Counsel and Secretary
4582 South Ulster Street, Suite 1450
Denver, Colorado 80237
(Name and address of agent for service)
(303) 224-7900
(Telephone number, including area code, of agent for
service)
Copies to:
Jeffrey R. Kesselman.
Sherman & Howard L.L.C.
675 15th Street, Suite 2300
Denver, Colorado 80202
(303) 297-2900
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 Securities Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual
Information.*
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*
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The documents containing the information specified in Part I of
Form S-8 will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act. In accordance with the
instructions to Part I of Form S-8, such documents will not be
filed with the Securities and Exchange Commission (the
“Commission”) either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424
promulgated under the Securities Act. These documents and the
documents incorporated by reference in this registration statement
pursuant to Item 3 of Part II of this registration statement, taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Apartment Investment and
Management Company (the “Company”) and the Apartment Investment and
Management Company Retirement Plan (the “Plan”) with the Commission
are incorporated herein by reference:
(a)
Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 2021;
(b) Quarterly Reports of the Company on Form 10-Q for the quarters
ended
March 31, 2022,
June 30, 2022
and
September 30,
2022;
(c) Current Reports of the Company on Form 8-K filed on
May 25, 2022,
June 21, 2022,
July 28, 2022,
August 11, 2022,
November 14, 2022,
November 15, 2022,
November 28, 2022, and December 20, 2022;
(d) the description of Apartment Investment and Management
Company’s capital stock contained in the Registration Statement on
Form 8-A (File No. 1-3232) filed July 19, 1994, including any
amendment or report filed for the purpose of updating such
description including Exhibit 4.1 to Apartment Investment and
Management Company’s and AIMCO Properties, L.P.’s Annual Report
on
Form 10-K for the fiscal year ended December 31,
2019.
2
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of
filing of such documents. 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 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 amended, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VIII of the Company’s charter limits the liability of the
Company’s directors and officers to the Company and its
stockholders to the maximum extent permitted from time to time by
Maryland law. Maryland law presently permits the liability of
directors and officers to a corporation or its stockholders for
money damages to be limited, except (i) to the extent that it is
proved that the director or officer actually received an improper
benefit or profit in money, property or services for the amount of
the benefit or profit in money, property or services actually
received, or (ii) to the extent that a judgment or other final
adjudication adverse to the director or officer is entered in a
proceeding based on a finding that the director’s or officer’s
action, or failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in
the proceeding. This provision does not limit the ability of the
Company or its stockholders to obtain other relief, such as an
injunction or rescission.
The Company’s charter and bylaws require the Company to indemnify
its directors and officers and permits the Company to indemnify
certain other parties to the fullest extent permitted from time to
time by Maryland law. Maryland law permits a corporation to
indemnify its directors, officers and certain other parties against
judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to
which they may be made a party by reason of their service to or at
the request of the corporation, unless it is established that (i)
the act or omission of the indemnified party was material to the
matter giving rise to the proceeding and was committed in bad faith
or was the result of active and deliberate dishonesty, (ii) the
indemnified party actually received an improper personal benefit in
money, property or services or (iii) in the case of any criminal
proceeding, the indemnified party had reasonable cause to believe
that the act or omission was unlawful. Indemnification may be made
against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by the director or officer in connection
with the proceeding; provided, however, that if the proceeding is
one by or in the right of the corporation, indemnification may not
be made with respect to any proceeding in which the director or
officer has been adjudged to be liable to the corporation. In
addition, a director or officer may not be indemnified with respect
to any proceeding charging improper personal benefit to the
director or officer, whether or not involving action in the
director’s or officer’s official capacity, in which the director or
officer was adjudged to be liable on the basis that personal
benefit was improperly received. The termination of any proceeding
by conviction, or upon a plea of nolo contendere or its equivalent,
or an entry of any order of probation prior to judgment, creates a
rebuttable presumption that the director or officer did not meet
the requisite standard of conduct required for indemnification to
be permitted. It is the position of the Securities and Exchange
Commission that indemnification of directors and officers for
liabilities arising under the Securities Act is against public
policy and is unenforceable pursuant to Section 14 of the
Securities Act.
The Company has entered into agreements with certain of its
officers, pursuant to which the Company has agreed to indemnify
such officers to the fullest extent permitted by applicable
law.
3
The agreement of limited partnership of Aimco OP L.P., or the Aimco
Operating Partnership, also provides for indemnification of the
Company, or any director or officer of the Company, in its capacity
as the previous general partner of the Aimco Operating Partnership,
from and against all losses, claims, damages, liabilities, joint or
several, expenses (including legal fees), fines, settlements and
other amounts incurred in connection with any actions relating to
the operations of the Aimco Operating Partnership.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and,
where
4
applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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
Denver, State of Colorado, on December 30, 2022.
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
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By:
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/s/ Wes Powell
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Wes Powell
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Director, President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit
plan) have duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the
City of Denver, State of Colorado, on December 30, 2022.
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Apartment Investment and Management Company Retirement
Plan
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By:
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/s/ Wes Powell
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Wes Powell
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President and Chief Executive Officer of Apartment Investment and
Management Company
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POWER
OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Wes Powell and Lynn C. Stanfield, and each or either of them, his
or her true and lawful attorneys-in-fact and agents, 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 on Form S-8 and to file the same, with
all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that 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.
5
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Signature
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Title
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Date
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/s/ Wes Powell
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Director, President and Chief Executive Officer (Principal
Executive Officer)
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December 30, 2022
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Wes Powell
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/s/ Lynn C. Stanfield
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Executive Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer)
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December 30, 2022
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Lynn C. Stanfield
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/s/ Robert A. Miller
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Chairman of the Board of Directors
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December 30, 2022
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Robert A. Miller
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/s/ Quincy L. Allen
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Director
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December 30, 2022
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Quincy L. Allen
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/s/ Terry Considine
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Director
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December 30, 2022
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Terry Considine
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/s/ Patricia L. Gibson
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Director
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December 30, 2022
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Patricia L. Gibson
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/s/ Jay Paul Leupp
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Director
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December 30, 2022
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Jay Paul Leupp
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/s/ Deborah Smith
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Director
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December 30, 2022
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Deborah Smith
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/s/ R. Dary Stone
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Director
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December 30, 2022
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R. Dary Stone
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/s/ James P. Sullivan
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Director
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December 30, 2022
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James P. Sullivan
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/s/Kirk A. Sykes
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Director
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December 30, 2022
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Kirk A. Sykes
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6
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