As filed with the Securities and Exchange Commission on June 21, 2007

Registration No. 333-143721

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


 

SL GREEN REALTY CORP.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation or organization)

13-3956775

(I.R.S. Employer Identification No.)

 

420 Lexington Avenue, New York, New York 10170

(Address of Principal Executive Offices) (Zip Code)

 

 

AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

(Full Title of the Plan)

Marc Holliday

SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

(Name and address of agent for service)

(212) 594-2700

(Telephone number, including area code, of agent for service)

Copies to:

Larry P. Medvinsky, Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, New York  10019

 




EXPLANATORY NOTE

This amendment relates to the Registration Statement on Form S-8 (File No. 333-143721) of SL Green Realty Corp. (the “Company”) relating to the Amended and Restated 2005 Stock Option and Incentive Plan filed by the Company on June 13, 2007. The sole purpose of this amendment is to refile Exhibits 23.2 and 23.3.

EXHIBIT INDEX

Number

 

 

 

Description

 

 

 

 

 

23.2*

 

Consent of Ernst & Young LLP

 

 

 

23.3*

 

Consent of Ernst & Young LLP


*                    Filed herewith.

1




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 Post-Effective Amendment No. 1 to the Registration Statement  to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 21, 2007.

SL GREEN REALTY CORP.

 

By:

/s/ MARC HOLLIDAY

 

 

Name:

Marc Holliday

 

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature

 

 

 

Title

 

 

 

Date

 

*

 

Chairman of the Board of Directors

 

June 21, 2007

Stephen L. Green

 

 

 

 

/s/ MARC HOLLIDAY

 

Chief Executive Officer and Director

 

June 21, 2007

Marc Holliday

 

 

 

 

*

 

Chief Operating Officer and Chief Financial Officer

 

June 21, 2007

Gregory F. Hughes

 

 

 

 

*

 

Director

 

June 21, 2007

John H. Alschuler, Jr.

 

 

 

 

*

 

Director

 

June 21, 2007

Edwin Thomas Burton, III

 

 

 

 

*

 

Director

 

June 21, 2007

John S. Levy

 

 

 

 

 

*By:

/s/ ANDREW S. LEVINE

 

Andrew S. Levine

 

Attorney-in-fact

 

 

S-1




EXHIBIT INDEX

Number

 

 

 

Description

 

 

 

 

 

23.2*

 

Consent of Ernst & Young LLP

 

 

 

23.3*

 

Consent of Ernst & Young LLP


*                    Filed herewith.