As filed with the Securities and Exchange Commission on August 18, 2005 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HOME PROPERTIES, INC. (exact name of registrant as specified in its charter) MARYLAND 16-1455126 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 850 Clinton Square, Rochester, New York 14604 (Address of Principal Executive Offices) (Zip Code) HOME PROPERTIES, INC. SECOND AMENDED AND RESTATED DIRECTOR DEFERRED COMPENSATION PLAN (Full title of the Plan) Ann M. McCormick, Esq. Executive Vice President, Secretary and General Counsel Home Properties, Inc. 850 Clinton Square Rochester, New York 14604 (585) 546-4900 (585) 232-3147 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Deborah McLean Quinn, Esq. Nixon Peabody LLP 900 Clinton Square Rochester, New York 14604 (585) 263-1307 (585) 263-1600 CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be price per Offering Registration Registered(1) Registered(1) share(2) Price(2) Fee ------------- ------------- ---------- ---------- ------------ Common Stock 50,000(3) $40.895 $2,044,750 $241 $.01 par value (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the Home Properties Seconded Amended and Restated Director Deferred Compensation Plan. (2) Inserted solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and based upon the average of the high and low prices for the registrant's Common Stock on the New York Stock Exchange reported as of August 16, 2005. (3) Shares to be issued pursuant the registrant's Seconded Amended and Restated Director Deferred Compensation Plan, as amended. Approximate date of commencement of the proposed issuance of the securities to the public: From time to time after the Registration Statement becomes effective. EXPLANATORY NOTE Home Properties, Inc. filed a Registration Statement on Form S-8 on May 23, 2000, (Registration No. 333-37624) relating to the registration of shares of common stock of Home Properties, Inc. This Registration Statement on Form S-8 relates to the Home Properties, Inc. Second Amended and Restated Director Deferred Compensation Plan which increased the number of shares of common stock, $.01 par value per share (the "Common Stock"), to be issued thereunder by 50,000 shares. Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 registers an additional 50,000 shares of the Company's common stock which may be acquired under the Company's Second Amended and Restated Director Deferred Compensation Plan. The contents of the previous Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 23, 2000, (Registration No. 333-37624) are incorporated herein by reference. Pursuant to a filing on September 24, 2003, an Amendment to the Articles of Incorporation of Home Properties of New York, Inc. filed with the Maryland Department of Assessments and Taxation changed the corporation's name to Home Properties, Inc. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interests of Named Experts and Counsel. The validity of the securities offered hereby will be passed upon by Nixon Peabody LLP, Rochester, New York. Certain partners of Nixon Peabody LLP own equity equal to less than 1% of the equity of Home Properties, Inc. and Home Properties, L.P. on a fully diluted basis. Item 8. Exhibits. See Exhibit Index. II-1 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 Rochester, State of New York, on the 18th day of August, 2005. HOME PROPERTIES, INC. By: /s/ Edward J. Pettinella Edward J. Pettinella President and Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward J. Pettinella, David P. Gardner and Ann M. McCormick each of them, 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 the registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each 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. II-2 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. /s/ Edward J. Pettinella Director, President and CEO August 18, 2005 Edward J. Pettinella (Principal Executive Officer) /s/ David P. Gardner Executive Vice President and August 18, 2005 David P. Gardner Chief Financial Officer (Principal Financial Officer) /s/Robert J. Luken Senior Vice President, August 18, 2005 Robert J. Luken Treasurer and Chief Accounting Officer (Principal Accounting Officer) /s/ Norman P. Leenhouts Director August 18, 2005 Norman P. Leenhouts /s/ Nelson B. Leenhouts Director August 18, 2005 Nelson B. Leenhouts /s/ William Balderston, III Director August 18, 2005 William Balderston, III /s/ Josh E. Fidler Director August 18, 2005 Josh E. Fidler /s/ Alan L. Gosule Director August 18, 2005 Alan L. Gosule /s/ Leonard F. Helbig, III Director August 18, 2005 Leonard F. Helbig, III /s/ Roger W. Kober Director August 18, 2005 Roger W. Kober /s/ Clifford W. Smith, Jr. Director August 18, 2005 Clifford W. Smith, Jr. /s/ Paul L. Smith Director August 18, 2005 Paul L. Smith /s/ Thomas S. Summer Director August 18, 2005 Thomas S. Summer /s/ Amy L. Tait Director August 18, 2005 Amy L. Tait EXHIBIT INDEX Exhibit No. Description Location ------- -------------- ----------- 4.1 Articles of Amendment and Incorporated by reference to Restatement of Articles of the Home Properties of Incorporation of Home New York, Inc. Registration Properties of New York, Inc. Statement on Form S-11, file No. 33-78862 (the "S-11 Registration Statement"). 4.2 Articles of Amendment of Incorporated by reference to Articles of Incorporation the Form 8-K filed by Home of Home Properties of Properties of New York, Inc. New York, Inc on July 2, 1999, File No. 001-13136. 4.3 Amended and Restated By-Laws Incorporated by reference to of Home Properties of New the Form 8-K filed by Home York, Inc. Properties of New York, Inc., on January 7, 1997, File No. 001-13136. 4.4 Amended and Restated By-Laws Incorporated by reference to of Home Properties, Inc. Exhibit 3.1 to the Form 8-K filed by Home Properties of New York, Inc. on January 7, 1997, File No. 001-13136. 4.5 Articles of Amendment of the Incorporated by reference to Articles of Incorporation of Exhibit 3.11 to the Form 10-Q Home Properties of New filed by Home Properties, York, Inc. Inc. on May 10, 2004, File No. 001-13136. 4.6 Amendment Number One to Incorporated by reference to Amended and Restated Bylaws of Exhibit 3.12 to the Form 10-Q Home Properties, Inc. filed by Home Properties, Inc. on May 10, 2004, File No. 001-13136. 4.7 Home Properties, Inc. Second Incorporated by reference to Amended and Restated Director Exhibit B (Pages B-1 through Deferred Compensation Plan B-4) to the Proxy Statement Filed by Home Properties, Inc. on March 31, 2005 5.1 Opinion of Nixon Peabody LLP Filed herewith. 23.1 Consent of Nixon Peabody LLP Contained in opinion filed as Exhibit 5.1 to this Registration Statement. 23.2 Consent of PricewaterhouseCoopers Filed herewith LLP, independent registered public accounting firm