As filed with the Securities and Exchange Commission On July 24, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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FRONTLINE CAPITAL GROUP
(Exact name of registrant as specified in its charter)
Delaware 11-3383642
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1350 Avenue of the Americas
New York, New York 10019
(212) 931-8000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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2000 Employee Stock Option Plan
(Full title of the plan)
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Scott H. Rechler
President and Chief Executive Officer
FrontLine Capital Group
1350 Avenue of the Americas
New York, New York 10019
(212) 931-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================== ================= ====================== ========================= ==========================
Proposed maximum Proposed maximum
Title of Securities Amount to offering price per aggregate offering Amount of registration
to be registered be registered unit price fee
------------------------------- ----------------- ---------------------- ------------------------- --------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share............... 2,500,000 (1) $22.375 (2) $55,937,500 (3) $14,767.50 (4)
=============================== ================= ====================== ========================= ==========================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
2000 Employee Stock Option Plan with respect to which no additional
consideration will be paid (i) in the event of a stock dividend, reverse
stock split, split up, recapitalization or capital adjustment and (ii)
that are issuable pursuant to dividend equivalent rights relating to
stock options issued under the 2000 Employee Stock Option Plan.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act").
(3) Calculated pursuant to Rule 457(c) and (h) under the Securities Act based
on the average of the high and low prices for the Common Stock reported
by the Nasdaq National Market on July 19, 2000.
(4) In accordance with Rule 457(h), the filing fee is based on the maximum
number of the registrant's securities issuable under the 2000 Employee
Stock Option Plan that are covered by this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents and the documents incorporated by reference herein pursuant to
Item 3 of Part II hereof, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
FrontLine Capital Group (the "Company") hereby incorporates by reference
the documents listed in (a), (b), (c) and (d) below which have previously been
filed with the Securities and Exchange Commission.
(a) The Annual Report on Form 10-K for the year ended December 31, 1999.
(b) The quarterly report on Form 10-Q for the quarter ended March 31,
2000.
(c) The current reports on Form 8-K (including Form 8-KA) and filed on
January 25, 2000, February 15, 2000, March 2, 2000, March 2, 2000,
March 28, 2000, May 12, 2000, and June 16, 2000, respectively.
(d) The description of the Company's Common Stock contained in the
section entitled "Description of Common Stock" in the Company's
registration statement on Form S-3 (File No. 333-34246), filed on
April 7, 2000 pursuant to the Securities Act.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents. 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 hereof 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 superseded, to
constitute a part hereof.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law (the "Delaware Law") provides that a
corporation may limit the liability of each director to the corporation and
its stockholders for monetary damages except for liability (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders; (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases, and (iv) for any transaction
from which the director derives an improper personal benefit. The First
Amended and Restated Certificate of Incorporation and Amended and Restated
By-laws of the Company (the "Certificate of Incorporation" and "By-laws,"
respectively) provide for the elimination and limitation of the personal
liability of directors of the Company for monetary damages to the fullest
extent permitted by the Delaware Law. In addition, the Certificate of
Incorporation and By-laws provide that if the Delaware Law is amended to
authorize the further elimination or limitation of the liability of a
director, then the liability of the directors shall be eliminated or limited
to the fullest extent permitted by the Delaware Law, as so amended. The effect
of this provision is to eliminate the rights of the Company and its
stockholders (through stockholders' derivative suits on behalf of the Company)
to recover monetary damages against a director for breach of the fiduciary
duty of care as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (i)
through (iv) above. The provision does not limit or eliminate the rights of
the Company or any stockholder to seek non-monetary relief such as an
injunction or recession in the event of a breach of a director's duty of care.
In addition, the By-laws provide that the Company shall, to the full extent
permitted by Delaware Law, as amended from time to time, indemnify and advance
expenses to each of its currently acting and former directors, officers,
members of the management advisory committee, employees and agents.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
4.1* First Amended and Restated Certificate of Incorporation of the Company.
4.2** Amended and Restated By-laws of the Company.
4.3*** Form of Common Stock Certificate.
4.4** 2000 Employee Stock Option Plan.
5.1 Opinion of Brown & Wood LLP.
23.1 Consent of Brown & Wood LLP (included as part of Exhibit 5.1).
23.2 Consent of BDO Seidman, LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of KPMG LLP.
23.5 Consent of KPMG LLP.
23.6 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on page 6).
* Previously filed as an exhibit to the Company's Form 10-K filed with the SEC
on March 31, 1999 and incorporated herein by reference.
** Previously filed as an exhibit to the Company's Form 10-K filed with the
SEC on March 29, 2000 and incorporated herein by reference.
*** Previously filed as an exhibit to the Registrant's registration statement
on Form S-3 (File No. 333-34246), filed on April 7, 2000, pursuant to the
Securities Act and incorporated herein by reference.
Item 9. Undertakings
The undersigned registrants hereby undertake:
(a) (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;
(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) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or 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 the 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) 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 that is incorporated by
reference in this registration statement shall deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.
(c) 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 provisions referred to in Item 6 of
this registration statement, 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, FrontLine
Capital Group 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 New York, State of New York, on July
24, 2000.
FRONTLINE CAPITAL GROUP
By: /s/ Scott H. Rechler
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(Scott H. Rechler)
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of FrontLine Capital Group hereby severally constitute Scott H.
Rechler and Michael Maturo, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement
filed herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable FrontLine Capital Group to comply with the provisions
of the Securities Act of 1933, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Scott H. Rechler` Chairman of the Board, President, Chief Executive Officer and July 24, 2000
--------------------- Director (principal executive officer)
(Scott H. Rechler)
/s/ Michael Maturo Executive Vice President, Treasurer and Chief Financial Officer July 24, 2000
------------------- (principal financial officer and principal accounting officer)
(Michael Maturo)
/s/ Roger M. Rechler Director July 24, 2000
----------------------
(Roger M. Rechler)
/s/ Mitchell D. Rechler Secretary and Director July 24, 2000
-------------------------
(Mitchell D. Rechler)
/s/ Paul F. Amoruso Director July 24, 2000
---------------------
(Paul F. Amoruso)
/s/ Ronald Cooper Director July 24, 2000
------------------
(Ronald Cooper)
/s/ Douglas A. Sgarro Director July 24, 2000
-----------------------
(Douglas A. Sgarro)
-------------------- Director
(Sidney Braginsky)
</TABLE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
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<S> <C> <C>
4.1* First Amended and Restated Certificate of Incorporation of the Company.
4.2** Amended and Restated By-laws of the Company.
4.3*** Form of Common Stock Certificate.
4.4** 2000 Employee Stock Option Plan.
5.1 Opinion of Brown & Wood LLP. 8
23.1 Consent of Brown & Wood LLP (included as part of Exhibit 5.1).
23.2 Consent of BDO Seidman, LLP. 9
23.3 Consent of Ernst & Young LLP. 10
23.4 Consent of KPMG LLP. 11
23.5 Consent of KPMG LLC. 12
23.6 Consent of PricewaterhouseCoopers LLP. 13
24 Power of Attorney (included on page 6).
</TABLE>
* Previously filed as an exhibit to the Company's Form 10-K filed with the SEC
on March 31, 1999 and incorporated herein by reference.
** Previously filed as an exhibit to the Company's Form 10-K filed with the
SEC on March 29, 2000 and incorporated herein by reference.
*** Previously filed as an exhibit to the Registrant's registration statement
on Form S-3 (File No. 333-34246) filed on April 7, 2000 pursuant to the
Securities Act and incorporated herein by reference.
