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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 1999
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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COSTAR GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7375 52-2091509
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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7475 Wisconsin Avenue
Bethesda, Maryland 20814
(301) 215-8300
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
COSTAR GROUP, INC.
1998 STOCK INCENTIVE PLAN (AS AMENDED)
(Full Title of the Plan)
ANDREW C. FLORANCE Copy to:
President and Chief Executive Officer MICHAEL K. ISENMAN, ESQ.
CoStar Group, Inc. Shea & Gardner
7475 Wisconsin Avenue 1800 Massachusetts Avenue, NW
Bethesda, Maryland 20814 Washington, D.C. 20036
(301) 215-8300 (202) 828-2000
Fax: (301) 718-2444 Fax: (202) 828-2195
(Name, address, and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
To Be To Be Offering Price Per Aggregate Offering Registration
Registered Registered Share (1) Price (1) Fee (1)
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<S> <C> <C> <C> <C>
Common Stock 600,000 shares $22.94 $13,764,000 $3,634
$.01 par value
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(1) Pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, as
amended, the Registrant has computed the maximum offering price for the 600,000
shares to be registered solely for the purpose of computing the registration fee
by reference to the average of the high and low sale prices for the Registrant's
Common Stock on the NASDAQ National Market, on December 2, 1999, which was
$22.94 per share.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
This Registration Statement on Form S-8 is being filed in accordance with
General Instruction E to Form S-8 for the purpose of registering an
additional 600,000 shares of the Registrant's Common Stock to be issued
pursuant to the Registrant's 1998 Stock Incentive Plan (as Amended) (the
"Plan"). The Registration Statement on Form S-8 previously filed with the
Commission relating to the Plan (File No. 333-82599, as filed with the
Commission on July 9, 1999) is incorporated herein by reference.
ITEM 8. EXHIBITS
The exhibits filed as a part of this Registration Statement are set forth
in the Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Bethesda, State of Maryland, on December 2,
1999.
COSTAR GROUP, INC.
By: /s/
---------------------------------
Andrew C. Florance
Chief Executive Officer and
President
KNOW ALL PERSONS BY THESE PRESENT, that each individual whose signature
appears below constitutes and appoints Andrew C. Florance and Frank A. Carchedi
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement, and
to file the same, with all exhibits thereto and to all 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 confirming all that said attorneys-in-fact
and agents or any of them, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this report has been signed by the following persons in the capacities indicated
on the dates indicated.
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<CAPTION>
SIGNATURE CAPACITY DATE
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<S> <C> <C>
/s/ Chairman of the Board December 2, 1999
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Michael R. Klein
/s/ Chief Executive Officer and December 2, 1999
- ------------------------------ President, and a Director
Andrew C. Florance (Principal Executive Officer)
/s/ Chief Financial Officer (Chief December 3, 1999
- ------------------------------ Financial and Accounting
Frank A. Carchedi Officer)
/s/ Director November 29, 1999
- ------------------------------
David Bonderman
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<S> <C> <C>
/s/ Director November 24, 1999
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Warren H. Haber
Director December __, 1999
- ------------------------------
John Simon
/s/ Director November 29, 1999
- ------------------------------
Josiah Low, III
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INDEX TO EXHIBITS
Exhibit
No. Description
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4.1 -- Restated Certificate of Incorporation (Incorporated by
reference to Exhibit 3.1 to Amendment No. 4 to the
Registration Statement on Form S-1 of the Registrant (Reg.
No. 333-47953) filed with the Commission on June 30, 1998
(the "1998 Form S-1")).
4.2 -- Certificate of Amendment of Restated Certificate of
Incorporation (Incorporated by reference to Exhibit 3.1 to
the Quarterly Report for the Period Ended June 30, 1999 on
Form 10-Q (File No. 0-24531), filed with the Commission on
August 11, 1999).
4.3 -- Amended and Restated By-Laws (Incorporated by reference to
Exhibit 3.2 to the 1998 Form S-1).
4.4 -- Specimen Common Stock Certificate (Incorporated by
reference to Exhibit 4.1 to the 1998 Form S-1).
4.5 -- CoStar Group, Inc. 1998 Stock Incentive Plan (as Amended)
(Incorporated by reference to Exhibit 10.1 to the Quarterly
Report for the Period Ended September 30, 1999 on Form 10-Q
(File No. 0-24531), filed with the Commission on November
15, 1999).
5.1* -- Opinion of Shea & Gardner.
23.1* -- Consents of Ernst & Young LLP, Independent Auditors.
23.2* -- Consent of Shea & Gardner (Contained in Exhibit 5.1).
24.1 -- Powers of Attorney (Included in the Signature Pages to the
Registration Statement).
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* Filed herewith
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Exh. 5.1
Shea & Gardner
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1872
(202) 828-2000
FAX: (202) 828-2195
December 3, 1999
CoStar Group, Inc.
7475 Wisconsin Avenue
Bethesda, Maryland 20814
Re: Registration Statement on Form S-8
Ladies & Gentlemen:
We have acted as counsel to CoStar Group, Inc., a Delaware Corporation
(the "Company") in connection with various securities and other matters that the
Company refers to us from time to time. At the Company's request, we have
examined:
(i) a registration statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act"), to be filed by
the Company with the Securities and Exchange Commission in order to
register 600,000 shares of the Company's Common Stock, $0.01 par value
per share (the "Shares");
(ii) the CoStar Group, Inc. 1998 Stock Incentive Plan (as Amended) as
filed with the Securities and Exchange Commission on November 15, 1999 as
Exhibit 10.1 to the Company's Quarterly Report for the Period Ended
September 30, 1999 on Form 10-Q (the "Plan"); and
(iii) such documents and records of the Company and other documents as we
have deemed relevant and necessary for the purpose of this opinion.
The shares to be registered under the Registration Statement are to be issued
under the Plan.
In giving this opinion, we have assumed the genuineness of all signatures
on all documents, the conformity to the originals of all documents submitted to
us as copies and the authenticity of the originals of such copies, and the
authenticity of all documents submitted to us as originals.
Based upon and subject to the foregoing, we are of the opinion that when
the Registration Statement has become effective under the Act and the Shares
have been issued and paid for pursuant to the terms of the Registration
Statement and the Plan, such shares will be validly issued, fully paid, and
nonassessable.
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CoStar Group, Inc.
December 3, 1999
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SHEA & GARDNER
By: /s/
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Michael K. Isenman
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-______) pertaining to the CoStar Group, Inc. 1998 Stock Incentive
Plan, as Amended, of our report dated February 12, 1999, with respect to the
consolidated financial statements of CoStar Group, Inc. (formerly Realty
Information Group, Inc.) included in its Annual Report (Form 10-K) for the year
ended December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
McLean, Virginia
December 3, 1999
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in CoStar Group, Inc.'s (formerly
Realty Information Group, Inc.) Registration Statement (Form S-8 No. 333-______)
pertaining to the CoStar Group, Inc. 1998 Stock Incentive Plan, as Amended, of
our report dated February 5, 1999, with respect to the financial statements of
LeaseTrend, Inc. included in CoStar Group, Inc.'s Annual Report (Form 10-K) for
the year ended December 31, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
McLean, Virginia
December 3, 1999
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in CoStar Group, Inc.'s (formerly
Realty Information Group, Inc.) Registration Statement (Form S-8 No. 333-______)
pertaining to the CoStar Group, Inc. 1998 Stock Incentive Plan, as Amended, of
our report dated February 5, 1999, with respect to the financial statements of
Jamison Research, Inc. included in CoStar Group, Inc.'s Annual Report (Form
10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
McLean, Virginia
December 3, 1999
