AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 2000
REGISTRATION NO. 333-_________
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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BLACKROCK, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 51-0380803
(State of Incorporation) (I.R.S. Employer Identification No.)
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345 PARK AVENUE
NEW YORK, NEW YORK 10154
(212) 754-5560
(Address of Principal Executive Offices) (Zip Code)
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THE PNC FINANCIAL SERVICES GROUP, INC. INCENTIVE SAVINGS PLAN
(Full Titles of the Plans)
--------------------------
ROBERT P. CONNOLLY
MANAGING DIRECTOR AND GENERAL COUNSEL
BLACKROCK, INC.
345 PARK AVENUE
NEW YORK, NEW YORK 10154
(212) 754-5560
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
--------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered (1) Per Share(2) Price (2) Fee (3)
=====================================================================================================================
<S> <C> <C> <C> <C>
Class A common stock, par value
$0.01 per share............... 500,000 $ 46 3/8 $ 23,187,500 $ 6,122
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(1) The shares of class A common stock, par value $0.01 per share of
BlackRock, Inc. (the "Registrant") shown in the table above consists of
500,000 shares which represent shares of class A common stock issuable
pursuant to The PNC Financial Services Group, Inc. Incentive Savings Plan,
as amended (the "ISP"). The maximum number of shares which may be issued
under the ISP are subject to adjustment upon the occurrence of
certain events pursuant to the ISP. Accordingly, pursuant to Rule 416 under
the Securities Act of 1933, as amended (the "Securities Act"), this
registration statement includes, in addition to the number of shares stated
above, an indeterminate number of shares which may be subject to grant or
otherwise issuable after the occurrence of any such corporate transaction
or event.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act on the basis of the average
of the high and low sale prices per share of common stock as quoted on The
New York Stock Exchange on November 17, 2000 (within 5 business days
prior to filing this registration statement).
(3) Calculated by multiplying the aggregate offering amount by .000264.
</TABLE>
EXPLANATORY STATEMENT
This Registration Statement on Form S-8 registers 500,000 shares
of Class A Common Stock of BlackRock, Inc. (the "Registrant"), par value
$.01 per share (the "Common Stock"), for issuance pursuant to The PNC
Financial Services Group, Inc. Incentive Savings Plan, as amended (the
"ISP").
A copy of the Determination Letter of the Internal Revenue Service
(the "IRS"), whereby the IRS determined that the ISP met the qualifications
of Section 401(a) of the Internal Revenue Code of 1986, as amended, has
been filed as Exhibit 5.2 to this Form S-8.
PART I
The information called for by Part I of this Registration
Statement on Form S-8 is included in the descriptions of the ISP to be
delivered to persons eligible to participate in the ISP. Pursuant to the
Note to Part I of Form S-8, this information is not being filed with or
included in this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the Registrant
with the Securities and Exchange Commission (the "Commission"), pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement as of their
respective dates.
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999; the Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2000, June 30, 2000 and September 30, 2000;
and the Registrant's Current Reports on Form 8-K dated January 20, 2000,
April 17, 2000, July 13, 2000 and October 13, 2000.
(2) The Registrant's Form 8-A filed on September 15, 1999,
pursuant to Section 12(b) of the Exchange Act, including any amendment or
reports filed for the purpose of updating such information.
All documents filed or subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after
the date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities described
herein 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 a part hereof from the date of filing of
such documents with the Commission. Any statement in a document
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 superseded, to constitute a
part of this registration statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the shares of Common Stock to be
registered in connection with this Registration Statement will be passed
upon by Robert P. Connolly, Managing Director and General Counsel of the
Registrant.
Mr. Connolly beneficially owns options, which are currently
exercisable, to purchase 4,166 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL")
authorizes a corporation's board of directors to grant indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act.
As permitted by Delaware law, the Registrant's Amended and
Restated Certificate of Incorporation includes a provision that eliminates,
to the maximum extent permitted by Delaware law, the personal liability of
its directors for monetary damages for breach of fiduciary duty as a
director. This provision in the Amended and Restated Certificate of
Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach
of the director's duty of loyalty to the Registrant for acts or omissions
not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does
not affect a director's responsibilities under any other law, such as the
federal securities laws or state or federal environmental laws.
As permitted by Delaware law, Article Seventh of the Registrant's
Amended and Restated Certificate of Incorporation provides that (1) the
Registrant is required to indemnify its directors and officers to the
fullest extent authorized or permitted by law, subject to certain very
limited exceptions; (2) the Registrant is permitted, to the extent
authorized by its board of directors, to provide rights to indemnification
to its employees and agents similar to those conferred to its directors and
officers; (3) the Registrant is required to advance expenses, as incurred,
to its directors and officers in connection with a legal proceeding to the
fullest extent permitted by Delaware law, subject to certain very limited
exceptions; and (4) the rights conferred in the Amended and Restated
Certificate of Incorporation are not exclusive.
As permitted by Delaware law, the Registrant's Amended and
Restated Bylaws, as amended, a copy of which is filed as Exhibit 3.4 to the
Registration Statement on Form S-1, File No. 333-78367, which is
incorporated herein by reference, provides that BlackRock is required to
indemnify its directors and officers to the fullest extent authorized by
the DGCL, subject to certain very limited exceptions. The rights to
indemnification conferred in the Amended and Restated Bylaws are not
exclusive.
As permitted by the Delaware law, the Registrant's Amended and
Restated Bylaws provides the Registrant with the authority to purchase
insurance covering the company's directors and officers against any such
expense, liability or loss asserted against them in their capacity as such.
ITEM 8. EXHIBITS.
3.1* Amended and Restated Certificate of Incorporation of the
Registrant.
3.2* Amended and Restated Bylaws of the Registrant.
3.3** Amendment No. 1 to the Amended and Restated Bylaws of the Registrant.
4.1* Specimen of Common Stock Certificate (per class).
5.1 Opinion of Robert P. Connolly.
5.2 Determination Letter of the Internal Revenue Service, dated June
21, 1995, with respect to The PNC Financial Services Group, Inc.
Incentive Savings Plan.
23.1 Consent of Robert P. Connolly (included with Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included on the signature page).
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* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (Registration Number 333-78367), as amended,
originally filed with the Commission on May 13, 1999, and declared
effective on September 30, 1999.
** Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999, filed on March 28,
2000.
ITEM 9. REQUIRED 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;
(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
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(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 with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 New York County, New York, on this 20th day
of November, 2000.
BLACKROCK, INC.
By: /s/ Laurence D. Fink
--------------------------------
Laurence D. Fink
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ralph L. Schlosstein, Paul L. Audet
and Robert P. Connolly, his true and lawful attorney-in-fact and agent,
each acting alone, with full power of substitution and resubstitution for
him and in his name, place and stead, in any and all capacities to sign the
registration statement on Form S-8 to be filed in connection with the
offerings of ordinary shares of BlackRock, Inc. and any and all amendments
(including post-effective amendments) to this registration statement, and
any subsequent registration statement filed pursuant to Rule 462(b) under
the Securities Act, as amended, and to file the same, with all exhibits
thereto, and the other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent, each acting
alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact or his substitutes,
each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
/s/ Laurence D. Fink Chairman of the Board of November 20, 2000
-------------------- Directors and Chief
Laurence D. Fink Executive Officer
(Principal Executive
Officer)
/s/ Paul L. Audet Managing Director, Chief November 20, 2000
------------------------- Financial Officer
Paul L. Audet (Principal Financial
and Accounting Officer)
/s/ Ralph L. Schlosstein Director and President November 20, 2000
-------------------------
Ralph L. Schlosstein
/s/ Murry Gerber Director November 20, 2000
--------------------------
Murry Gerber
/s/ Walter E. Gregg, Jr. Director November 20, 2000
--------------------------
Walter E. Gregg, Jr.
/s/ James Grosfeld Director November 20, 2000
-------------------------
James Grosfeld
/s/ Frank T. Nickell Director November 20, 2000
------------------------
Frank T. Nickell
/s/ Thomas H. O'Brien Director November 20, 2000
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Thomas H. O'Brien
/s/ Helen P. Pudlin Director November 20, 2000
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Helen P. Pudlin
/s/ James E. Rohr Director November 20, 2000
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James E. Rohr
/s/ Lawrence M. Wagner Director November 20, 2000
-------------------------
Lawrence M. Wagner
EXHIBIT INDEX
3.1* Amended and Restated Certificate of Incorporation of the
Registrant.
3.2* Amended and Restated Bylaws of the Registrant.
3.3** Amendment No. 1 to the Amended and Restated Bylaws of the
Registrant.
4.1* Specimen of Common Stock Certificate (per class).
5.1 Opinion of Robert P. Connolly.
5.2 Determination Letter of the Internal Revenue Service, dated June
21, 1995, with respect to The PNC Financial Services Group, Inc.
Incentive Savings Plan.
23.1 Consent of Robert P. Connolly (included with Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included on the signature page).
-------------------------
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (Registration Number 333-78367), as amended,
originally filed with the Commission on May 13, 1999, and declared
effective on September 30, 1999.
** Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999, filed on March 28,
2000.
