AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
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.)
--------------------------
345 PARK AVENUE
NEW YORK, NEW YORK 10154
(212) 754-5560
(Address of Principal Executive Offices) (Zip Code)
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NONEMPLOYEE DIRECTORS STOCK COMPENSATION 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)
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(2) PRICE (2) FEE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A common stock,
par value $.01 per share....... 45,000 shares $15.375 $691,875.00 $182.66
- ---------------------------------------------------------------------------------------------------------------
(1) This registration statement covers 0.5 percent of the outstanding
shares of class A common stock, par value $0.01 per share of the Registrant
consisting of the aggregate number of shares which may be acquired by
nonemployee members of the board of directors of BlackRock, Inc. who elect
to receive common stock in lieu of cash compensation under the Registrant's
Nonemployee Directors Stock Compensation Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
with Rule 457(h) under the Securities Act of 1933 as follows: in the case
of shares of common stock for which the Plan has not yet been exercised and
the price per share of which is therefore unknown, the fee is calculated 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 January 5, 2000
(within 5 business days prior to filing this registration statement).
</TABLE>
PART I
The information called for by Part I of this registration statement
on Form S-8 is included in the description of the BlackRock, Inc.
Nonemployee Directors Stock Compensation Plan (the "Plan") to be delivered
to persons eligible to participate in the Plan. 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 final prospectus filed on October 1, 1999
pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the
"Securities Act").
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1999.
(3) 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.
(4) The Registrant's Current Report on Form 8-K, dated October 27,
1999.
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 4. DESCRIPTION OF SECURITIES
Not Applicable.
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.
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 BlackRock 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 BlackRock's
Amended and Restated Certificate of Incorporation provides that (1)
BlackRock is required to indemnify its directors and officers to the
fullest extent authorized or permitted by law, subject to certain very
limited exceptions; (2) BlackRock 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) BlackRock 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, BlackRock's Amended and Restated
Bylaws, 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, BlackRock's Amended and Restated
Bylaws provides BlackRock 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
3.1* Amended and Restated Certificate of Incorporation of the
Registrant.
3.2* Amended and Restated By-Laws of the Registrant.
4.1* Specimen of Common Stock Certificate (per class).
5.0 Opinion of Robert P. Connolly.
10.2* 1999 Stock Award Incentive Plan.
10.3* 1999 Annual Incentive Performance Plan.
10.4* Nonemployee Directors Stock Compensation Plan.
10.7* Registration Rights Agreement, dated as of October 6, 1999, by
and among BlackRock, Inc., PNC Asset Management, Inc. and
certain individuals listed therein.
23.1 Consent of Robert P. Connolly (included with Exhibit 5.0).
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 Securities and Exchange Commission on May
13, 1999, and declared effective on September 30, 1999.
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 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 registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York County, New York, on this 7th day of
January, 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 of 1933, as amended, and to file the same, with all
exhibits thereto, and the other documents in connection therewith, with the
Securities and Exchange 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 of 1933, 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 January 7, 2000
- ----------------------------- Directors and Chief
Laurence D. Fink Executive Officer
(Principal Executive
Officer)
/s/ Paul L. Audet Managing Director, Chief January 7, 2000
- --------------------------- Financial Officer
Paul L. Audet (Principal Financial and
Accounting Officer)
/s/ Ralph L. Schlosstein Director and President January 7, 2000
- ----------------------------
Ralph L. Schlosstein
/s/ Walter E. Gregg, Jr. Director January 7, 2000
- -----------------------------
Walter E. Gregg, Jr.
/s/ James Grosfeld Director January 7, 2000
- ------------------------------
James Grosfeld
/s/ Frank T. Nickell Director January 7, 2000
- ------------------------------
Frank T. Nickell
/s/ Thomas H. O'Brien Director January 7, 2000
- ------------------------------
Thomas H. O'Brien
/s/ Helen P. Pudlin Director January 7, 2000
- ------------------------------
Helen P. Pudlin
/s/ James E. Rohr Director January 7, 2000
- ------------------------------
James E. Rohr
/s/ Lawrence M. Wagner Director January 7, 2000
- ------------------------------
Lawrence M. Wagner
EXHIBIT 5.0
BLACKROCK, INC.
345 PARK AVENUE
NEW YORK, NY 10154
January 7, 2000
BlackRock, Inc.
345 Park Avenue
New York, New York 10154
Ladies and Gentlemen:
I am general counsel of BlackRock, Inc., a Delaware corporation
(the "Company"). In connection with the issuance and sale from time to time
by the Company of up to 45,000 shares of class A common stock, par value
$0.01 per share, of the Company (the "Common Stock") pursuant to the
Company's Nonemployee Directors Stock Purchase Plan (the "Plan"), I have
examined and am familiar with originals or copies, certified or otherwise
identified to my satisfaction, of (i) the Registration Statement on Form
S-8 relating to an aggregate of 45,000 shares of Common Stock (the
"Registration Statement"), (ii) the Plan, as approved by the Board of
Directors of the Company (the "Board"), (iii) the Amended and Restated
Certificate of Incorporation of the Company, as amended to date, (iv) the
Amended and Restated By-laws of the Company, as amended to date, (v)
resolutions of the Board relating to the proposed issuance and registration
of an aggregate of 45,000 shares of Common Stock, and (vi) such other
documents as I have deemed necessary or appropriate as a basis for the
opinion set forth herein.
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Securities Act").
I am admitted to the bar in the State of New York, and I do not
express any opinion as to the laws of any other jurisdiction other than the
General Corporation Law of the State of Delaware and the laws of the United
States of America to the extent referred to specifically herein.
Based upon the foregoing, I am of the opinion that:
(1) The 45,000 shares of Common Stock reserved for issuance pursuant to
the Plan as of the date hereof (prior to any adjustment for subsequent
events pursuant to the Plan) have been duly authorized and, when so
issued in accordance with the terms of the Plan, will be validly
issued, fully paid and non-assessable; and
(2) The obligations of the Company under the Plan are binding obligations
of the Company.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission (the "Commission") as Exhibit 5.0 to the
Registration Statement. I also consent to be named in the Registration
Statement under the heading "Interests of Named Experts and Counsel". In
giving this consent, I do not thereby admit that I am included in the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Robert P. Connolly
Robert P. Connolly
General Counsel
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Nonemployee Directors Stock Compensation Plan
of our report dated February 26, 1999, with respect to the consolidated
financial statements of BlackRock, Inc. in its Registration Statement (Form
S-1 No. 333-78367) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
January 6, 2000
