<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2000
REGISTRATION NO. 333-37504
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ICON INCOME FUND EIGHT
ICON INCOME FUND EIGHT A L.P., A DELAWARE LIMITED PARTNERSHIP ("FUND EIGHT A")
(Exact name of registrant as specified in governing instruments)
DELAWARE
(State or other jurisdiction of incorporation or organization)
7394
(Primary Standard Industrial Classification Code Number)
FUND EIGHT A [13-4006824]
(I.R.S. Employer Identification Numbers)
111 CHURCH STREET, WHITE PLAINS, NEW YORK 10601 (914) 993-1700
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
LOUIS J.C. CUSANO, SENIOR VICE PRESIDENT AND COUNSEL
ICON Capital Corp.
599 Lexington Avenue
Suite 2705
New York, New York 10022
(212) 418-4705
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Joseph S. Radovsky, Esq.
Adam P. Siegman, Esq.
Greene Radovsky Maloney & Share LLP
Four Embarcadero Center, Suite 4000
San Francisco, California 94111
(counsel to registrant)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM OFFERING MAXIMUM
TITLE OF EACH CLASS OF TO BE PRICE PER AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Units of Limited Partnership
Interests................... 19,203 $100 $1,920,300 $507
</TABLE>
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THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ON SUCH DATE AS
THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. *
ITEM 14. *
ITEM 15. *
ITEM 16.
(a) Exhibits. See Exhibits Index.
(b) Financial Statement Schedules.
All schedules have been omitted as the requested information is
inapplicable or is presented in the Prospectus (including the
supplement), in the balance sheets, financial statements or related
notes.
ITEM 17. *
* Filed in Amendment No. 2 to the S-1 Registration Statement of ICON Income Fund
Eight, Registration No. 333-54011 filed on September 18, 1998 and is
incorporated herein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this S-1 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the locations and on the dates
indicated.
<TABLE>
<S> <C> <C>
ICON INCOME FUND EIGHT,
ICON INCOME FUND EIGHT A L.P.
(a Delaware limited partnership)
By: ICON CAPITAL CORP.,
General Partner
By: /s/ PAUL B. WEISS
-----------------------------------------
Paul B. Weiss,
PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated, on this 23rd day of May,
2000.
<TABLE>
<CAPTION>
SIGNATURES TITLE(S)
---------- --------
<C> <S>
/s/ BEAUFORT J. B. CLARKE Chief Executive Officer and Chairman of ICON
------------------------------------------- Capital Corp., the General Partner of the
Beaufort J. B. Clarke Registrant
/s/ PAUL B. WEISS
------------------------------------------- President of ICON Capital Corp.
Paul B. Weiss
/s/ THOMAS W. MARTIN
------------------------------------------- Executive Vice President, Treasurer and
Thomas W. Martin Director of ICON Capital Corp.
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
EXHIBITS
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ICON INCOME FUND EIGHT
<PAGE>
ICON INCOME FUND EIGHT
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- --------------------- ----------- --------
<S> <C> <C>
1. Underwriting agreements.
1.1 Form of Dealer-Manager Agreement(4)
1.2 Form of Selling Dealer Agreement(1)
4. Instruments defining the rights of security holders
4.1 The Partnerships' Amended and Restated Agreement of
Limited Partnership is included as Exhibit A to the
Prospectus
4.2 The Subscription Agreement, including the Limited
Partner Signature Page and Power of Attorney, is included
as Exhibit C to the Prospectus
4.3 Copy of Fund Eight A's Certificate of Limited
Partnership filed with the Delaware Secretary of State on
June 9, 1997(1)
5. Opinion re legality
5.1 Opinion of Greene Radovsky Maloney & Share LLP with
respect to securities being registered
8. Opinion re tax matters
8.1 Opinion of Greene Radovsky Maloney & Share LLP with
respect to certain tax matters
10. Material Contracts
10.2 Escrow Agreement(3)
23. Consents of experts and counsel
23.1 Consent of KPMG LLP(5)
23.2 Consent of Greene Radovsky Maloney & Share LLP appears
in that firm's opinion (Exhibit 5.1) and is incorporated
herein by reference
23.3 Consent of Greene Radovsky Maloney & Share LLP appears
in that firm's opinion(5)
24. Power of Attorney
24.1 Powers of Attorney(1)
</TABLE>
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(1) Filed as an Exhibit to the S-1 Registration Statement of ICON Income Fund
Eight, Registration No. 333-54011, filed on May 29, 1998 and is incorporated
herein by reference.
(2) Filed as an Exhibit to Amendment No. 1 to the S-1 Registration Statement of
ICON Income Fund Eight, Registration No. 333-54011, filed on July 24, 1998
and is incorporated herein by reference.
(3) Filed as an Exhibit to Amendment No. 2 to the S-1 Registration Statement of
ICON Income Fund Eight, Registration No. 333-54011, filed on September 18,
1998 and is incorporated herein by reference.
(4) Filed as an Exhibit to Post-Effective Amendment No. 1 to the S-1
Registration Statement of ICON Income Fund Eight, Registration
No. 333-54011, filed on January 29, 1999 and is incorporated herein.
(5) Filed as an Exhibit to the S-1 Registration Statement filed on May 19, 2000
and is incorporated herein by reference.
<PAGE>
EXHIBIT 5.1
OPINION OF COUNSEL
RE SECURITIES
<PAGE>
GREENE RADOVSKY MALONEY & SHARE LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
FOUR EMBARCADERO CENTER
SUITE 4000
SAN FRANCISCO, CA 94111-4106
TELEPHONE: (415) 981-1400
FACSIMILE: (415) 777-4961
May 23, 2000
ICON Capital Corp.
111 Church Street
White Plains, NY 10601
Ladies and Gentlemen:
We have acted as counsel to ICON Capital Corp., a Connecticut corporation
("ICON"), in connection with the offering of Units (as hereinafter defined) in
ICON Income Fund Eight A L.P., a Delaware limited partnership ("ICON Eight A")
which has been formed as a Delaware limited partnership. ICON Eight A is
hereinafter referred to as the "Partnership."
We have participated in the preparation of this Registration Statement on
Form S-1 (such Registration Statement, as amended, being referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), to be filed with the Securities and Exchange Commission (the
"Commission") on or about the date hereof covering a registered rescission offer
for 19,203 units (the "Units") of limited partnership interests in the
Partnership. We have examined (i) the Certificate of Limited Partnership of ICON
Eight A, as amended to date, (ii) the Agreement of Limited Partnership of ICON
Eight A dated as of May (the "ICON Eight A Partnership Agreement"), as amended
to date, (iii) the Prospectus constituting part of the Registration Statement
(the "Prospectus"), and such other documents pertaining to the Partnership as we
have deemed necessary or appropriate for purposes of rendering this opinion. In
such examination, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such copies.
Based upon and subject to the foregoing, and assuming that the rescission
offer for the Units will be made in accordance with the terms and conditions
stated in the Registration Statement, we are of the opinion that to the extent a
unit holder does not tender its units within one year of its original purchase
of the units which are the subject of the rescission offer, such Units will be
duly authorized, fully paid and non-assessable.
<PAGE>
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the General Rules and Regulations of the Commission.
Very truly yours
GREENE RADOVSKY MALONEY & SHARE LLP
