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As filed with the Securities and Exchange Commission on September 22, 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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NEW VALLEY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 100 S. E. SECOND STREET 13-5482050
(STATE OR OTHER JURISDICTION OF MIAMI, FLORIDA 33131 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (305) 579-8000 IDENTIFICATION NUMBER)
(ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE
OFFICES)
</TABLE>
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2000 LONG-TERM INCENTIVE PLAN
NON-EMPLOYEE DIRECTORS STOCK OPTION PROGRAM
(FULL TITLE OF THE PLANS)
--------------------
RICHARD J. LAMPEN
EXECUTIVE VICE PRESIDENT
NEW VALLEY CORPORATION
100 S.E. SECOND STREET
MIAMI, FLORIDA 33131
(305) 579-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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======================================= ================= ================ ================= ================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE OFFERING FEE
PER SECURITY PRICE
--------------------------------------- ----------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
COMMON SHARES, PAR VALUE 1,196,299 $3.88 (1) $4,641,640 (1) $1,225
$.01 PER SHARE; TO BE ISSUED
UNDER 2000 LONG-TERM
INCENTIVE PLAN
COMMON SHARES, PAR VALUE 1,303,771 $4.53 (2) $5,906,083 (2) $1,559
$.01 PER SHARE; AVAILABLE FOR
ISSUANCE UNDER 2000 LONG-
TERM INCENTIVE PLAN
COMMON SHARES, PAR VALUE 40,000 $4.69 (1) $187,600 (1) $50
$.01 PER SHARE; TO BE ISSUED
UNDER NON-EMPLOYEE
DIRECTORS STOCK OPTION
PROGRAM
COMMON SHARES, PAR VALUE 160,000 $4.53 (2) $724,800 (2) $191
$.01 PER SHARE; AVAILABLE FOR
ISSUANCE UNDER NON-
EMPLOYEE DIRECTORS STOCK
OPTION PROGRAM
TOTAL 2,700,000 $11,460,123 $3,025
SHARES
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</TABLE>
(1) The registration fee for the Common Shares to be issued pursuant to
outstanding options under each stock plan was calculated in accordance
with Rule 457(h) of the Securities Act based upon the price per share
at which the options may be exercised.
(2) Estimated in accordance with Rule 457(c) of the Securities Act solely
for the purpose of calculating the registration fee based upon the
average of the high and low prices of the Common Shares as reported on
the OTC Electronic Bulletin Board on September 19, 2000.
(3) This Registration Statement also relates to such indeterminate number
of additional Common Shares of the Registrant as may be issuable as a
result of stock splits, stock dividends, recapitalizations, mergers,
reorganizations, combinations or exchange of shares or other similar
events.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange Commission
(the "SEC").
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the SEC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by New Valley Corporation
(the "Registrant") with the SEC (File No. 1-2493) are incorporated herein by
reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
2. All other reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
fiscal year covered by the document referred to in (1) above.
3. The description of the Registrant's Common Shares contained in its Current
Report on Form 8-K, filed with the SEC on September 22, 2000, including all
amendments and reports filed for the purpose of updating such descriptions.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statements contained in this Registration Statement, or in a document
incorporated or deemed to be 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 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.
Richard J. Lampen, Executive Vice President and General Counsel of the
Registrant, holds options to purchase 227,000 shares of Common Stock of Vector
Group Ltd., the Registrant's parent, at $4.76 per share and options to purchase
100,000 shares of such Common Stock at $15.44 per share.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law and Article Seventh
of the Registrant's Amended and Restated Certificate of Incorporation and
Article V of the Registrant's By-Laws provide for indemnification of the
Registrant's directors and officers in a variety of circumstances, which may
include liabilities under the Securities Act of 1933.
Section 102 of the Delaware General Corporation Law allows a corporation
to eliminate the personal liability of a director of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his fiduciary duty as a director, except in the case where the director (i)
breaches his duty of loyalty, (ii) fails to act in good faith, engages in
intentional misconduct or knowingly violates a law, (iii) authorized the payment
of a dividend or approves a stock repurchase in violation of the Delaware
General Corporate Law or (iv) obtains an improper personal benefit. Article
Eighth of the Registrant's Amended and Restated Certificate of Incorporation
includes a provision which eliminates directors' personal liability to the full
extent permitted under the Delaware General Corporation Law, as the same exists
or may hereafter be amended.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
EXHIBIT
(a) NO. DESCRIPTION
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4.1 New Valley Corporation 2000 Long-Term Incentive Plan
(incorporated by reference to Appendix A to the
Registrant's Proxy Statement dated April 18, 2000).
4.2 New Valley Corporation Non-Employee Directors Stock
Option Program (incorporated by reference to Appendix
B to the Registrant's Proxy Statement dated April 18,
2000).
5.1 Opinion of Richard J. Lampen, Esq.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Richard J. Lampen, Esq. (included in
Exhibit 5.1).
24.1 Power of Attorney (included in the signature page
hereof).
Item 9. 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 of 1933, as amended (the "Securities Act");
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of the 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 the volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 (i) and (ii) do not apply if the information required
to be included in a post-effective amendment 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 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 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to any provision or arrangement whereby the
Registrant may indemnify any such directors, officers or controlling persons
against such liabilities, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 the City of Miami, and State of Florida, on the 21st day of
September, 2000.
NEW VALLEY CORPORATION
By: /s/ J. BRYANT KIRKLAND III
--------------------------------
J. Bryant Kirkland III
Vice President, Chief Financial
Officer and Treasurer
Each person whose signature appears below hereby authorizes Richard J.
Lampen, Marc N. Bell and J. Bryant Kirkland III, and each of them individually
(the "Agent"), with full power of substitution and resubstitution, to file one
or more amendments (including post-effective amendments) to the Registration
Statement which amendments may make such changes in the Registration Statement
as such Agent deems appropriate and each such person hereby appoints each such
Agent as attorney-in-fact to execute in the name and on behalf of each such
person, individually and in each capacity stated below, any such amendments to
the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on September 21, 2000.
/s/ BENNETT S. LEBOW Chairman of the Board of
----------------------------- Directors and Chief
Bennett S. LeBow Executive Officer
(Principal Executive Officer)
/s/ J. BRYANT KIRKLAND III Vice President, Chief Financial
----------------------------- Officer and Treasurer (Principal
J. Bryant Kirkland III Financial Officer and Principal
Accounting Officer)
/s/ HENRY C. BEINSTEIN Director
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Henry C. Beinstein
/s/ ARNOLD I. BURNS Director
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Arnold I. Burns
/s/ RONALD J. KRAMER Director
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Ronald J. Kramer
/s/ RICHARD J. LAMPEN Director
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Richard J. Lampen
/s/ HOWARD M. LORBER Director
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Howard M. Lorber
/s/ BARRY W. RIDINGS Director
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Barry W. Ridings
/s/ VICTOR M. RIVAS Director
-----------------------------
Victor M. Rivas
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