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As filed with the Securities and Exchange Commission on June 22, 2000
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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THE CORPORATE EXECUTIVE BOARD COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 2000 Pennsylvania Avenue, 52-2056410
(State or Other Jurisdiction N.W. Washington, D.C. 20006 (I.R.S. Employer
of Incorporation or Organization) Identification No.)
(Address of Principal Executive Offices Including Zip Code)
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THE CORPORATE EXECUTIVE BOARD COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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Copies to:
Clay M. Whitson Ronald O. Mueller, Esq.
The Corporate Executive Board Company Gibson, Dunn & Crutcher LLP
2000 Pennsylvania Avenue, N.W. 1050 Connecticut Avenue, N.W.
Washington, D.C. 20006 Washington, D.C. 20036
(202) 955-8500
(Name and Address of Agent For Service)
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(202) 777-5000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered/(1)/ Per Share/(2)/ Offering Price/(2)/ Registration Fee
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 525,000 shares N/A $28,153,125 $7,432.43
value $0.01 per
share
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</TABLE>
(1) Pursuant to Rule 416, there is also being registered such additional Common
Stock that become available under the foregoing plans in connection with
certain changes in the number of outstanding Common Stock because of events
such as recapitalizations, stock dividends, stock splits and reverse stock
splits, and any other securities with respect to which the outstanding
Shares are converted or exchanged.
(2) Estimated solely for the purpose of calculating the registration fee. The
registration fee has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933 based upon the average high and low prices for
the Common Stock on June 16, 2000, which was $53.625.
================================================================================
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information requested in Part I of this Registration Statement is
included in the prospectus for the Employee Stock Purchase Plan, which the
Registrant has excluded from this Registration Statement in accordance with the
instructions to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange
Commission ("Commission") are hereby incorporated by reference into this
Registration Statement:
1. The Corporate Executive Board Company's Annual Report on Form 10-K for
the year ended December 31, 1999.
2. The Corporate Executive Board Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000.
3. The description of the Common Stock set forth in the Registrant's
Registration Statement on Form 8-A (File No. 000-24799), filed with
the Commission on August 13, 1998, under which the Registrant
registered the Shares under Section 12(g) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act").
All reports and other documents that the Registrant subsequently files with
the Securities and Exchange Commission (the "Commission") pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment indicating that the Registrant has sold all of the
securities offered under this Registration Statement or that deregisters the
distribution of all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement from the date that
the Registrant files such report or document. Any statement contained in this
Registration Statement or any report or document incorporated into this
Registration Statement by reference, however, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in a subsequently dated report or document that is also
considered part of this Registration Statement, or in any amendment to this
Registration Statement, is inconsistent with such prior statement. The
Registrant's file number with the Commission is 000-24799.
Item 4. Description of Securities.
Inapplicable.
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Item 5. Interests of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
Section 145(a) of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his or her conduct was unlawful.
Section 145(b) of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if he or she acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to be
indemnified for such expenses which the court shall deem proper.
Section 145 of the Delaware General Corporation Law further provides that
(i) to the extent that a former or present director or officer of a corporation
has been successful in the defense of any action, suit or proceeding referred to
in subsections (a) and (b) or in the defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith;
(ii) indemnification provided for by Section 145 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; and (iii)
the corporation may purchase and maintain insurance on behalf of any present or
former director, officer, employee or agent of the corporation or any person who
at the request of the corporation was serving in such capacity for another
entity against any liability asserted against such person and incurred by him or
her in any such capacity or arising out of his or her status as such, whether or
not the corporation would have the power to indemnify him or her against such
liabilities under Section 145.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
our Certificate of Incorporation provides that a director shall not be liable to
The Corporate
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Executive Board Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. However, such provision does not eliminate or
limit the liability of a director for acts or omissions not in good faith or for
breaching his or her duty of loyalty, engaging in intentional misconduct or
knowingly violating a law, paying a dividend or approving a stock repurchase
which was illegal, or obtaining an improper personal benefit. In addition, our
Bylaws contain provisions indemnifying the directors, officers, employees and
agents of The Corporate Executive Board Company to the fullest extent permitted
by the Delaware General Corporation Law. Any indemnification under our Bylaws is
subject to a prior determination by a majority of the directors of The Corporate
Executive Board Company who are not party to the underlying action that the
person seeking indemnification has met the applicable standard of conduct.
Under the provisions of our Bylaws, expenses incurred by an officer or
director in defending a civil or criminal suit or proceeding shall be paid by
The Corporate Executive Board Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the person seeking indemnification to repay such amounts if it is ultimately
determined that he or she is not entitled to be indemnified.
We may, to the fullest extent permitted by the Delaware General
Corporation Law, purchase and maintain insurance on behalf of any officer,
director, employee or agent against any liability which may be asserted against
such person.
We have obtained a $10 million policy of directors' and officers'
liability insurance.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits.
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Exhibit No. Description
----------- ------------------------------------------------------------
4.1 Second Amended and Restated Certificate of Incorporation of
the Registrant as filed with the Secretary of State on
February 18, 1999, incorporated herein by reference to
Exhibit 3.1 of the Registrant's Registration Statement on
Form S-1 (File No. 333-59833 )
4.2 Amended and Restated Bylaws of the Registrant, incorporated
herein by reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-1 (File No. 333-59833)
5.1 Opinion of Gibson, Dunn & Crutcher, LLP
23.1 Consent of Gibson, Dunn & Crutcher, LLP (contained in
Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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");
(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 and 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 a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
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(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 (1)(a)(i) and (1)(a)(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 by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(b) 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.
(c) 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.
(2) 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 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.
(3) 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 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 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 Washington, District of Columbia, on this 21st day of
June, 2000.
THE CORPORATE EXECUTIVE BOARD COMPANY
By: /s/ James J. McGonigle
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Name: James J. McGonigle
Title: Chief Executive Officer
POWER OF ATTORNEY
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 date indicated. Each of the directors and/or officers of
the Registrant whose signature appears below hereby appoints James J. McGonigle
and Clay M. Whitson, and each of them severally as his attorney-in-fact to sign
his name and on his behalf, in any and all capacities stated below, and to file
with the Securities and Exchange Commission any and all amendments, including
post-effective amendments to this Registration Statement as appropriate, and
generally to do all such things in their behalf in their capacities as officers
and directors to enable Registrant to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission.
Name and Signature Title Date
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/s/ Jeffrey D. Zients Chairman of the Board of April 28, 2000
--------------------------- Directors
Jeffrey D. Zients
/s/ James J. McGonigle Chief Executive Officer and April 28, 2000
--------------------------- Director
James J. McGonigle (Principal Executive Officer)
/s/ Clay M. Whitson Chief Financial Officer April 28, 2000
--------------------------- (Principal Financial Officer and
Clay M. Whitson Principal Accounting Officer)
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/s/ Michael A. D'Amato Director April 28, 2000
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Michael A. D'Amato
/s/ Robert C. Hall Director April 28, 2000
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Robert C. Hall
/s/ David W. Kenny Director April 28, 2000
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David W. Kenny
/s/ Stephen G. Pagliuca Director April 28, 2000
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Stephen G. Pagliuca
/s/ Harold L. Siebert Director April 28, 2000
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Harold L. Siebert
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
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4.1 Second Amended and Restated Certificate of N/A
Incorporation of the Registrant as filed with
the Secretary of State on February 18, 1999,
incorporated herein by reference to Exhibit 3.1
of the Registrant's Registration Statement on
Form S-1 (File No. 333-59833)
4.2 Amended and Restated Bylaws of the Registrant, N/A
incorporated herein by reference to Exhibit 3.2
of the Registrant's Registration Statement on
Form S-1 (File No. 333-59833)
5.1 Opinion of Gibson, Dunn & Crutcher, LLP 9
23.1 Consent of Gibson, Dunn & Crutcher, LLP N/A
(contained in Exhibit 5.1)
23.2 Consent of Independent Public Accountants 10
24.1 Power of Attorney (included on the signature N/A
page of this Registration Statement)
8
