<PAGE>
As filed with the Securities and Exchange Commission on February 17, 2000
Registration No. 333-95779
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
THE CORPORATE EXECUTIVE BOARD COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 8742 52-2056410
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
---------------
The Corporate Executive Board Company
2000 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
(202) 777-5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------
Clay M. Whitson
The Corporate Executive Board Company
2000 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
(202) 777-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
<TABLE>
<S> <C>
Steven R. Finley, Esq. Thomas R. Brome, Esq.
Gibson, Dunn & Crutcher LLP Cravath, Swaine & Moore
200 Park Avenue 825 Eighth Avenue
New York, N.Y. 10166 New York, N.Y. 10019
(212) 351-4000 (212) 474-1000
</TABLE>
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to such
Section 8(a) may determine.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
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<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
1.1 --Form of Underwriting Agreement.**
3.1.1 --Second Amended and Restated Certificate of Incorporation.*
3.1.2 --Certificate of Retirement of the Class A Voting Common Stock and the
Class B Non-Voting Common Stock.***
3.2 --Amended and Restated Bylaws.*
4.1 --Specimen Common Stock Certificate.*
5.1 --Opinion of Gibson, Dunn & Crutcher LLP.**
10.1 --Employment Agreement, dated January 21, 1999, between the Company
and James J. McGonigle.*
10.2 --[Omitted]
10.3 --Employment Agreement, dated November 1, 1998, between the Company
and Clay M. Whitson.*
10.4 --Stock Option Agreement Pursuant to The Corporate Advisory Board
Company Stock-Based Incentive Compensation Plan, effective as of
October 31, 1997, between the Company and James J. McGonigle, as
amended on January 21, 1999.*
10.5 --Stock Option Agreement Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, effective as of
April 15, 1998, between the Company and Harold L. Siebert.*
10.6 --[Omitted]
10.7 --Stock Option Agreement Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, dated as of
November 1, 1998, between the Company and Clay M. Whitson.*
10.8 --Stock Option Agreement #1 Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, effective as of
October 31, 1997, between the Company and Michael A. D'Amato.*
10.9 --Stock Option Agreement #2 Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, effective as of
October 31, 1997, between the Company and Michael A. D'Amato.*
10.10 --Stock Option Agreement #1 Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, effective as of
October 31, 1997, between the Company and Jeffrey D. Zients.*
10.11 --Stock Option Agreement #2 Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, effective as of
October 31, 1997, between the Company and Jeffrey D. Zients.*
10.12 --Stock Option Agreement Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, effective as of
June 1, 1998, between the Company and Sally Chang.*
10.13 --Stock Option Agreement Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, effective as of
October 31, 1997, between the Company and Derek C. van Bever, as
amended on July 21, 1998.*
10.14 --Form of Stock Option Agreement Pursuant to The Corporate Advisory
Board Company Stock-Based Incentive Compensation Plan, including
form of amendment.*
10.15 --Agreement Concerning Exclusive Services, Confidential Information,
Business Opportunities, Non-Competition, Non-Solicitation and Work
Product, dated January 21, 1999, between the Company and James J.
McGonigle.*
10.16 --Agreement Concerning Exclusive Services, Confidential Information,
Business Opportunities, Non-Competition, Non-Solicitation and Work
Product, effective as of April 15, 1998, between the Company and
Harold L. Siebert.*
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
10.17 --Agreement Concerning Exclusive Services, Confidential Information,
Business Opportunities, Non-Competition, Non-Solicitation and Work
Product, dated November 1, 1998, between the Company and Clay M.
Whitson.*
10.18 --Agreement Concerning Exclusive Services, Confidential Information,
Business Opportunities, Non-Competition, Non- Solicitation and Work
Product, dated October 30, 1997, between the Company and Michael A.
D'Amato.*
10.19 --Agreement Concerning Exclusive Services, Confidential Information,
Business Opportunities, Non-Competition, Non-Solicitation and Work
Product, dated October 30, 1997, between the Company and Jeffrey D.
Zients.*
10.20 --Form of Agreement Concerning Exclusive Services, Confidential
Information, Business Opportunities, Non-Competition, Non-
Solicitation and Work Product.*
10.21 --The Corporate Executive Board Company Stock-Based Incentive
Compensation Plan, adopted on October 31, 1997, as amended and
restated.*
10.21.1 --The Corporate Executive Board Company Stock-Based Incentive
Compensation Plan, adopted on October 31, 1997, as amended and
restated in February 1999.*
10.22 --Directors' Stock Plan.*
10.22.1 --Amended Directors' Stock Plan and Standard Terms and Conditions for
Director Non-Qualified Stock Options.*
10.23 --1998 Stock Option Plan.*
10.23.1 --1999 Stock Option Plan and Standard Terms and Conditions for 1999
Stock Option Plan Incentive Stock Options.*
10.24 --Cross-Indemnification Agreement, dated as of January 21, 1999,
between David G. Bradley and The Corporate Executive Board Company.*
10.25 --Promissory Note, dated October 31, 1998, between David G. Bradley
and The Corporate Executive Board Company.*
10.26 --Security Agreement, dated October 31, 1997, between David G. Bradley
and The Corporate Executive Board Company.*
10.27 --Letter Agreement, dated January 18, 1999, between The Corporate
Executive Board Company and David G. Bradley with respect to the
repayment of $6.5 million Promissory Note.*
10.28 --Administrative Services Agreement, dated as of October 31, 1997, as
amended and restated on July 21, 1998, between The Advisory Board
Company and The Corporate Executive Board Company.*
10.29 --Member Contracts Agreement, dated as of October 31, 1997, between
The Advisory Board Company and The Corporate Executive Board
Company.*
10.30 --Vendor Contracts Agreement, dated as of October 31, 1997, as amended
and restated on July 21, 1998, between The Advisory Board Company
and The Corporate Executive Board Company.*
10.31 --Non-Competition Agreement, effective as of January 1, 1999, among
The Advisory Board Company, The Corporate Executive Board Company
and David G. Bradley.*
10.32 --[Omitted]
10.33 --Distribution Agreement, dated as of October 31, 1997, between The
Corporate Executive Board Company and The Advisory Board Company.*
10.34 --Agreement of Lease, dated June 25, 1998, between The Corporate
Executive Board Company and The George Washington University.*
10.35 --Registration Rights Agreement, dated January 22, 1999, between The
Corporate Executive Board Company and David G. Bradley.*
10.36 --License Agreement, effective as of October 31, 1997, between The
Corporate Executive Board Company and The Advisory Board Company.*
10.37 --Letter agreement regarding the special bonus plan.*
10.38 --Amended and Restated "Liquid Markets" Agreement, dated August 20,
1997, between The Corporate Executive Board Company and Derek C. van
Bever, as amended on December 28, 1998.*
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
10.39 --Letter to Michael A. D'Amato from the Chairman of The Corporate
Executive Board Company re Accelerated Vesting of Options.*
10.40 --Clarification Letter to Michael A. D'Amato from The Corporate
Executive Board Company re Stock Option Agreements.*
10.41 --Letter to Jeffrey Zients from David Bradley re Accelerated Vesting
of Options.*
10.42 --Clarification Letter to Jeffrey Zients from The Corporate Executive
Board Company re Stock Option Agreements.*
10.43 --Term Sheet for Director Non-Qualified Stock Options between Robert
C. Hall and The Corporate Executive Board Company.*
10.44 --Term Sheet for Director Non-Qualified Stock Options between David W.
Kenny and The Corporate Executive Board Company.*
10.45 --Term Sheet for Director Non-Qualified Stock Options between Stephen
G. Pagliuca and The Corporate Executive Board Company.*
10.46 --Term Sheet for Director Non-Qualified Stock Options between Jeffrey
D. Zients and The Corporate Executive Board Company.*
10.47 --Term Sheet for Director Non-Qualified Stock Options between Michael
A. D'Amato and The Corporate Executive Board Company, as amended on
January 27, 1999.*
21.1 --List of Subsidiaries of The Corporate Executive Board Company.*
23.1 --Consent of Gibson, Dunn & Crutcher LLP (included in its opinion
filed as Exhibit 5.1).**
23.2 --Consent of Arthur Andersen LLP.**
24.1 --Power of Attorney.**
27 --Financial Data Schedule.**
</TABLE>
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* Incorporated by reference to the same exhibit to the registrant's
Registration Statement on Form S-1, declared effective by the Securities
and Exchange Commission on February 22, 1999 (Registration No. 333-59833).
**Previously filed.
*** Incorporated by reference to Exhibit 1 to the registrant's Current Report
on Form 8-K filed on March 3, 1999.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the District of
Columbia, on February 17, 2000.
The Corporate Executive Board
Company
/s/ James J. McGonigle
By___________________________________
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James J. McGonigle Chief Executive Officer February 17, 2000
______________________________________ and Director (Principal
James J. McGonigle Executive Officer)
/s/ Clay M. Whitson Chief Financial Officer February 17, 2000
______________________________________ (Principal Financial
Clay M. Whitson Officer and Principal
Accounting Officer)
* Director February 17, 2000
______________________________________
Michael A. D'Amato
* Director February 17, 2000
______________________________________
Jeffrey D. Zients
* Director February 17, 2000
______________________________________
Harold L. Siebert
* Director February 17, 2000
______________________________________
Robert C. Hall
* Director February 17, 2000
______________________________________
David W. Kenny
* Director February 17, 2000
______________________________________
Stephen G. Pagliuca
</TABLE>
*By: /s/ Clay M. Whitson
-----------------------------
Clay M. Whitson
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
1.1 --Form of Underwriting Agreement.**
3.1.1 --Second Amended and Restated Certificate of Incorporation.*
3.1.2 --Certificate of Retirement of the Class A Voting Common Stock and the
Class B Non-Voting Common Stock.***
3.2 --Amended and Restated Bylaws.*
4.1 --Specimen Common Stock Certificate.*
5.1 --Opinion of Gibson, Dunn & Crutcher LLP.**
10.1 --Employment Agreement, dated January 21, 1999, between the Company
and James J. McGonigle.*
10.2 --[Omitted]
10.3 --Employment Agreement, dated November 1, 1998, between the Company
and Clay M. Whitson.*
10.4 --Stock Option Agreement Pursuant to The Corporate Advisory Board
Company Stock-Based Incentive Compensation Plan, effective as of
October 31, 1997, between the Company and James J. McGonigle, as
amended on January 21, 1999.*
10.5 --Stock Option Agreement Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, effective as of
April 15, 1998, between the Company and Harold L. Siebert.*
10.6 --[Omitted]
10.7 --Stock Option Agreement Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, dated as of November
1, 1998, between the Company and Clay M. Whitson.*
10.8 --Stock Option Agreement #1 Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, effective as of
October 31, 1997, between the Company and Michael A. D'Amato.*
10.9 --Stock Option Agreement #2 Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, effective as of
October 31, 1997, between the Company and Michael A. D'Amato.*
10.10 --Stock Option Agreement #1 Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, effective as of
October 31, 1997, between the Company and Jeffrey D. Zients.*
10.11 --Stock Option Agreement #2 Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, effective as of
October 31, 1997, between the Company and Jeffrey D. Zients.*
10.12 --Stock Option Agreement Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, effective as of June
1, 1998, between the Company and Sally Chang.*
10.13 --Stock Option Agreement Pursuant to The Corporate Executive Board
Company Stock-Based Incentive Compensation Plan, effective as of
October 31, 1997, between the Company and Derek C. van Bever, as
amended on July 21, 1998.*
10.14 --Form of Stock Option Agreement Pursuant to The Corporate Advisory
Board Company Stock-Based Incentive Compensation Plan, including form
of amendment.*
10.15 --Agreement Concerning Exclusive Services, Confidential Information,
Business Opportunities, Non-Competition, Non-Solicitation and Work
Product, dated January 21, 1999, between the Company and James J.
McGonigle.*
10.16 --Agreement Concerning Exclusive Services, Confidential Information,
Business Opportunities, Non-Competition, Non-Solicitation and Work
Product, effective as of April 15, 1998, between the Company and
Harold L. Siebert.*
10.17 --Agreement Concerning Exclusive Services, Confidential Information,
Business Opportunities, Non-Competition, Non-Solicitation and Work
Product, dated November 1, 1998, between the Company and Clay M.
Whitson.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
10.18 --Agreement Concerning Exclusive Services, Confidential Information,
Business Opportunities, Non-Competition, Non- Solicitation and Work
Product, dated October 30, 1997, between the Company and Michael A.
D'Amato.*
10.19 --Agreement Concerning Exclusive Services, Confidential Information,
Business Opportunities, Non-Competition, Non-Solicitation and Work
Product, dated October 30, 1997, between the Company and Jeffrey D.
Zients.*
10.20 --Form of Agreement Concerning Exclusive Services, Confidential
Information, Business Opportunities, Non-Competition, Non-
Solicitation and Work Product.*
10.21 --The Corporate Executive Board Company Stock-Based Incentive
Compensation Plan, adopted on October 31, 1997, as amended and
restated.*
10.21.1 --The Corporate Executive Board Company Stock-Based Incentive
Compensation Plan, adopted on October 31, 1997, as amended and
restated in February 1999.*
10.22 --Directors' Stock Plan.*
10.22.1 --Amended Directors' Stock Plan and Standard Terms and Conditions for
Director Non-Qualified Stock Options.*
10.23 --1998 Stock Option Plan.*
10.23.1 --1999 Stock Option Plan and Standard Terms and Conditions for 1999
Stock Option Plan Incentive Stock Options.*
10.24 --Cross-Indemnification Agreement, dated as of January 21, 1999,
between David G. Bradley and The Corporate Executive Board Company.*
10.25 --Promissory Note, dated October 31, 1998, between David G. Bradley
and The Corporate Executive Board Company.*
10.26 --Security Agreement, dated October 31, 1997, between David G. Bradley
and The Corporate Executive Board Company.*
10.27 --Letter Agreement, dated January 18, 1999, between The Corporate
Executive Board Company and David G. Bradley with respect to the
repayment of $6.5 million Promissory Note.*
10.28 --Administrative Services Agreement, dated as of October 31, 1997, as
amended and restated on July 21, 1998, between The Advisory Board
Company and The Corporate Executive Board Company.*
10.29 --Member Contracts Agreement, dated as of October 31, 1997, between
The Advisory Board Company and The Corporate Executive Board
Company.*
10.30 --Vendor Contracts Agreement, dated as of October 31, 1997, as amended
and restated on July 21, 1998, between The Advisory Board Company and
The Corporate Executive Board Company.*
10.31 --Non-Competition Agreement, effective as of January 1, 1999, among
The Advisory Board Company, The Corporate Executive Board Company and
David G. Bradley.*
10.32 --[Omitted]
10.33 --Distribution Agreement, dated as of October 31, 1997, between The
Corporate Executive Board Company and The Advisory Board Company.*
10.34 --Agreement of Lease, dated June 25, 1998, between The Corporate
Executive Board Company and The George Washington University.*
10.35 --Registration Rights Agreement, dated January 22, 1999, between The
Corporate Executive Board Company and David G. Bradley.*
10.36 --License Agreement, effective as of October 31, 1997, between The
Corporate Executive Board Company and The Advisory Board Company.*
10.37 --Letter agreement regarding the special bonus plan.*
10.38 --Amended and Restated "Liquid Markets" Agreement, dated August 20,
1997, between The Corporate Executive Board Company and Derek C. van
Bever, as amended on December 28, 1998.*
10.39 --Letter to Michael A. D'Amato from the Chairman of The Corporate
Executive Board Company re Accelerated Vesting of Options.*
10.40 --Clarification Letter to Michael A. D'Amato from The Corporate
Executive Board Company re Stock Option Agreements.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
10.41 --Letter to Jeffrey Zients from David Bradley re Accelerated Vesting
of Options.*
10.42 --Clarification Letter to Jeffrey Zients from The Corporate Executive
Board Company re Stock Option Agreements.*
10.43 --Term Sheet for Director Non-Qualified Stock Options between Robert
C. Hall and The Corporate Executive Board Company.*
10.44 --Term Sheet for Director Non-Qualified Stock Options between David W.
Kenny and The Corporate Executive Board Company.*
10.45 --Term Sheet for Director Non-Qualified Stock Options between Stephen
G. Pagliuca and The Corporate Executive Board Company.*
10.46 --Term Sheet for Director Non-Qualified Stock Options between Jeffrey
D. Zients and The Corporate Executive Board Company.*
10.47 --Term Sheet for Director Non-Qualified Stock Options between Michael
A. D'Amato and The Corporate Executive Board Company, as amended on
January 27, 1999.*
21.1 --List of Subsidiaries of The Corporate Executive Board Company.*
23.1 --Consent of Gibson, Dunn & Crutcher LLP (included in its opinion
filed as Exhibit 5.1).**
23.2 --Consent of Arthur Andersen LLP.**
24.1 --Power of Attorney.**
27 --Financial Data Schedule.**
</TABLE>
- --------
* Incorporated by reference to the same exhibit to the registrant's
Registration Statement on Form S-1, declared effective by the Securities
and Exchange Commission on February 22, 1999 (Registration No. 333-59833).
**Previously filed.
*** Incorporated by reference to Exhibit 1 to the registrant's Current Report
on Form 8-K filed on March 3, 1999.
