As filed with the Securities and Exchange Commission on September 2, 1998
Registration No. 333-
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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INSIGNIA/ESG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-2084290
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
200 Park Avenue
New York, New York 10166
(Address of principal executive offices) (Zip Code)
Insignia/ESG Holdings, Inc. 1998 Stock Incentive Plan
(Full title of the Plan)
Adam B. Gilbert, Esq.
General Counsel and Secretary
Insignia/ESG Holdings, Inc.
200 Park Avenue
New York, New York 10166
(212) 984-8000
(Name, address and telephone number,
including area code, of agent for service)
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Copies to:
Arnold S. Jacobs, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities to Amount to Proposed maximum Proposed maximum Amount of
be registered be registered offering price aggregate offering price registration
per share fee
<S> <C> <C> <C> <C>
Common Stock, par 3,500,000 shares $15.38(1) $53,830,000 $15,879.85
value $0.01 per share
</TABLE>
- -------------------------------
(1) Solely for purposes of calculating the registration fee pursuant to Rule
457(h)(1) based on the book value per share of Holdings Common Stock as of
June 30, 1998.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The Registration Statement on Form 10 of Insignia/ESG Holdings, Inc.
(the "Corporation"), filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, is incorporated herein by
reference.
All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered 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 part hereof from the date of filing such
documents. Any statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superceded for the
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 supercedes such statement. Any
statement so modified or superceded shall not be deemed, except as so modified
or superceded, to constitute part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Corporation is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses incurred in any action, suit or proceeding. Article Tenth of
the Certificate of Incorporation of the Corporation provides for indemnification
of directors and officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware, and the Corporation has entered into
five agreements with its executive officers and all of its directors with
respect to such indemnification. Reference is made to the Certificate of
Incorporation of the Corporation and such agreements, incorporated by reference
as Exhibits 3.1 and 10.18, respectively, to the Corporation's Registration
Statement on Form 10.
<PAGE>
The Indemnification Agreements entered into by the Corporation with
all of its directors and five of its executive officers are based on the
provisions of the General Corporation Law of the State of Delaware, which are
contained primarily in Section 145 of the General Corporation Law of the State
of Delaware, but is intended to provide broader indemnification than that which
is specifically provided by Section 145. The Indemnification Agreements provide
generally that the Corporation will to the fullest extent permitted by
applicable law indemnify the director or executive officer against expenses
arising from any event or occurrence, either prior to or after the time the
Indemnification Agreement is executed, related to the fact that such person is
or was serving as a director or executive officer of the Corporation (or of
another entity at the Corporation's request).
The Corporation currently has Directors and Officers Liability
Insurance Policies (the "Policies") in place with Executive Risk Speciality
Insurance Company and Chubb Insurance Company. The Policies are "claims made"
with a $20,000,000 aggregate. However, the Board of Directors believes that it
serves the Corporation's best interest to supplement this coverage or any
coverage which the Corporation may maintain in the future by agreeing by
contract to indemnify directors and executive officers to the fullest extent
permitted under applicable law.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the General Corporation Law of the State
of Delaware, or (iv) for any transactions from which the director derived an
improper personal benefit. Article Eleventh of the Corporation's Certificate of
Incorporation contains such a provision.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Insignia/ESG Holdings, Inc. 1998 Stock Incentive Plan (filed as
Exhibit 10.14 to the Registration Statement on Form 10 of Insignia/ESG Holdings,
Inc., and incorporated by reference herein).
5 Opinion of Proskauer Rose LLP.
23.1 Consent of Ernst & Young LLP.
<PAGE>
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Plante & Moran, LLP.
23.4 Consent of Beers & Cutler PLLC.
23.5 Consent of BDO Stoy Hayward.
23.6 Consent of Proskauer Rose LLP (included in Exhibit 5).
24 Power of Attorney.
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;
(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.
(2) That, for the purposes of determining 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 Exchange Act (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.
(h) 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 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
<PAGE>
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that he 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 New York, State of New York, on this 2nd day of
September, 1998.
INSIGNIA/ESG HOLDINGS, INC.
By: /s/ Andrew L. Farkas
------------------------
Andrew L. Farkas
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
Chief Executive Officer and Director September 1, 1998
/s/ Andrew L. Farkas (Principal Executive Officer)
- ----------------------
Andrew L. Farkas
/s/ James A. Aston
- ---------------------- Chief Financial Officer September 1, 1998
James A. Aston (Principal Accounting Officer)
/s/ Robert J. Denison
- ---------------------- Director August 31, 1998
Robert J. Denison
/s/ Robin L. Farkas
- ---------------------- Director August 23, 1998
Robin L. Farkas
______________________ Director _______, 1998
Andrew J.M. Huntley
/s/ Robert G. Koen Director
- ---------------------- September 1, 1998
Robert G. Koen
/s/ Stephen B. Siegel Director September 1, 1998
- ----------------------
Stephen B. Siegel
/s/ H. Strauss Zelnick Director September 1, 1998
- ----------------------
H. Strauss Zelnick
</TABLE>
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Insignia/ESG Holdings, Inc. ("Holdings") pertaining to
the Insignia/ESG Holdings, Inc. 1998 Stock Incentive Plan of our report dated
April 22, 1998 with respect to the combined financial statements of the Insignia
Financial Group, Inc. entities to be spun-off into Insignia/ESG Holdings, Inc.
as of December 31, 1997 and 1996 and for each of the three years in the period
ended December 31, 1997, included in the Holdings Registration Statement on Form
10, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
August 31, 1998
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) filed by Insignia/ESG Holdings, Inc. ("Holdings")
pertaining to the registration of 3,500,000 shares of Common Stock, par value
$.01 of Holdings, which may be issued upon exercise of stock-based awards to be
granted under the Insignia/ESG Holdings, Inc. 1998 Stock Incentive Plan of our
report dated April 1, 1996 on our audits of combined statements of operations
and cash flows of Edward S. Gordon Company, Incorporated and Edward S. Gordon
Company of New Jersey, Inc. for the three years ended December 31, 1995, 1994
and 1993, included in the Holdings Registration Statement on Form 10, filed with
the Securities and Exchange Commission.
/s/ PRICEWATERHOUSECOOPERS LLP
New York, New York
August 31, 1998
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) filed by Insignia/ESG Holdings, Inc. ("Holdings")
pertaining to the registration of 3,500,000 shares of Common Stock, par value
$.01 of Holdings, which may be issued upon exercise of stock-based awards to be
granted under the Insignia/ESG Holdings, Inc. 1998 Stock Incentive Plan of our
reports each dated June 23, 1998 with respect to the audited combined financial
statements of Realty One, Inc. and Affiliated Companies as of September 30, 1997
and for the nine months then ended and as of December 31, 1996 and 1995 and for
the years then ended, included in the Holdings Registration Statement on Form
10, filed with the Securities and Exchange Commission.
/s/ PLANTE & MORAN, LLP
Plante & Moran, LLP
Cleveland, Ohio
August 28, 1998
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) filed by Insignia/ESG Holdings, Inc. ("Holdings")
pertaining to the registration of 3,500,000 shares of Common Stock, par value
$.01 of Holdings, which may be issued upon exercise of stock-based awards to be
granted under the Insignia/ESG Holdings, Inc. 1998 Stock Incentive Plan of our
report dated December 5, 1997 with respect to the financial statements of
Barnes, Morris, Pardoe & Foster, Inc., as of January 31, 1997 and for the year
then ended; and our report dated November 11, 1997 with respect to the financial
statements of Barnes, Morris, Pardoe & Foster Management Services, LLC, as of
December 31, 1996 and for the year then ended, each included in the Holdings
Registration Statement on Form 10, filed with the Securities and Exchange
Commission.
/s/ BEERS & CUTLER PLLC
Washington, D.C.
September 1, 1998
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) filed by Insignia/ESG Holdings, Inc. ("Holdings")
pertaining to the registration of 3,500,000 shares of Common Stock, par value
$.01 of Holdings, which may be issued upon exercise of stock-based awards to be
granted under the Insignia/ESG Holdings, Inc. 1998 Stock Incentive Plan of our
report dated June 15, 1998 (final paragraph signed as at July 21, 1998), with
respect to the financial statements of Richard Ellis Group Limited as of and for
the eight-month period ended December 31, 1997; of our reports each dated
October 23, 1997 (final paragraph signed as at July 21, 1998), with respect to
the financial statements of Richard Ellis Holdings Limited and Richard Ellis as
of April 30, 1997 and for the year then ended; and of our reports each dated
October 22, 1996 (final paragraph signed as at July 21, 1998), with respect to
the financial statements of Richard Ellis Holdings Limited and Richard Ellis as
of April 30, 1996 and for the year then ended, included in the Holdings
Registration Statement on Form 10, filed with the Securities and Exchange
Commission.
/s/ BDO STOY HAYWARD
London, United Kingdom
August 28, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Andrew L. Farkas and Adam B. Gilbert, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, without the other, for him and in his
name, place, and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Insignia/ESG Holdings, Inc., and any or all amendments
(including post-effective amendments) thereto, relating to the offering of
shares of its Common Stock, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ Andrew L. Farkas /s/ Robert G. Koen
- ---------------------- ----------------------
Andrew L. Farkas Robert G. Koen
/s/ Robin L. Farkas /s/ Stephen B. Siegel
- ---------------------- ----------------------
Robin L. Farkas Stephen B. Siegel
/s/ Robert J. Denison /s/ H. Strauss Zelnick
- ---------------------- ----------------------
Robert J. Denison H. Strauss Zelnick
- ----------------------
Andrew J.M. Huntley
<PAGE>
Exhibit 5
Letterhead of Proskauer Rose LLP
September 1, 1998
Insignia/ESG Holdings, Inc.
200 Park Avenue
New York, New York 10166
Dear Sirs:
We are acting as counsel to Insignia/ESG Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company under the
Securities Act of 1933 (the "Act") relating to the registration of 3,500,000
shares (the "Shares") of common stock, par value $0.01 per share, of the
Company. The Shares are issuable by the Company upon exercise of stock-based
awards (the "Awards") to be granted under the Insignia/ESG Holdings, Inc. 1998
Stock Incentive Plan (the "Plan").
We have examined originals or copies, certified or otherwise
authenticated to our satisfaction, of all such corporate records, documents,
agreements and instruments and certificates of public officials and of
representatives of the Company, and have made such investigation of law and
fact, as we have deemed appropriate for purposes of this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that
the Shares are duly authorized and, upon issuance of the Shares in accordance
with the Plan upon exercise of the Awards, will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Proskauer Rose LLP
<PAGE>
