As filed with the Securities and Exchange Commission on April __, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INSIGNIA FINANCIAL GROUP, INC.
(f/k/a 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)
375 Park Avenue
New York, New York 10152
(Address of principal executive offices) (Zip Code)
St. Quintin Holdings Limited 1999 Unapproved Share Option Scheme
(Full title of the Plan)
Adam B. Gilbert, Esq.
General Counsel and Secretary
Insignia Financial Group, 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
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Title of Amount to Proposed Proposed Amount of
securities be registered maximum maximum registration
be to offering price aggregate fee
registered per share offering price
- --------------------------------------------------------------------------------
Common 611,962 shares $6.575(1) $4,023,650(1) $1,119
Stock,
par value
$0.01 per
share
- ---------------------
(1) Solely for purposes of calculating the registration fee pursuant to Rule
457(h)(1).
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
------ ---------------------------------------
Insignia Financial Group, Inc., formerly known as Insignia/ESG Holdings,
Inc. (the "Corporation") incorporates by reference herein the following
documents filed by it with the Securities and Exchange Commission (File No.
1-14373) pursuant to the Securities Exchange Act of 1934, as amended:
1. The Corporation's Annual Report on Form 10-K for the year ended December
31, 1998; and
2. The description of the Corporation's Common Stock, par value $0.01 per
share, included in the Registration Statement on Form 10 of Insignia/ESG
Holdings, Inc., now known as Insignia Financial Group, Inc. dated August 10,
1998.
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.
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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
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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 agreements with all its executive
officers and directors with respect to such indemnification. Reference is made
to the Certificate of Incorporation of the Corporation and such agreements,
incorporated by reference to Exhibits 3.1 and 10.18, respectively, to the
Corporation's Registration Statement on Form 10.
The indemnification agreements entered into by the Corporation with all of
its directors and 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 are
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" policies
with a $20,000,000 aggregate coverage amount. 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.
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Item 8. Exhibits.
------ --------
4.1 St. Quintin Holdings Limited 1999 Unapproved Share Option Scheme, as
amended.
5 Opinion of Proskauer Rose LLP.
23.1 Consent of Ernst & Young LLP.
23.2 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 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 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
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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 New York, State of New York, on this 29th day of
April, 1999.
INSIGNIA FINANCIAL GROUP, 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.
Signatures Title Date
- ---------- ----- ----
/s/ Andrew L. Farkas Chief Executive Officer and Director April 29, 1999
- -------------------- (Principal Executive Officer)
Andrew L. Farkas
/s/ James A. Aston Chief Financial Officer April 29, 1999
- ------------------ (Principal Financial and
James A. Aston Accounting Officer)
/s/ Robert J. Denison Director April 29, 1999
- ---------------------
Robert J. Denison
/s/ Robin L. Farkas Director April 29, 1999
- -------------------
Robin L. Farkas
/s/ Andrew J.M. Huntley Director April 29, 1999
- -----------------------
Andrew J.M. Huntley
/s/ Robert G. Koen Director April 29, 1999
- ------------------
Robert G. Koen
/s/ Stephen B. Siegel Director April 29, 1999
- ---------------------
Stephen B. Siegel
/s/ H. Strauss Zelnick Director April 29, 1999
- ----------------------
H. Strauss Zelnick
<PAGE>
ST. QUINTIN HOLDINGS
LIMITED
RULES OF THE
ST. QUINTIN HOLDINGS
LIMITED 1999
UNAPPROVED SHARE
OPTION SCHEME
FINAL VERSION OF 3 FEBRUARY 1999
AS ADOPTED BY THE COMPANY ON 4 FEBRUARY 1999
ABC
BDO Stoy Hayward
Benefit Consulting
<PAGE>
ST. QUINTIN HOLDINGS LIMITED
RULES OF THE ST. QUINTIN HOLDINGS LIMITED
1999 UNAPPROVED SHARE OPTION SCHEME
I N D E X
Rule Page
1. Definitions and Interpretation.......................................3
2. Grant of Options.....................................................5
3. Option Certificates..................................................6
4. Conditions of exercise...............................................7
5. Individual limits....................................................8
6. Scheme limits........................................................8
7. Rights of exercise of Options........................................9
8. Exercise of Options.................................................12
9. Change of Control...................................................13
10. Variation of share capital..........................................13
11. Administration......................................................15
12. Amendments..........................................................16
13. General.............................................................17
Section Appendix Option Certificate
Option Certificate Appendix
Exercise Notice
<PAGE>
RULES OF THE ST. QUINTIN HOLDINGS LIMITED
1999 UNAPPROVED SHARE OPTION SCHEME
1. Definitions and Interpretation
In this Scheme, the following words and expressions shall, where the
context so permits, have the following meanings:-
1.1 Definitions
"Acquisition Price"
the price at which each Share subject to an Option may be acquired on the
exercise of that Option, being (subject to Rule 10):-
(a) Prior to Listing, an amount determined by the Remuneration
Committee in its absolute discretion but, if the Shares are to
be subscribed, not less than the nominal value of a Share;
(b) Following Listing, the Market Value of a Share on the relevant
Date of Grant, but, if the Shares are to be subscribed, not
less than the nominal value of a Share;
"Act"
the Income and Corporation Taxes Act 1988;
"Associated Company"
the meaning given by section 416 of the Act;
"Auditors"
the auditors for the time being of the Company (acting as experts, not as
arbitrators);
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"the Company"
St. Quintin Holdings Limited registered in England under no.3697017;
"Company Acquisition"
any transaction whereby not less than 75% of the equity share capital of
the Company is sold to a purchaser, who shall hereinafter be referred to
as "the Holding Company";
"Control"
has the meaning given by section 840 of the Act;
"Date of Grant"
in relation to any Option, the date on which the Option is, was or is to
be granted;
Dealing Day"
a day on which the London Stock Exchange is open for business;
"Eligible Employee"
any Qualifying Employee or Full-time Director of a Participating Company
and for the purposes of this definition "Full-time Director" means a
director of a Participating Company who is required to devote
substantially all of his time, but in any event not less than 25 hours per
week (excluding meal breaks), to his duties and "Qualifying Employee"
means any employee of a Participating Company who is not a director of a
Participating Company;
"Exercise Notice"
the notice given to the Company by an Optionholder in order to exercise an
Option, being in such form (not inconsistent with the provisions of the
Scheme) as the Remuneration Committee may from time to time determine.
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"the Group"
the Company and its Subsidiaries and the Holding Company (if any) and its
Subsidiaries and "member of the Group" shall be construed accordingly;
"Listing"
the admission of all or any of the ordinary share capital of the Company
(or its Holding Company) to the Official List of the London Stock Exchange
or the grant of permission for the same to be traded on the Alternative
Investment Market ("AIM") of the London Stock Exchange or the admission of
the same to, or the grant of permission by any like authority for the same
to be traded on, a recognized stock exchange (within the meaning given to
that term by section 841 of the Act);
"London Stock Exchange"
London Stock Exchange Limited or any successor body thereto;
"Market Value"
on any day, the middle market quotation of a Share as derived from the
Daily Official List of the London Stock Exchange or any similar list in
relation to any other recognised stock exchange on which the Shares are
listed for that day or, if the Remuneration Committee determines, the
average of the middle market quotations for the three immediately
preceding Dealing Days;
"Option"
a right to acquire Shares granted (or to be granted) pursuant to this
Scheme;
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"Optionholder"
an Eligible Employee or a former Eligible Employee (including his or her
legal personal representatives, if appropriate) to whom a Subsisting
Option has been granted under this Scheme and who remains entitled to
exercise such Option;
"Participating Company"
the Company and any member of the Group or any other company which is for
the time being nominated by the Remuneration Committee to be a
Participating Company;
"Relevant Share Option Scheme"
the Scheme and any other share option scheme adopted by the Company or an
Associated Company other than a savings-related share option scheme;
"Remuneration Committee"
a duly authorised committee of the directors of the Company appointed for
the purpose of the administration of the Scheme and the quorum for the
transaction of business of the Remuneration Committee shall be 2
directors;
"Scheme"
the St. Quintin Holdings Limited 1999 Unapproved Share Option Scheme, as
from time to time amended;
"Share"
an ordinary share in the capital of the Company or shares or stock in any
Holding Company where Rule 9.1 applies;
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"Subsidiary"
any subsidiary of the Company within the meaning of section 736 of the
Companies Act 1985 over which the Company has Control;
"Subsisting Option"
an Option which has neither lapsed nor been exercised;
1.2 Interpretation
References to any statutory provision are to that provision as amended or
re-enacted from time to time, and, unless the context otherwise requires,
words in the singular shall include the plural and vice versa, and words
importing the masculine gender shall include all the genders.
2. Grant of Options
2.1 The Remuneration Committee may, if in its absolute discretion it
thinks fit, grant Options free of charge to Eligible Employees at
any time following the adoption of this Scheme provided that no
Option may be granted to an Eligible Employee who is within two
years of the age at which he is bound to retire in accordance with
his contract of employment and on the grant of Options the
Remuneration Committee may impose such conditions pursuant to Rule 4
as it sees fit.
2.2 Each Eligible Employee to whom an Option is granted may by notice in
writing within 30 days of the Date of Grant disclaim in whole or in
part his rights under the Option in which event such Option (or part
thereof, as the case may be) shall lapse and be treated for all
purposes as never having been granted.
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2.3 Subject to the right of a deceased Optionholder's personal
representatives to exercise an Option in accordance with Rule 7.4,
every Option shall be personal to the Optionholder to whom it is
granted and shall not be capable of being transferred, assigned or
charged.
3. Option Certificates
3.1 As soon as is practicable after having granted an Option to an
Optionholder, the Remuneration Committee shall issue to him an
Option Certificate under seal (or in such other manner as shall take
effect as a Deed of the Company) in respect of such Option.
3.2 The Option Certificate shall be in the form set out in the Appendix
or such other form as the Remuneration Committee shall determine
from time to time and shall state:-
(a) the Date of Grant of the Option;
(b) the number and class of Shares comprised in the Option;
(c) the Acquisition Price payable for each Share comprised in the
Option;
(d) the period during which the Option may normally be exercised
and any date or dates determined by the Remuneration Committee
in accordance with Rule 4.2(a) upon which the Option is first
exercisable in whole or in part and, where on any date only
part is exercisable, the number of Shares in respect of which
such partial exercise may be made;
(e) the last date by which an Exercise Notice can be given; and
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(f) if applicable, the performance targets or conditions to be
satisfied as a condition of exercise of the Option in
accordance with Rule 4.1
and shall be accompanied by the Exercise Notice.
4. Conditions of exercise
4.1 The exercise of an Option may be conditional upon the satisfaction
of an objective performance condition to be set by the Remuneration
Committee at the Date of Grant.
4.2 Alternatively, or in addition to Rule 4.1, when granting an Option,
the Remuneration Committee may, if in its absolute discretion it
thinks fit:-
(a) determine any date or dates between the Date of Grant and
tenth anniversary of its Date of Grant on which the Option is
first exercisable in whole or in part, and, where on any date
only part is exercisable, the number of Shares in respect of
which such partial exercise may be made and determine any date
or dates between the Date of Grant and the tenth anniversary
thereof when the Option shall lapse (in whole or in part);
and/or
(b) grant the Option subject to such further objective performance
targets to be satisfied as a condition of exercise as it may
in its discretion determine.
4.3 If, after the Remuneration Committee has determined the objective
performance criteria to be satisfied pursuant to this Rule 4, events
occur which cause the Remuneration Committee to consider that any of
the existing targets or conditions have become unfair or
impractical, it may, in its discretion (provided such discretion is
exercised fairly and reasonably) amend, relax or waive such targets
or conditions
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to the intent that any targets or conditions which are amended or
relaxed will be no more and no less difficult to satisfy than when
they were originally imposed or last amended or relaxed (as the case
may be).
4.4 Without prejudice to any other condition imposed by the Remuneration
Committee, the exercise of any Option granted under the Scheme shall
be conditional upon the occurrence of a Company Acquisition.
5. Individual limits
5.1 Following Listing, any Option granted to an Eligible Employee shall
be limited and take effect so that no Option may be granted which
would cause the aggregate Acquisition Price of the Shares comprised
in the Options granted under this Scheme, when added to the
aggregate Acquisition Price of all the Shares comprised in options
granted to him under all Relevant Share Option Schemes during the
preceding ten years (other than options which have been exercised or
which have been disclaimed pursuant to Rule 2.2 or which were
granted prior to Listing), to exceed or further exceed four times
the total remuneration (excluding benefits in kind) expressed as an
annual rate payable to him by the Participating Companies at that
time.
5.2 If an Option is inadvertently granted to an Eligible Employee which
causes the limit in this Rule 5 to be exceeded the Option shall be
limited and take effect such that this limit is not exceeded.
6. Scheme limits
6.1 Following Listing, no Option shall be granted which at the Date of
of Grant would result in the maximum number of Shares issued
under and remaining issuable in
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respect of rights granted under all employees' share schemes adopted
by the Company or any other company when it is under the Control of
the Company in the period of ten (10) years ending on that Date of
Grant to exceed or further exceed thirty per cent (30%) of the
Shares in issue on that Date of Grant.
6.2 For the purpose of the limit contained in Rule 6.1:-
(a) any Shares comprised in an Option granted prior to Listing;
(b) any Shares which are already in issue when placed under
option; and
(c) any Shares comprised in any Option which has lapsed shall be
disregarded for the purpose of calculating the number of
Shares under option.
7. Rights of exercise of Options
7.1 Save as provided in Rules 7.3, 7.4 and Rule 9, an Option may not be
exercised before whichever is the latest of:-
(a) any date or dates which may have been specified in accordance
with Rule 4.2(a); and
(b) the date on which any performance conditions imposed pursuant
to Rule 4.1 have been satisfied,
and shall not in any event be exercised later than 5.00 pm on the business
day immediately preceding the tenth anniversary of the Date of Grant.
7.2 Notwithstanding Rules 7.4, 7.5, 7.6 and Rule 9, no Option may be
exercised during the period of six months from the Date of Grant but
shall thereafter become exercisable in accordance with the Rules of
this Scheme.
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7.3 Save as provided in Rules 7.4, 7.5, 7.6 and Rule 9, an Option may
only be exercised by an Optionholder while he is an Eligible
Employee.
7.4 A Subsisting Option may be exercised in whole or part, subject to
the exercise conditions and vesting timetable contained in the
appendix to the Option Certificate having been satisfied, by the
legal personal representatives of a deceased Optionholder during the
period of one year following the date of death in accordance with
the rules of the Scheme (and any such Option shall lapse at the end
of such period to the extent that it remains unexercised).
7.5 A Subsisting Option may be exercised in whole or part, subject to
the exercise conditions and vesting timetable contained in the
appendix to the Option Certificate having been satisfied, by an
Optionholder who has ceased to be employed by a Participating
Company by reason of permanent disability during the period of one
year from the date of such cessation of employment (and any such
Option shall lapse at the end of such period to the extent that it
remains unexercised).
7.6 A Subsisting Option may be exercised, subject to the exercise
conditions and vesting timetable contained in the appendix to the
Option Certificate having been satisfied, by an Optionholder who has
ceased to be employed by a Participating Company for any reason
other than those stated in Rules 7.4 and 7.5 (except dismissal with
cause, which expression shall include for the avoidance of doubt but
without limitation dismissal for gross misconduct) at the discretion
of the Remuneration Committee (and the Optionholder will be informed
of any exercise of its discretion in his favour on ceasing
employment) during the period of three months from the date of such
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cessation of employment (and any such Option shall lapse at the end
of such period to the extent that it remains unexercised).
7.7 An Option shall lapse on the occurrence of the earliest of the
following:-
(a) 5.00 pm on the business day immediately preceding the tenth
anniversary of the Date of Grant; or
(b) the third anniversary of the Date of Grant where no Company
Acquisition has taken place in the three years following the
Date of Grant; or
(c) the expiry of the period (if any) allowed for the satisfaction
of any performance condition imposed pursuant to Rule 4
without such condition having been satisfied; or
(d) the date on which an Optionholder ceases to be an Eligible
Employee of any Participating Company by reason of dismissal
for cause or other cessation of employment under Rule 7.6
where the Remuneration Committee does not exercise its
discretion in his favour; or
(e) the expiry of any period allowed for exercise under Rules 7.4,
7.5 or 7.6, if applicable; or
(f) the date on which a resolution is passed, or an order is made
by the Court, for the compulsory winding up of the Company; or
(g) the date on which the Optionholder becomes bankrupt or does or
omits to do anything as a result of which he is deprived of
the legal or beneficial ownership of the Option.
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8. Exercise of Options
8.1 Save as otherwise provided in this Scheme, an Option shall be
exercisable in whole or part by the Optionholder giving an Exercise
Notice and a remittance for the aggregate of the Acquisition Price
payable to the Company. The Exercise Notice shall be accompanied by
the relevant Option Certificate.
8.2 Within 30 days of receipt of the Exercise Notice, the appropriate
remittance and the Option Certificate, the Remuneration Committee
shall allot or procure the transfer of the Shares in respect of
which the Option has been validly exercised and shall issue a
definitive certificate in respect of the Shares allotted or
transferred.
8.3 Shares allotted under this Scheme shall rank pari passu in all
respects with the Shares of the same class for the time being in
issue save as regards any rights attaching to such Shares by
reference to a record date prior to the date of allotment, and in
the case of a transfer of existing Shares the transferee shall not
acquire any rights attaching to such Shares by reference to a record
date prior to the date of such transfer.
8.4 If and so long as the Shares are:-
(i) listed on The London Stock Exchange, the Company shall apply
to the Council of The London Stock Exchange for any Shares
allotted under this Scheme to be admitted to the Official
List; or
(ii) traded on AIM, the Company shall apply for any Shares allotted
under the Scheme to be so traded; or
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(iii) are listed on any other recognized stock exchange, the Company
shall apply to the governing body of such exchange for the
Shares to be listed on such exchange.
8.5 The exercise of any Option (in whole or in part) shall not be
permitted unless the Remuneration Committee is satisfied at the
relevant time that all conditions relating to such exercise pursuant
to these Rules have been met and (if then applicable) that such
exercise would not be in breach of any code of dealing adopted by
the Company pursuant to the Model Code for Securities Transactions
by Directors of Listed Companies published by The London Stock
Exchange ("the Model Code") or if the Company has not adopted such a
code, (so far as applicable) the Model Code or any other applicable
laws or similar code of practice issued in relation to any other
stock exchange on which the Shares comprised in an Option are listed
at that time or any applicable laws affecting dealings in shares.
8.6 If the Company or any employer of an Optionholder is liable to
account for or deduct any tax, national insurance or other fiscal
impositions or duties payable as a result of the exercise of an
Option and the issue or transfer of shares by way of PAYE or
otherwise from the salary or other earnings of the Optionholder in
any relevant payment period and such salary or earnings are
insufficient to meet all the liability due by the Company or such
other employer, then the Optionholder shall be deemed to have
appointed the Company as agent for the sale of such number of shares
as may be required to be sold to satisfy the outstanding liability
and, after paying such liabilities, the Company shall remit any
balance remaining to the Optionholder.
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9. Change of Control
9.1 On a Company Acquisition the Remuneration Committee may in its
discretion determine that Subsisting Options shall be satisfied by
the allotment or the transfer of shares in the Holding Company and
the Remuneration Committee may, in its absolute discretion alter the
number of Shares comprised in a Subsisting Option and/or the
Acquisition Price in such manner as it sees fit and the Subsisting
Option shall become exercisable subject to the Rules of this Scheme
and subject to any exercise conditions specified in the appendix to
the Option Certificate.
9.2 Rule 9.1 shall cease to apply following the first exercise by the
Remuneration Committee of its discretion thereunder.
9.3 Where Rule 9.1 applies to Options the Holding Company shall become
the "Company" and the reference to "Shares" shall be construed as a
reference to shares or stock in the Holding Company for all purposes
of this Scheme.
10. Variation of share capital
10.1 In the event of any capitalisation issue, consolidation,
sub-division or reduction of the share capital of the Company and in
respect of any discount element in any rights issue or any other
variation in the share capital of the Company taking place after the
commencement of this Scheme, the number of Shares comprised in an
Option and/or their Acquisition Price may be varied in such manner
as the Remuneration Committee shall determine and (save in the event
of a capitalisation issue) the Auditors shall confirm in writing to
be in their opinion fair and reasonable, provided
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that, save as provided in Rules 10.2, no variation shall be made
which would result in the Acquisition Price for an allotted Share
being less than its nominal value.
10.2 Any adjustment made to the Acquisition Price of unissued Shares
which would have the effect of reducing the Acquisition Price to
less than the nominal value of the Share shall only be made if and
to the extent that the Remuneration Committee is authorised to
capitalise from the reserves of the Company a sum equal to the
amount by which the nominal value of the Shares in respect of which
the Option is exercisable exceeds the adjusted Acquisition Price.
The Remuneration Committee may apply such sum in paying up such
amount on such Shares so that on the exercise of any Option in
respect of which such a reduction shall have been made, the
Remuneration Committee shall capitalise such sum (if any) and apply
the same in paying up such amount as aforesaid.
10.3 The Remuneration Committee may take such steps as it considers
necessary to notify Optionholders of any adjustment made under Rule
10.1 and to call in, cancel, endorse, issue or re-issue any Option
Certificate consequent upon such adjustment.
11. Administration
11.1 The Remuneration Committee shall have power from time to time to
make and vary such regulations (not being inconsistent with this
Scheme) for the implementation and administration of this Scheme as
it thinks fit but shall not for the avoidance of doubt have the
power to amend or vary Rule 4.4.
15
<PAGE>
11.2 The decision of the Remuneration Committee shall be final and
binding in all matters relating to this Scheme (other than in the
case of matters to be determined or confirmed by the Auditors in
accordance with this Scheme).
11.3 The costs of establishing and administering this Scheme shall be
borne by the Company.
11.4 The Company shall not be obliged to provide Eligible Employees or
Optionholders with copies of any notices, circulars or other
documents sent to shareholders of the Company.
12. Amendments
12.1 The Remuneration Committee may from time to time amend or waive any
of these Rules by resolution provided that:-
(a) no such alteration shall be made without the prior approval by
75% of the holders of the class of "A" ordinary shares in the
Company except for any minor amendment or addition which the
Remuneration Committee consider necessary or desirable in
order to:-
(i) benefit the administration of the Scheme; or
(ii) take account of the provisions of any proposed or
existing legislation, statutory instrument, treasury
order or similar non-statutory legislation or
regulation; or
(iii) obtain or maintain favourable tax, exchange control or
regulatory treatment for the Company or any
Participating Company or any Optionholder
16
<PAGE>
provided that such amendments or additions do not affect Rule
4.4 of the Scheme; and
(b) where any alteration would abrogate or adversely affect the
rights of Optionholders in respect of Subsisting Options it
shall not be effective unless such alteration is made:-
(i) with the consent in writing of the majority of the
Optionholders holding Subsisting Options; or
(ii) by a resolution at a meeting of Optionholders by a
majority of the Optionholders who attend and vote either
in person or by proxy.
12.2 The Remuneration Committee shall, as soon as reasonably practicable
after making any alteration to the Rules of this Scheme, give
written notice of all amendments to all Optionholders.
13. General
13.1 This Scheme shall commence upon the date of its adoption by the
directors of the Company and shall (unless previously terminated by
a resolution of the Remuneration Committee or an ordinary resolution
of the Company in General Meeting) terminate upon the expiry of the
period of ten years from the date of the adoption. Upon termination
(howsoever occurring) no further Options may be granted but such
termination shall be without prejudice to the subsisting rights and
obligations of Optionholders in existence at the date thereof.
13.2 The Company shall at all times keep available sufficient authorised
and unissued Shares, or shall ensure that sufficient Shares will be
available, to satisfy the exercise
17
<PAGE>
to the full extent still possible of all Subsisting Options, taking
account of any other obligations of the Company to issue Shares.
13.3 Notwithstanding any other provision of this Scheme:-
(a) this Scheme shall not form part of any contract of employment
between any Participating Company and any employee of any such
company and the rights and obligations of any individual under
the terms of his office or employment with any Participating
Company shall not be affected by his participation in this
Scheme or any right which he may have to participate in it and
this Scheme shall afford such an individual no additional
rights to compensation or damages in consequence of the
termination of such office or employment for any reason
whatsoever; and
(b) this Scheme shall not confer on any person any legal or
equitable rights (other than those constituting the Options
themselves) against any Participating Company directly or
indirectly, or give rise to any cause of action at law or in
equity against any Participating Company.
13.4 Save as otherwise provided in this Scheme any notice or
communication to be given by the Company to any Eligible Employee or
Optionholder may be personally delivered or sent by ordinary post to
his last known address and where a notice or communication is sent
by post it shall be deemed to have been received 48 hours after the
same was put into the post properly addressed and stamped. Share
certificates and other communications sent by post will be sent at
the risk of the Eligible Employee or Optionholder concerned and the
Company shall have no
18
<PAGE>
liability whatsoever to any such person in respect of any
notification, document, share certificate or other communication so
given, sent or made.
13.5 Any notice to be given to the Company shall be delivered or sent to
the Company at its registered office and shall be effective upon
receipt.
13.6 This Scheme and all Options granted under it shall be governed by
and construed in accordance with English law.
19
<PAGE>
APPENDIX
THE ST. QUINTIN HOLDINGS LIMITED
1999 UNAPPROVED SHARE OPTION SCHEME
OPTION CERTIFICATE
This is to certify that --------------------------------------------------------
is the holder of an Option to acquire ------------- Ordinary Shares having a
nominal value of 1 pence each in St. Quintin Holdings Limited. The Acquisition
Price shall be 80.18 pence per Ordinary Share.
This Option was granted on ------------------ 1999 under the Rules of The St.
Quintin Holdings Limited 1999 Unapproved Share Option Scheme ("the Scheme").
The Option shall only be exercisable in the event of a Company Acquisition and
is subject to the conditions of exercise set out in the Option Certificate
Appendix and if no Company Acquisition has occurred within three years of the
Date of Grant the Option shall lapse.
Upon satisfaction of the conditions of exercise, the Option may be exercised in
whole or in part by completing the Exercise Notice overleaf.
This Option is not transferable and will lapse upon the occasion of a purported
assignment, charge, disposal or other dealing with the rights conveyed by it in
any other circumstances.
This Option shall not afford to the Optionholder any additional right to
compensation on the termination of the Optionholder's employment which would not
have existed had the Scheme not existed.
This Option Certificate and the Option Certificate Appendix are subject to all
of the terms, conditions and provisions of the Scheme including, without
limitation, the amendment provisions thereof, and to such rules, regulations and
interpretations relating to the Scheme as may be adopted by the Remuneration
Committee and as may be in effect from time to time. The Scheme is incorporated
herein by reference. If and to the extent that the Option Certificate and the
Option Certificate Appendix conflict or are inconsistent with the terms,
conditions and provisions of the Scheme, the Scheme shall prevail and this
Option Certificate and the Option Certificate Appendix shall be deemed to be
modified accordingly.
Executed as a Deed and Delivered by St. Quintin Holdings Limited in accordance
with Section 36A Companies Act 1985 under the hands of:-
....................................................
(Director/Secretary)
....................................................
(Director)
20
<PAGE>
THIS CERTIFICATE IS IMPORTANT AND SHOULD BE KEPT
WITH YOUR PERSONAL PAPERS.
Please Note: Should you wish to disclaim the Option which has been granted to
you, please return this Option Certificate to the Company with your written
notification within 30 days of the Date of Grant of this Option.
Certificate No .........................
ST. QUINTIN HOLDINGS LIMITED
RULES OF THE ST. QUINTIN HOLDINGS LIMITED
1999 UNAPPROVED SHARE OPTION SCHEME
OPTION CERTIFICATE APPENDIX
FOR THE GROUP "A" AND "B" SALARIED PARTNERS
1. In the event of a Company Acquisition the number of shares (S) over which
a Subsisting Option may be exercised at any time shall be determined by
reference to the formula below and shall be rounded up to the nearest
whole number of shares:
S = X x Y
Where X = the number of shares on the face of the original Option
Certificate
and Y = the relevant percentage determined in accordance with
paragraph 2 below.
2. Y shall be determined in accordance with the following provisions:
On or after but before
the date of the Company the 1st anniversary of 0%
Acquisition the Company Acquisition
the 1st anniversary of the 2nd anniversary of 14.29%
the Company Acquisition the Company Acquisition
the 2nd anniversary of the 3rd anniversary of
the Company Acquisition the Company Acquisition 28.58%
the 3rd anniversary of the the 4th anniversary of the
Company Acquisition Company Acquisition 42.87%
21
<PAGE>
On or after but before
the 4th anniversary of the 5th anniversary of the
the Company Acquisition Company Acquisition 71.44%
the 5th anniversary of
the Company Acquisition 100%
ST. QUINTIN HOLDINGS LIMITED
RULES OF THE ST. QUINTIN HOLDINGS LIMITED
1999 UNAPPROVED SHARE OPTION SCHEME
OPTION CERTIFICATE APPENDIX
FOR THE GROUP "C" AND "D"SALARIED PARTNERS
1. In the event of a Company Acquisition the number of shares (S) over which
a Subsisting Option may be exercised at any time shall be determined by
reference to the formula below and shall be rounded up to the nearest
whole number of shares:
S = X x Y
Where X = the number of share on the face of the original Option
Certificate
and Y = the relevant percentage determined in accordance with paragraph
2 below.
2. Y shall be determined in accordance with the following provisions:
On or after But before
the date of the Company The 1st anniversary of 0%
Acquisition The Company Acquisition
the 1st anniversary of The 2nd anniversary of 25%
the Company Acquisition The Company Acquisition
the 2nd anniversary of The 3rd anniversary of
the Company Acquisition The Company Acquisition 50%
the 3rd anniversary of the The 4th anniversary of the
Company Acquisition Company Acquisition 66.67%
the 4th anniversary of
the Company Acquisition 100%
22
<PAGE>
ST. QUINTIN HOLDINGS LIMITED
RULES OF THE ST. QUINTIN HOLDINGS LIMITED
1999 UNAPPROVED SHARE OPTION SCHEME
OPTION CERTIFICATE APPENDIX
FOR THE GROUP "E" SALARIED PARTNERS & "A" AND "B" ASSOCIATES
1. In the event of a Company Acquisition the number of shares (S) over which
a Subsisting Option may be exercised at any time shall be determined by
reference to the formula below and shall be rounded up to the nearest
whole number of shares:
S = X x Y
Where X = the number of shares on the face of the original Option
Certificate
and Y = the relevant percentage determined in accordance with paragraph
2 below.
2. Y shall be determined in accordance with the following provisions:
On or after but before
the date of the Company the 1st anniversary of 0%
Acquisition the Company Acquisition
the 1st anniversary of the 2nd anniversary of 33.33%
the Company Acquisition the Company Acquisition
the 2nd anniversary of the 3rd anniversary of
the Company Acquisition the Company Acquisition 66.67%
the 3rd anniversary of
the Company Acquisition 100%
23
<PAGE>
EXERCISE NOTICE
(Reverse side)
UNDER THE ST. QUINTIN HOLDINGS LIMITED
1999 UNAPPROVED SHARE OPTION SCHEME ("the Scheme")
TO: The Secretary
St. Quintin Holdings Limited
From: ------------------------------------------------- (name in BLOCK CAPITALS)
(1) I hereby give notice to St. Quintin Holdings Limited that immediately upon
your receipt of this Notice and the enclosed remittance I am exercising
the Option, granted in the Option certificate overleaf, to acquire*
------------------------- Ordinary Shares of 1 pence each in St.Quintin
Holdings Limited at the Acquisition Price stated overleaf.
(2) I enclose herewith a cheque drawn in favour of St. Quintin Holdings
Limited crossed "A/c Payee" for(pound) ---------------------- being the
amount payable in full for those shares.
(3) I acknowledge the appointment of St. Quintin Holdings Limited as my agent
if the circumstances set out in Rule 8.6 of the Scheme Rules apply to the
effect that it is authorised to sell such number of the shares acquired by
this exercise of option as may be necessary to satisfy any liability to
PAYE or other fiscal impositions or duties which St. Quintin Holdings
Limited or my employer may be liable for as a result of the exercise of
this Option and which may not be met out of my salary or other earnings
and that following the sale of such number of shares as may be required to
satisfy any PAYE liability or other fiscal impositions or duties payable
that St. Quintin Holdings Limited or my employer will remit any balance to
me.
(4) I certify that I am the personal representative of -----------------------
(deceased) in whose name the Option was granted. (Delete the whole if
inapplicable)
------------------------- -------------------------
Date Signed
* Any partial exercise of the Option (except where such partial exercise
completes the exercise of the Option) should be for no more than the
number of shares determined by reference to the Option Certificate
Appendix.
24
Exhibit 5
Letterhead of Proskauer Rose LLP
April 29, 1999
Insignia Financial Group, Inc.
200 Park Avenue
New York, New York 10166
Dear Sirs:
We are acting as counsel to Insignia Financial Group, Inc. (f/k/a
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 611,962 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 options (the "Options") granted under the St. Quintin
Holdings Limited 1999 Unapproved Share Option Scheme (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 Options, 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>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Insignia Financial Group, Inc. (f/k/a Insignia/ESG Holdings, Inc.)
pertaining to the registration of 611,962 shares of Common Stock of Insignia
Financial Group, Inc. under the St. Quintin Holdings Limited 1999 Unapproved
Share Option Scheme of our report dated March 5, 1999 with respect to the
consolidated and combined financial statements of Insignia Financial Group, Inc.
included in the Annual Report (Form 10-K) for the year ended December 31, 1998
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Greenville, South Carolina
April 28, 1999
<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 Financial Group, 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
/s/ Andrew J.M. Huntley
- -----------------------
Andrew J.M. Huntley
