As filed with the Securities and Exchange Commission on July 11, 2000
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)
200 Park Avenue
New York, New York 10166
(Address of principal executive offices) (Zip Code)
WARRANT AGREEMENTS
(Full title of the Plan)
Adam B. Gilbert, Esq.
Executive Vice President, General Counsel and Secretary
Insignia Financial Group, Inc.
200 Park Avenue
New York, New York 10166
(212) 984-8033
(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 maximum Proposed maximum Amount of
securities to be registered offering price aggregate registration
be registered per share offering price fee
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Common Stock, 1,493,000 $8.992(2) $13,427,312.50 $3,544.81
par value shs(1)
$0.01 per share
---------------------
(1) Shares of Common Stock registered for sale upon exercise of outstanding
warrant agreements (the "Warrants").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933. The Warrants have
exercise prices ranging from $8.00 to $13.0625, with an average exercise price
of $8.99.
<PAGE>
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, 1999;
2. Amendment No. 1 to the Corporation's Annual Report on Form 10-K/A for
the year ended December 31, 1999;
3. The Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
4. The Corporation's Current Report on Form 8-K filed May 25, 2000; and
5. The description of the Corporation's capital stock contained in its
Registration Statement on Form 10/A filed August 7, 1998, including any
amendments or reports filed for the purpose of updating such description.
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.
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Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
------ -------------------------------------
Not applicable.
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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, as amended (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 as 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 and one senior executive officer 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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4.1 Form of Warrant Agreement entered into between the Registrant and each
of the following individuals:
James A. Aston
Andrew L. Farkas
Frank M. Garrison
Ronald Uretta
Incorporated by reference to Exhibit 10.2(v) of the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1999 (File No.
1-14373)
4.2 Form of Warrant Agreement entered into between the Registrant and each
of the following individuals:
Richard Archer Lucy Jennings
Chris Batham-Read Michael Jones
Stephen Benson John Lea
Kate Blumenthal Antony Leech
Peter Bolton Mark Lethbridge
David Boyne Simon Lewsey
James Brounger Peter Matthews
Timothy Coleman Sean Maxwell
Peter Cooper-Perry David Noble
Tony Dann Matthew Pullen
Nanette Gibb Karen Queen
Guy Gilfillan Simon Radford
Sara Golledge Robert Riley
John Griffiths Stewart Smith
Christine Hanson Mark Symonds
Rob Hayes Christian Vydra
Andrew Hearn Stuart Webster
David Heighway
4.3 Form of Warrant Agreement entered into between the Registrant and each
of the following individuals:
Robert J. Denison
Robin L. Farkas
Robert G. Koen
H. Strauss Zelnick
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Incorporated by reference to Exhibit 10.2(w) of the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1999 (File No. 1-14373).
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.
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(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 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 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
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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 11th day of
July, 2000.
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 July 11, 2000
--------------------------- and Director
Andrew L. Farkas (Principal Executive Officer)
/S/ JAMES A. ASTON Chief Financial Officer July 11, 2000
--------------------------- (Principal Financial and
James A. Aston Accounting Officer)
/S/ ROBERT K. DENISON Director July 11, 2000
---------------------------
Robert K. Denison
/S/ ROBIN L. FARKAS Director July 11, 2000
---------------------------
Robin L. Farkas
/S/ ANDREW J.M. HUNTLEY Director July 11, 2000
---------------------------
Andrew J.M. Huntley
/S/ ROBERT G. KOEN Director July 11, 2000
---------------------------
Robert G. Koen
/S/ STEPHEN B. SIEGEL Director July 11, 2000
---------------------------
Stephen B. Siegel
/S/ H. STRAUSS ZELNICK Director July 11, 2000
---------------------------
H. Strauss Zelnick
<PAGE>
Exhibit 4.2
WARRANT NO. ___________
INSIGNIA FINANCIAL GROUP, INC.
WARRANT AGREEMENT
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THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE
STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
EXCHANGED, MORTGAGED, PLEDGED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM AND ARE SUBJECT TO OTHER RESTRICTIONS ON
TRANSFER SET FORTH HEREIN. BY HIS ACCEPTANCE HEREOF, THE HOLDER OF THIS
AGREEMENT REPRESENTS THAT HE IS ACQUIRING SUCH SECURITIES FOR INVESTMENT
PURPOSES ONLY AND NOT WITH A VIEW TOWARD THE DISTRIBUTION OR RESALE THEREOF.
WARRANT AGREEMENT, dated as of February 15, 2000 (this "Agreement"), by and
between Insignia Financial Group, Inc. (the "Company") and _______ (the
"Employee").
PRELIMINARY STATEMENT
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The purpose of this Agreement is to evidence the grant of a warrant to
purchase common stock of the Company to the Employee, who is a key employee of
the Company or a subsidiary of the Company. The general purpose of the grant is
to promote the interests of the Company and its stockholders by providing to the
Employee additional incentives to continue and increase his efforts with respect
to, and to remain in the employ of, the Company or a subsidiary of the Company.
The Board of Directors and the Compensation Committee of the Board of
Directors of the Company (the "Committee") have authorized the granting to the
Employee of a warrant (the "Warrant") to purchase the number of shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), set forth
below. The Committee shall have the authority to administer and interpret the
terms of this Agreement.
Accordingly, the parties hereto agree as follows:
<PAGE>
1. GRANT OF WARRANT. Subject in all respects to the terms and conditions
set forth herein, the Employee is hereby granted a Warrant to purchase from the
Company up to _______ shares of Common Stock at a price per share of $13.0625
(the "Exercise Price"). This Agreement shall be numbered and registered on the
books of the Company.
2. EXERCISE.
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(a) The Warrant shall become exercisable in installments on the dates
provided below, which shall be cumulative; provided that the Employee has not
incurred a Termination of Employment with the Employer prior to that date. To
the extent that the Warrant has become vested and exercisable with respect to a
percentage of shares of Common Stock granted as provided below, the Warrant may
thereafter be exercised by the Employee, in whole or in part, at any time or
from time to time prior to the expiration of the Warrant as provided herein,
including, without limitation, the filing of such written form of exercise
notice, if any, as may be required by the Committee and payment in full of the
Exercise Price multiplied by the number of shares of Common Stock so exercised.
Upon expiration of the Warrant, the Warrant shall be canceled and no longer
exercisable. The following table indicates the dates (the "Vesting Dates") upon
which the Employee shall be entitled to exercise the Warrant with respect to the
percentage of shares granted as indicated beside that date:
VESTING DATE PERCENT VESTED
------------ --------------
February 15, 2001 20%
February 15, 2002 40%
February 15, 2003 60%
February 15, 2004 80%
February 15, 2005 100%
There shall be no proportionate or partial vesting in the periods prior to
each Vesting Date and all vesting shall occur only on the appropriate Vesting
Date.
(b) Notwithstanding any other provision to the contrary, to the extent
this Warrant is not vested upon the Employee's Termination of Employment, the
Warrant shall, upon such Termination of Employment, be non-exercisable and shall
be canceled.
(c) The Employee may exercise the Warrant in whole or in part at any time
and from time to time prior to the expiration of the Warrant as provided herein
by serving written notice of such exercise on the Committee accompanied by
payment in full of the aggregate Exercise Price. The Company will not be under
obligation to deliver to the Employee any Common Stock unless and until all
legal matters in connection with the issuance and delivery of the Common Stock
have been approved by the Company's counsel. Payment of the aggregate Exercise
Price shall be made in a manner acceptable to the Committee, in its sole
discretion, and payment shall generally be made in cash or in shares of Common
Stock which the Employee has owned for at least six months (and for which the
Employee has good title free and clear of any liens and encumbrances) based on
the fair
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market value of the Common Stock on the payment date as determined by the
Committee (or any combination thereof) against delivery of the shares of Common
Stock.
The Company shall not be required to issue fractional shares of Common
Stock on the exercise of the Warrant. If any fractional share of Common Stock
would, except for this provision, be issuable upon the exercise of the Warrant,
the Company shall pay an amount in cash equal to the current fair market value
of such fractional share of Common Stock.
3. TERMINATION.
-----------
To the extent warrants have vested at the time of an Employee's Termination
of Employment, the Warrants shall remain exercisable as follows:
(a) In the event of the Employee's Termination of Employment by reason of
death, Disability or Retirement, the Warrant shall remain exercisable until the
earlier of (i) one (1) year from the date of such Termination of Employment or
(ii) the expiration of the stated term of the Warrant pursuant to Section 3
hereof; provided, however, that in the case of Retirement, if the Employee dies
within such one (1) year exercise period, any unexercised Warrant held by such
Employee shall thereafter be exercisable, to the extent to which it was
exercisable at the time of death, for a period of one (1) year from the date of
death, but in no event beyond the expiration of the stated term of the Warrant
pursuant to Section 4 hereof.
(b) In the event of the Employee's involuntary Termination of Employment
without Cause, the Warrant shall remain exercisable until the earlier of (i)
ninety (90) days from the date of such Termination of Employment or (ii) the
expiration of the stated term of the Warrant pursuant to Section 3 hereof.
(c) In the event of the Employee's voluntary Termination of Employment,
the Warrant shall remain exercisable until the earlier of (i) thirty (30) days
from the date of such Termination of Employment or (ii) the expiration of the
stated term of the Warrant pursuant to Section 3 hereof.
(d) In the event of the Employee's Termination of Employment for Cause or
in the event of a Employee's voluntary termination within ninety (90) days after
an event that would be grounds for a Termination of Employment for Cause, the
Employee's entire Warrant (whether or not vested) shall be forfeited and
canceled in its entirety upon such Termination of Employment.
4. TERM. Subject to the provisions of Section 3, the Warrant will expire
on the date which is five (5) years and six (6) months from the date of this
Agreement.
5. CHARACTER OF SHARES. Shares of Common Stock deliverable under the
terms of this Agreement shall be shares of Common Stock held in the Company's
treasury.
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6. RESERVATION OF SHARES. The Company shall at all times reserve a number
of shares of Common Stock held in the Company's treasury equal to the maximum
number of shares of Common Stock that may be subject to the Warrant.
7. RESTRICTION ON TRANSFER OF WARRANT. The Warrant is not transferable
otherwise than by will or under the applicable laws of descent and distribution.
During the lifetime of the Employee, the Warrant may be exercised only by the
Employee or the Employee's guardian or legal representative. In addition, the
Warrant shall not be assigned, negotiated, pledged or hypothecated in any way
(whether by operation of law or otherwise), and the Warrant shall not be subject
to execution, attachment or similar process. Any other attempt to transfer,
assign, negotiate, pledge or hypothecate the Warrant shall be void.
8. RESTRICTIONS ON TRANSFER OF SHARES OF COMMON STOCK. Neither any of the
shares of Common Stock purchased upon exercise of the Warrant, nor any interest
therein, may be sold, transferred, or otherwise disposed of in the absence of
registration or qualification, as the case may be, of the same under the
Securities Act and applicable state securities laws, or an exemption therefrom.
Unless the sale of the shares of Common S tock to be purchased upon
exercise of the Warrant is registered pursuant to an effective registration
statement under the Securities Act at the time of such exercise, each
certificate for shares of Common Stock initially issued upon exercise of the
Warrant shall bear the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED, EXCHANGED, MORTGAGED, PLEDGED,
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM. BY ITS
ACCEPTANCE HEREOF, THE HOLDER OF THIS CERTIFICATE
REPRESENTS THAT IT IS ACQUIRING SUCH SECURITIES
FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW
TOWARD THE DISTRIBUTION OR RESALE THEREOF."
9. INVESTMENT LETTER. Unless the sale of the shares of Common Stock to
be purchased upon exercise of the Warrant is registered pursuant to an effective
registration statement under the Securities Act at the time of such exercise,
prior to the delivery to the Employee of certificates or other documents
representing the shares of Common Stock, the Employee will execute and deliver
to the Company a letter, in form and substance satisfactory to the Company,
containing the following representations, warranties, covenants, and agreements:
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(a) The Employee is acquiring the shares of Common Stock for his own
account (and not for the account of others), for investment purposes only, and
not with a view toward the resale or distribution thereof;
(b) By virtue of the Employee's position, he has access to the same kind
of information which would be available in a registration statement filed under
the Securities Act and he has received copies of all Reports on Forms 10-K,
10-Q, and 8-K, and other forms, required to be filed and filed by the Company
with the Securities and Exchange Commission;
(c) The Employee understands that he may not sell or dispose of the shares
of Common Stock in the absence of either a registration statement under the
Securities Act or an exemption from the registration provisions of the
Securities Act and applicable state securities laws;
(d) The Employee understands and agrees that if he should decide to
dispose of or transfer any of the shares of Common Stock, he may dispose of them
(i) only in compliance with the Securities Act as then in effect, and (ii) upon
delivery to the Company of an opinion, in form and substance reasonably
satisfactory to the Company, of recognized securities counsel to the effect that
the disposition or transfer is to be made in compliance with all applicable
federal and state securities laws; and
(e) The Employee understands that stop transfer instructions to the
foregoing effect will be in effect with respect to the shares of Common Stock.
10. RIGHTS AS A STOCKHOLDER. The Employee shall have no rights as a
stockholder with respect to any shares of Common Stock covered by the Warrant
until the Employee shall have become the holder of record of the shares of
Common Stock, and no adjustments shall be made for dividends in cash or other
property, distributions or other rights in respect of any such shares of Common
Stock.
11. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. The Committee may make or
provide for such adjustments in the maximum number of shares of Common Stock
specified in Section 1, in the number of shares of Common Stock covered by the
Warrant granted hereunder, and/or in the Exercise Price applicable to the
Warrant or such other adjustments in the number and kind of securities received
upon the exercise of the Warrant, as the Committee in its sole discretion may
determine is equitably required to prevent dilution or enlargement of the rights
of the Employee or to otherwise recognize the effect that otherwise would result
from any stock split, stock dividend, combination or reclassification of shares,
recapitalization or other change in the capital structure of the Company,
merger, consolidation, spin-off, reorganization, partial or complete
liquidation, issuance of rights or warrants to purchase securities or any other
corporate transaction or event having an effect similar to any of the foregoing.
If any merger, consolidation or similar transaction affects the Common Stock
subject to the unexercised or unvested portion of the Warrant, the Committee or
a committee of the board of directors of any surviving or acquiring corporation
shall
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take such action as is equitable and appropriate to substitute a new warrant for
the Warrant or to assume the Warrant in order to make such new or assumed
warrant, as nearly as may be practicable, equivalent to the Warrant.
12. NON-ALIENATION OF BENEFITS. Except as provided herein, no right or
benefit under this Agreement shall be subject to anticipation, alienation, sale,
assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge,
and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge,
exchange, transfer, encumber or charge the same shall be void. No right or
benefit hereunder shall in any manner be liable for or subject to the debts,
contracts, liabilities or torts of the person entitled to such benefits.
13. TERMINATION AND AMENDMENT. Subject to the Employee's consent as
described below, the Board of Directors of the Company may at any time
terminate, modify or amend this Agreement in such respects as it shall deem
advisable; provided, however, that any such termination, modification or
amendment shall comply with all applicable laws, applicable stock exchange
listing requirements and applicable requirements for exemption (to the extent
necessary) under Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). No termination, modification or amendment of this
Agreement may, without the consent of the Employee, adversely affect the rights
of the Employee with respect to the Warrant. With the consent of the Employee,
the Committee may agree to cancel the Warrant and issue a new warrant in
substitution therefor, provided that the new warrant shall satisfy all of the
requirements of this Agreement as of the date such new warrant is granted.
14. WITHHOLDING. The Company shall have the right to deduct from any
payment to be made to the Employee, or to otherwise require, prior to the
delivery of any shares of Common Stock or the payment of any cash hereunder,
payment by the Employee of, any taxes required by law to be withheld. The
Committee may in its discretion permit any such withholding obligation with
regard to the Employee to be satisfied by reducing the number of shares of
Common Stock otherwise deliverable or by delivering shares of Common Stock
already owned by the Employee. Any fraction of a share of Common Stock required
to satisfy such tax obligations shall be disregarded and the amount due shall be
paid instead in cash by the Employee.
15. NO OBLIGATION TO CONTINUE EMPLOYMENT. This Agreement does not
guarantee that the Company will employ the Employee for any specific time
period, nor does it modify in any respect the Company's right to terminate or
modify the Employee's employment or compensation.
16. EFFECTIVENESS OF THE AGREEMENT. This Agreement is effective as of the
date first set forth above.
17. SEPARABILITY. This Agreement shall be administered in accordance with
Rule 16b-3 under the Exchange Act. If any of the terms and provisions of this
Agreement conflict with the requirements of Rule 16b-3 under the Exchange Act,
then such terms and provisions shall be deemed inoperative to the extent they so
conflict with the requirements of Rule 16b-3.
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18. NON-EXCLUSIVITY OF THIS AGREEMENT. The execution of this Agreement by
the Company shall not be construed as creating any limitations on the power of
the Board of Directors of the Company to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of stock
options and the awarding of stock and cash, and such arrangements may be either
generally applicable or applicable only in specific cases.
19. EXCLUSION FROM PENSION AND PROFIT-SHARING COMPUTATION. By acceptance
of the Warrant, the Employee shall be deemed to have agreed that the Warrant is
special incentive compensation and that it will not be taken into account, in
any manner, as salary, compensation or bonus in determining the amount of any
payment under any pension, retirement or other employee benefit plan of the
Company. In addition, each beneficiary of the Employee shall be deemed to have
agreed that the Warrant will not affect the amount of any life insurance
coverage, if any, provided by the Company on the life of the Employee which is
payable to such beneficiary under any life insurance plan covering employees of
the Company.
20. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the state of Delaware (regardless of the law that
might otherwise govern under applicable Delaware principles of conflict of
laws).
21. NOTICES. Any notice or communication given hereunder shall be in
writing and shall be deemed to have been duly given when delivered in person, or
by United States mail, to the appropriate party at the address set forth below
(or such other address as the party shall from time to time specify):
If to the Company, to:
Insignia Financial Group, Inc.
200 Park Avenue
New York, New York 10166
Attn: General Counsel
If to the Employee, to:
the address indicated after his signature at the end of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
INSIGNIA FINANCIAL GROUP, INC.
BY:
Authorized Officer
EMPLOYEE
BY:
Name:
Address:
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Exhibit 5
Letterhead of Proskauer Rose LLP
July 11, 2000
The Board of Directors
Insignia Financial Group, Inc.
200 Park Avenue
New York, New York 10166
Ladies and Gentlemen:
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, as amended
(the "Act"), relating to the registration of 1,493,000 shares (the "Shares") of
Common Stock, par value $0.01 per share, of the Company held by the Company as
treasury shares. The Shares may be sold by the Company pursuant to exercise of
the warrant agreements (the "Warrants") referred to in the Registration
Statement.
We have examined and relied upon 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, validly issued, fully paid and non-assessable, and
upon the sale and transfer of the Shares upon exercise of the Warrants in
accordance with their terms, payment of the applicable warrant exercise price
therefor, upon compliance with applicable securities laws and assuming no change
in the applicable law or pertinent facts, the Shares 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 1,493,000 shares of Common Stock of Insignia
Financial Group, Inc. to be sold upon exercise of the Warrants referred to in
the Registration Statement of our report dated February 18, 2000 with respect to
the consolidated financial statements of Insignia Financial Group, Inc. included
in the Annual Report (Form 10-K) for the year ended December 31, 1999.
/s/ ERNST & YOUNG LLP
New York, New York
July 10, 2000
<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 warrants to purchase 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
