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As filed with the Securities and Exchange Commission on October 7, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEUBERGER BERMAN INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1523639
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
605 THIRD AVENUE
NEW YORK, NEW YORK 10158
(Address of Principal Executive Offices) (Zip Code)
1999 NEUBERGER BERMAN INC. DIRECTORS STOCK INCENTIVE PLAN,
1999 NEUBERGER BERMAN INC. ANNUAL INCENTIVE PLAN,
1999 NEUBERGER BERMAN INC. LONG-TERM INCENTIVE PLAN,
1999 NEUBERGER BERMAN INC. DEFERRED COMPENSATION PLAN AND
NEUBERGER BERMAN INC. EMPLOYEE DEFINED CONTRIBUTION
STOCK INCENTIVE PLAN
(Full titles of the Plans)
C. CARL RANDOLPH, ESQUIRE
GENERAL COUNSEL
NEUBERGER BERMAN INC.
605 THIRD AVENUE
NEW YORK, NEW YORK 10158
(Name and address of agent for service)
212-476-9000
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED* REGISTERED* OFFERING PRICE PER AGGREGATE PRICE** FILING FEE
SHARE**
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 14,464,344 $32.00 $462,859,008 $128,674.80
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</TABLE>
* The number of shares of Company Stock to be offered pursuant to the
Neuberger Berman Inc. Employee Defined Contribution Stock Incentive Plan
(4,264,344), 1999 Neuberger Berman Inc. Directors Stock Incentive Plan
(200,000) and the 1999 Neuberger Berman Inc. Long-Term Incentive Plan
(10,000,000). Pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
** Estimated for purposes of calculation of the registration fee pursuant to
Rule 457(h).
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following document filed by Neuberger Berman Inc. (the "Company")
with the Securities and Exchange Commission is incorporated by reference in this
Registration Statement:
(1) the description of the Company's Common Stock, $.01 par value per
share, contained in a registration statement filed under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
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 a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law (the "Delaware Law") permits a
Delaware corporation to include a provision in its Certificate of Incorporation,
and the Company's Certificate of Incorporation so provides, 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 may not eliminate or limit the liability of a
director (i) for any such 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 of the Delaware Law which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions. Under Delaware
Law, directors and officers may be indemnified against expenses (including
attorneys' fees), judgments, fines and
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amounts paid in settlement in connection with any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation (a
"derivative action")) if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interest of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe their conduct was unlawful. In derivative actions, indemnification
extends only to expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and, in the event such person shall have
been adjudged to be liable to the corporation, only to the extent that a proper
court shall have determined that such person is fairly and reasonably entitled
to indemnity for such expenses.
The Company's Bylaws provide that directors and officers shall be, and
at the discretion of the Company, nonofficer employees may be, indemnified by
the Company against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with any action,
suit or proceeding and any appeal therefrom, if such person acted in good faith
and reasonably believed his or her actions were not opposed to the best
interests of the Company. The Bylaws also provide that the right of directors
and officers to indemnification shall be a contract right and shall not be
exclusive of any other right now possessed or hereafter acquired under any
Bylaw, agreement, vote of stockholders or otherwise.
The Company maintains directors' and officers' reimbursement and
liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities law.
ITEM 7. EXEMPTION FOR REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5.1 Opinion of Debevoise & Plimpton (filed herewith).
23.1 Consent of Arthur Andersen LLP (filed herewith).
23.2 Consent of Debevoise & Plimpton (included in Exhibit 5.1).
24.1 Powers of attorney (filed herewith).
99.1 The 1999 Neuberger Berman Inc. Directors Stock Incentive Plan,
incorporated by reference to exhibit 10.1 to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Registration No.
333-84525) filed with the
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Securities and Exchange Commission on September 3, 1999.
99.2 The 1999 Neuberger Berman Inc. Annual Incentive Plan, incorporated
by reference to exhibit 10.3 to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-84525) filed
with the Securities and Exchange Commission on September 3, 1999.
99.3 The 1999 Neuberger Berman Inc. Long-Term Incentive Plan,
incorporated by reference to exhibit 10.2 to Amendment No. 3 to the
Company's Registration Statement on Form S-1 (Registration No.
333-84525) filed with the Securities and Exchange Commission on
September 14, 1999.
99.4 The 1999 Neuberger Berman Inc. Deferred Compensation Plan,
incorporated by reference to exhibit 10.4 to Amendment No. 3 to the
Company's Registration Statement on Form S-1 (Registration No.
333-84525) filed with the Securities and Exchange Commission on
September 14, 1999.
99.5 The Neuberger Berman Inc. Employee Defined Contribution Stock
Incentive Plan, incorporated by reference to exhibit 10.5 to the
Company's Registration Statement on Amendment No. 3 to Form S-1
(Registration No. 333-84525) filed with the Securities and Exchange
Commission on September 14, 1999.
ITEM 9. UNDERTAKINGS
a. RULE 415 OFFERING. 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the
changes in volume and price represent no more than a 20%
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change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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;
PROVIDED, HOWEVER, that paragraphs (a)(I) and (a)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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. SUBSEQUENT EXCHANGE ACT DOCUMENTS. The undersigned hereby undertakes
that, for purposes of determining any liability under the Securities Act of
1933, as amended, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended (and, where applicable each filing of any employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended), 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. INDEMNIFICATION. Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, 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
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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
THE REGISTRANT. 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 October 7, 1999.
NEUBERGER BERMAN INC.
By: /s/ Jeffrey B. Lane
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Name: Jeffrey B. Lane
Title: President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Jeffrey B. Lane and Robert Matza, or
either of them, as each such person's true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him/her and in
his/her name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and any and
all other instruments which either of said attorneys-in-fact and agents deems
necessary or advisable to enable the Company to comply with the Act, the rules,
regulations and requirements of the SEC in respect thereof, and the securities
or Blue Sky laws of any State or other governmental subdivision, giving and
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 fully for all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
/s/ Lawrence Zicklin Chairman, October 7, 1999
- ----------------------- Director
Lawrence Zicklin
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/s/ Richard A. Cantor Vice Chairman October 7, 1999
- ----------------------- Director
Richard A. Cantor
/s/ Marvin C. Schwartz Vice Chairman October 7, 1999
- ----------------------- Director
Marvin C. Schwartz
/s/ Jeffrey B. Lane President, Chief Executive October 7, 1999
- ----------------------- Officer and Director
Jeffrey B. Lane
/s/ Michael M. Kassan Executive Vice President, October 7, 1999
- ----------------------- Chief Investment Officer
Michael M. Kassan Director
/s/ Robert Matza Executive Vice President October 7, 1999
- ----------------------- Chief Administrative
Robert Matza Officer, Director
/s/ Heidi L. Schneider Executive Vice President October 7, 1999
- ----------------------- Director
Heidi L. Schneider
/s/ Peter E. Sundman Executive Vice President October 7, 1999
- ----------------------- Director
Peter E. Sundman
/s/ Philip Ambrosio Senior Vice President October 7, 1999
- ---------------------- Chief Financial Officer
Philip Ambrosio
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EXHIBIT INDEX
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Exhibit
No. Page
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5.1 Opinion of Debevoise & Plimpton
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Debevoise & Plimpton (Included in Exhibit 5)
24.1 Powers of attorney (Included on signature paage)
99.1 The 1999 Neuberger Berman Inc. Directors Stock Incentive Plan, incorporated by
reference to exhibit 10.1 to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Registration No. 333-84525) filed with the Securities and
Exchange Commission on September 3, 1999.
99.2 The 1999 Neuberger Berman Inc. Annual Incentive Plan, incorporated by reference
to exhibit 10.3 to Amendment No. 1 to the Company's Registration Statement on
Form S-1 (Registration No. 333-84525) filed with the Securities and Exchange
Commission on September 3, 1999.
99.3 The 1999 Neuberger Berman Inc. Long-Term Incentive Plan, incorporated by
reference to exhibit 10.2 to Amendment No. 3 to the Company's Registration
Statement on Form S-1 (Registration No. 333-84525) filed with the Securities and
Exchange Commission on September 14, 1999.
99.4 The 1999 Neuberger Berman Inc. Deferred Compensation Plan, incorporated by
reference to exhibit 10.4 to Amendment No. 3 to the Company's Registration
Statement on Form S-1 (Registration No. 333-84525) filed with the Securities and
Exchange Commission on September 14, 1999.
99.5 The Neuberger Berman Inc. Employee Defined Contribution Stock
Incentive Plan, incorporated by reference to exhibit 10.5 to the
Company's Registration Statement on Amendment No. 3 to Form S-1
(Registration No. 333-84525) filed with the Securities and
Exchange Commission on September 14, 1999.
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Exhibit 5.1
[Letterhead of Debevoise & Plimpton]
October 7, 1999
Neuberger Berman Inc.
605 Third Avenue
New York, New York
Dear Sirs:
We have acted as counsel to Neuberger Berman Inc., a New York
corporation (the "Company"), in connection with the filing by the Company of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the registration of 10,200,000 shares of Common Stock relating to the 1999
Neuberger Berman Inc. Directors Stock Incentive Plan and the 1999 Neuberger
Berman Inc. Long-Term Incentive Plan (the "Plans").
We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of the Plans and such other corporate records,
documents, certificates or other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion set forth below. In rendering
such opinion, we have assumed that grants of Common Stock subject to
restrictions on transferability pursuant to the Plans will be made only for past
services to the Company having an aggregate value not less than the aggregate
par value of the Common Stock so granted.
Based on the foregoing, we are of the opinion that authorized but not
previously issued shares of Common Stock which may be issued under the Plans
have been duly authorized and when issued in accordance with the terms of the
Plans will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement. In giving such consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Debevoise & Plimpton
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 16, 1999 (and to all references to our firm) incorporated by
reference in this Form S-8 Registration Statement.
/s/ Arthur Andersen LLP
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New York, NY
October 7, 1999
