<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Neuberger Berman Inc.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delware 06-1523639
- ---------------------------------------- -------------------
(State of incorporation or organization) (IRS Employer
Identification No.)
605 Third Avenue
New York, New York 10158
- ---------------------------------------- -------
(Address of principal executive offices) (Zip Code)
<TABLE>
<S> <C>
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction to General Instruction A(d) please
Instruction A(c), check check the following box. |_|
the following box. |X|
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- ------------------- ------------------------------
Common Stock (Par Value $ 0.01 Per Share) New York Stock Exchange
- ----------------------------------------- -----------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
- ----------------
(Title of class)
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant is applying for registration of its Common
Stock, par value $0.01 per share (the "Common Stock"). The information
concerning the Common Stock is incorporated by reference to the section entitled
"Description of Capital Stock" in the prospectus forming a part of the
Registration Statement on Form S-1, as amended from time to time (Registration
No. 333-84525), filed by the Company under the Securities Act of 1933, as
amended.
Item 2. EXHIBITS.
1. The section entitled "Description of Capital Stock" of the
prospectus forming a part of the Registrant's Registration Statement on Form
S-1, as amended from time to time (Registration No. 333-84525) (the "Form
S-1"), is incorporated herein by this reference.
2. The Registrant's Certificate of Incorporation (incorporated
herein by reference to Exhibit 3.1 of the Form S-1).
3. The Registrant's By-Laws (incorporated herein by reference to
Exhibit 3.2 of the Form S-1).
4. The Registrant's specimen of common stock certificate
(incorporated herein by reference to Exhibit 4.1 of the Form S-1).
5. The Stockholders Agreement, dated as of August 2, 1999, by and
among the Registrant and the stockholders named therein (incorporated herein
by reference to Exhibit 4.2 of the Form S-1).
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
NEUBERGER BERMAN INC.
Date: October 4, 1999
By: /s/ Jeffrey B. Lane
--------------------------------
Name: Jeffrey B. Lane
Title: President and Chief Executive Officer
3
