<PAGE>
As filed with the Securities and Exchange Commission on September 1, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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 or organization) Identification Number)
605 Third Avenue
New York, New York 10158
(212) 476-9000
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
Neuberger Berman Inc. Employee Stock Purchase Plan
Neuberger Berman Inc. Wealth Accumulation Plan
(Full title of the plan)
---------------------------------------
Kevin Handwerker, Esq.
General Counsel
Neuberger Berman Inc.
605 Third Avenue
New York, New York 10158
(212) 476-9000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<CAPTION>
========================= ======================= ======================== ====================== =====================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
share (2) price (2)
------------------------- ----------------------- ------------------------ ---------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par 1,500,000 $54.3125 $81,468,750 $21,507.75
value per share
========================= ======================= ======================== ====================== =====================
(1) Represents 500,000 shares of common stock of Neuberger Berman Inc., par value $0.01 per share (the "Common Stock"),
to be offered and sold pursuant to the Neuberger Berman Inc. Employee Stock Purchase Plan (the "ESPP") and
1,000,000 shares of Common Stock to be offered and sold pursuant to the Neuberger Berman Inc. Wealth Accumulation
Plan (the "WAP") (the ESPP and the WAP collectively referred to hereafter as the "Plans"). In addition, this
Registration Statement covers an indeterminable number of participation interests to be offered and sold pursuant
to the WAP and an indeterminable number of additional shares as may hereafter be offered or issued, pursuant to the
Plans, to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without
the receipt of consideration.
(2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457
under the Securities Act of 1933 (the "Securities Act") based on the average high and low prices per share on
August 28, 2000.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Neuberger Berman Inc., a Delaware corporation (the
"Company"), are incorporated by reference into the Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed pursuant to the Securities Exchange Act of
1934 (the "Exchange Act");
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000;
(c) the Company's Current Reports on Form 8-K as filed with the Securities
and Exchange Commission on January 31, 2000, April 17, 2000, and
August 2, 2000; and
(d) the description of the Common Stock, which is incorporated by
reference into the Company's Registration Statement on Form 8-A, File
No. 00115361, dated October 4, 1999, filed pursuant to the Exchange
Act, and contained in the Company's Registration Statement on Form
S-1, File No. 333-84525 filed pursuant to the Securities Act.
In addition, all documents filed by the Company and the WAP with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all the 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 the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by Willkie Farr & Gallagher. As of the date of this
Registration Statement, Jack H. Nusbaum, a partner of Willkie Farr & Gallagher,
is a non-employee director of the Company. Mr. Nusbaum will not participate in
either Plan.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to 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) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; that indemnification provided for
by Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to such person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators; and empowers the corporation to purchase and maintain insurance
on behalf of a director or officer of the corporation against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liabilities under
Section 145. Article VI of the Company's By-Laws provides that the Company shall
indemnify its directors and officers to the full extent permitted by the DGCL.
<PAGE>
Section 102(b)(7) of the DGCL 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 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article VII of the Company's Certificate of Incorporation limits the liability
of directors to the fullest extent permitted by Section 102(b)(7).
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
Exhibit No. Description of Exhibits
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5 Opinion of Willkie Farr & Gallagher regarding the legality of
the securities to be originally issued pursuant to the WAP(1).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
Item 9. UNDERTAKINGS
1. The undersigned registrants hereby undertake:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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;
----------
(1) Offers and sales under the ESPP will be effected through the use of
treasury shares with respect to which no opinion is required.
<PAGE>
(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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act, 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.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and
each filing of the WAP's annual report pursuant to Section 15(d) of the Exchange
Act 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.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Securities 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, the Company 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 30th day of August, 2000.
NEUBERGER BERMAN INC.
By: /s/ Jeffrey B. Lane
------------------------------
Jeffrey B. Lane
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, the administrative
committee of the WAP has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City New York,
State of New York, on this 30th day of August, 2000.
NEUBERGER BERMAN INC.
WEALTH ACCUMULATION PLAN
By: /s/ Jeffrey B. Lane
------------------------------
A member of the administrative
committee of the WAP
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POWER OF ATTORNEY
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, 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.
Signatures Capacity Date
---------- -------- ----
/s/ Lawrence Zicklin Chairman of the Board August 30, 2000
----------------------------- of Directors
Lawrence Zicklin
/s/ Jeffrey B. Lane President, Chief Executive August 30, 2000
----------------------------- Officer and Director
Jeffrey B. Lane (Principal Executive Officer)
/s/ Richard A. Cantor Vice Chairman and Director August 30, 2000
-----------------------------
Richard A. Cantor
/s/ Marvin C. Schwartz Vice Chairman and Director August 30, 2000
-----------------------------
Marvin C. Schwartz
/s/ David W. Glenn Director August 30, 2000
-----------------------------
David W. Glenn
/s/ Michael M. Kassen Executive Vice President, August 30, 2000
----------------------------- Chief Investment Officer
Michael M. Kassen and Director
/s/ Jon C. Madonna Director August 30, 2000
-----------------------------
Jon C. Madonna
/s/ Robert Matza Executive Vice President, August 30, 2000
----------------------------- Chief Administrative Officer
Robert Matza and Director
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Signatures Capacity Date
---------- -------- ----
/s/ Jack H. Nusbaum Director August 30, 2000
-----------------------------
Jack H. Nusbaum
/s/ Heidi L. Schneider Executive Vice President August 30, 2000
----------------------------- and Director
Heidi L. Schneider
/s/ Peter E. Sundman Executive Vice President August 30, 2000
----------------------------- and Director
Peter E. Sundman
/s/ Matthew S. Stadler Senior Vice President and August 30, 2000
----------------------------- Chief Financial Officer
Matthew S. Stadler (Principal Financial and
Accounting Officer)
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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5 Opinion of Willkie Farr & Gallagher regarding the legality of
the securities to be originally issued pursuant to the WAP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
