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As filed with the Securities and Exchange Commission on April 15, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BROOKE GROUP LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 100 S.E. SECOND STREET 51-0255124
(STATE OR OTHER JURISDICTION OF MIAMI, FLORIDA 33131 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (305) 579-8000 IDENTIFICATION NUMBER)
(ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE
OFFICES)
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STOCK OPTIONS
(FULL TITLE OF THE PLAN)
--------------------
MARC N. BELL, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
BROOKE GROUP LTD.
100 S.E. SECOND STREET
MIAMI, FLORIDA 33131
(305) 579-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE
AMOUNT PRICE OFFERING AMOUNT OF
TITLE OF EACH CLASS OF TO BE PER SECURITY PRICE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) (1) FEE
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<S> <C> <C> <C> <C>
COMMON STOCK, PAR
VALUE $.10 PER SHARE 43,000(2) $5.00 $215,000 $63.43
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, based upon the
exercise prices of the options to purchase the Common Stock to which this
Registration Statement relates.
(2) This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock of the Registrant as may be issuable as a
result of stock splits, stock dividends, recapitalizations, mergers,
reorganizations, combinations or exchange of shares or other similar events.
--------------------
This Registration Statement shall become effective upon filing with the
SEC in accordance with Section 8(a) of the Securities Act of 1933, as amended,
and Rule 462 promulgated thereunder.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 No. 333-24217
filed by the Registrant with the Securities and Exchange Commission on March 31,
1997 are incorporated by reference herein. This Registration Statement is being
filed to register additional shares of the Registrant's Common Stock.
Item 8. EXHIBITS.
The following exhibits are filed as part of or incorporated by
reference into this Registration Statement:
4.1 Stock Option Agreement, dated January 1, 1998, between
the Registrant and Joselynn D. Van Siclen, incorporated
by reference to Exhibit 10.43 in the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1997.
4.2 Amendment dated January 1, 1998 to the Stock Option
Agreement, dated January 1, 1997, between the
Registrant and J. Bryant Kirkland III.
5 Opinion of Marc N. Bell, Esq.
23.1 Consent of Coopers and Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Marc N. Bell, Esq. (included in Exhibit 5).
24 Power of Attorney (included in the signature page
hereof).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Miami, and State of Florida, on the 15th day of
April, 1998.
BROOKE GROUP LTD.
By: /s/ Joselynn D. Van Siclen
---------------------------------
Joselynn D. Van Siclen
Vice President, Chief Financial
Officer and Treasurer
Each person whose signature appears below hereby authorizes Richard J.
Lampen, Joselynn D. Van Siclen and Marc N. Bell, and each of them individually
(the "Agent"), with full power of substitution and resubstitution, to file one
or more amendments (including post-effective amendments) to the Registration
Statement which amendments may make such changes in the Registration Statement
as such Agent deems appropriate and each such person hereby appoints each such
Agent as attorney-in-fact to execute in the name and on behalf of each such
person, individually and in each capacity stated below, any such amendments to
the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on April 15, 1998.
/s/ Bennett S. LeBow Chairman of the Board of
---------------------------------- Directors, President and
Bennett S. LeBow Chief Executive Officer
(Principal Executive Officer)
/s/ Joselynn D. Van Siclen Vice President, Chief Financial
---------------------------------- Officer and Treasurer (Principal
Joselynn D. Van Siclen Financial Officer and Principal
Accounting Officer)
/s/ Robert J. Eide Director
----------------------------------
Robert J. Eide
/s/ Jeffrey S. Podell Director
----------------------------------
Jeffrey S. Podell
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EXHIBIT 4.2
BROOKE GROUP LTD.
100 S.E. SECOND STREET, 32ND FLOOR
MIAMI, FLORIDA 33131
January 1, 1998
Mr. James B. Kirkland, III
1666 West Avenue, #405
Miami Beach, Florida 33139
Dear Mr. Kirkland:
This letter sets forth the first amendment to the Stock Option
Agreement (the "Agreement") dated January 1, 1997, between Brooke Group Ltd. and
you.
1. The Agreement is amended by deleting the number "62,000" in the
first sentence thereof and substituting therefor the number "75,000".
2. The Agreement is amended by deleting the first sentence of Section 1
and substituting therefor the following:
The Option may be exercised on or prior to December 31, 2006
(at which date the Option will, to the extent not previously exercised,
expire), as follows: (a) as to 12,500 of the Shares, on and after
January 1, 1998; (b) as to 12,500 of the Shares, on and after January
1, 1999; (c) as to 12,500 of the Shares, on and after January 1, 2000;
(d) as to 12,500 of the Shares, on and after January 1, 2001; (e) as to
12,500 of the Shares, on and after January 1, 2002; and (f) as to the
final 12,500 of the Shares, on and after January 1, 2003.
3. This letter agreement constitutes an amendment to and a modification
of the Agreement and shall for all purposes be considered a part of the
Agreement. Except as amended hereby, the Agreement is confirmed and ratified in
all respects and shall remain in full force and effect.
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Mr. James B. Kirkland, III
January 1, 1998
Page 2
Please indicate your agreement with the foregoing by countersigning two
copies of this letter agreement in the space provided below and returning one of
such copies to us.
Very truly yours,
BROOKE GROUP LTD.
By: /s/ Bennett S. LeBow
----------------------------
Bennett S. LeBow
Chairman, President and
Chief Executive Officer
AGREED TO AND ACCEPTED:
By: /s/ James Bryant Kirkland III
-----------------------------
James B. Kirkland III
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Exhibit 5
April 15, 1998
Brooke Group Ltd.
100 S.E. Second Street, 32nd Floor
Miami, Florida 33131
RE: OFFERING OF SHARES PURSUANT TO
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Gentlemen:
I have acted as counsel to Brooke Group Ltd., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") relating
to the registration by the Company of 43,000 shares of the Company's Common
Stock, $.10 par value per share (the "Shares"), issuable from time to time upon
the exercise of stock options (the "Options") granted to key employees.
In so acting, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of (a) the Restated Certificate of
Incorporation, as amended, and Amended and Restated By-Laws of the Company as
currently in effect, (b) the Registration Statement, (c) the Stock Option
Agreements pursuant to which the Options were granted, which agreements are
included or incorporated as exhibits to the Registration Statement, (d) certain
resolutions adopted by the Board of Directors of the Company, and (e) such other
documents, records, certificates and other instruments of the Company as in my
judgment are necessary or appropriate for purposes of this opinion.
Based on the foregoing, I am of the following opinion:
1. The Company is a corporation duly incorporated and validly existing
in good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized by the Company and, when issued
and paid for as contemplated by the Registration Statement, will be
duly and validly issued and will be fully paid and non-assessable.
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Brooke Group Ltd.
April 15, 1998
Page 2
I hereby consent to the filing of this opinion as exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ MARC N. BELL
--------------------------
MARC N. BELL
Vice President, General Counsel
and Secretary
MNB/smg
Enclosure
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Brooke Group Ltd. on Form S-8 of: (i) our report, dated April 8, 1998, on our
audits of the consolidated financial statements and financial statement schedule
of Brooke Group Ltd. and Subsidiaries as of December 31, 1997 and 1996, and for
the years ended December 31, 1997, 1996, and 1995, and (ii) of our report, dated
March 31, 1998, on our audits of the consolidated financial statements of New
Valley Corporation and Subsidiaries as of December 31, 1997 and 1996, and for
the years ended December 31, 1997, 1996 and 1995, which reports appear in the
Annual Report on Form 10-K of Brooke Group Ltd. for the fiscal year ended
December 31, 1997 filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934.
Coopers & Lybrand L.L.P.
Miami, Florida
April 15, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Brooke Group Ltd.
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated January 23, 1998 in the registration statement on
Form S-8 of Brooke Group Ltd., relating to the consolidated balance sheets of
Thinking Machines Corporation and subsidiaries as of December 31, 1997 and 1996
and the related consolidated statements of operations, stockholders' investment
and cash flows for the year ended December 31, 1997 and for the period from
February 8, 1996 (inception) to December 31, 1996, which report appears in the
December 31, 1997 annual report on Form 10-K of New Valley Corporation.
Arthur Anderson LLP
Boston, Massachusetts
April 15, 1998
