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REGISTRATION NO. 333-59615
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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)
Delaware 65-0949535
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
100 S.E. Second Street 33131
Miami, Florida (Zip Code)
(Address of Principal Executive Offices)
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CONSULTING AGREEMENT BETWEEN
BROOKE GROUP LTD. AND
J. SAUTER ENTERPRISES, INC.
(Full Title of the Plan)
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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 and Telephone Number of Agent for Service)
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
This post-effective amendment is being filed pursuant to Rule 414 under
the Securities Act of 1933 (the "Securities Act"). Effective October 1, 1999,
the Registrant's predecessor (also named Brooke Group Ltd. and referred to
herein as the "Predecessor") reorganized its corporate structure to form a
holding company. The holding company structure was implemented by a merger
conducted pursuant to Section 251(g) of the Delaware General Corporation Law. In
the merger (the "Merger"), the Predecessor merged with BGL Merger, Inc., a
newly-formed, wholly-owned indirect subsidiary of the Predecessor, and each
share of Common Stock of the Predecessor was automatically converted into one
share of Common Stock of the Registrant. As a result of the Merger, the
Predecessor became an indirect wholly-owned subsidiary of the Registrant.
Pursuant to Section 251(g) of the General Corporation Law of the State of
Delaware, stockholder approval of the Merger was not required.
Also in connection with the Merger, the Registrant adopted the Brooke
Group Ltd. Consulting Agreement between the Registrant and J. Sauter
Enterprises, Inc. (the "Consulting Agreement") and assumed all obligations as
sponsor thereunder. In accordance with Rule 414, the Registrant, as the
successor issuer of the Common Stock, hereby expressly adopts this Registration
Statement, as well as the Consulting Agreement to which it relates, as its own
for all purposes of the Securities Act and the Securities Exchange Act of 1934.
The registration fees were paid at the time of the original filing of
this Registration Statement.
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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 amendment to
the 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
12th day of October, 1999.
BROOKE GROUP LTD.
By: /s/ Joselynn D. Van Siclen
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Joselynn D. Van Siclen
Vice President, Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated on October 12, 1999.
* 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)
* Director
--------------------------
Robert J. Eide
* Director
--------------------------
Jeffrey S. Podell
-------------------------- Director
Jean E. Sharpe
* By: /s/ Joselynn D. Van Siclen
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Joselynn D. Van Siclen
Attorney-in-Fact
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