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As filed with the Securities and Exchange Commission on April 5, 1996
Registration No. 33-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SOTHEBY'S HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Michigan 38-2478409
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
500 North Woodward Avenue
Suite 100
Bloomfield Hills, Michigan 48304
(Address of principal executive offices)
SOTHEBY'S HOLDINGS, INC. DIRECTOR STOCK OWNERSHIP PLAN
(Full title of the plan)
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Kevin A. Bousquette
c/o Sotheby's, Inc.
1334 York Avenue
New York, New York 10021
(212) 606-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price aggregate Amount of
registered registered per share (1) offering price registration fee
<S> <C> <C> <C> <C>
Class A Limited Voting
Common Stock 50,000 $14.4375 $721,875.00 $248.93
</TABLE>
(1) Computed, pursuant to Rule 457(c), solely for the purpose of
calculating the registration fee based on the average of the high and
low prices of the Class A Limited Voting Common Stock as reported on
the New York Stock Exchange Composite Tape on April 3, 1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates by reference its Annual Report on Form
10-K for the year ended December 31, 1995, filed with the Securities and
Exchange Commission pursuant to Section 13(a) of the Securities Exchange Act of
1934 ("the Exchange Act"). All documents subsequently filed by the Registrant
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 have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part of this Registration Statement from the date of the
filing of such documents. Any statement contained in a document incorporated
or deemed incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in this Registration Statement or in
any other subsequently filed document that also is or is deemed to be
incorporated by reference in this Registration Statement modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Dividends
With respect to the dividend rights of the Registrant's capital stock,
each share of Class B Common Stock, par value $0.10 per share (the "Class B
Common Stock"), and Class A Limited Voting Common Stock (the "Class A Common
Stock") is entitled to dividends if, as, and when declared by the Board of
Directors of the Registrant. Under the Michigan Business Corporation Act, the
Registrant may not declare and pay dividends (other than in shares of its
capital stock), if after the dividend (a) the Registrant would not be able to
pay its debts as they become due or (b) the Registrant's total assets would be
less than its total liabilities plus the amount that would be needed to satisfy
the preferential rights of holders of the Registrant's preferred stock if the
Registrant were to be dissolved at the time of the dividend. Any dividend that
may be declared and payable in cash, capital stock of the Registrant (other
than Class A Common Stock or Class B Common Stock), or other property will be
paid equally on the Class A Common Stock and the Class B Common Stock. If a
dividend or distribution payable in Class A Common Stock is made on the Class A
Common Stock, the Registrant must also make an equal and simultaneous dividend
or distribution on the Class B Common Stock payable in shares of Class B Common
Stock. If a dividend or distribution payable in Class B Common Stock is made
on the Class B Common Stock, the Registrant must also make an equal and
simultaneous dividend or distribution on the Class A Common Stock payable in
shares of Class A Common Stock.
Voting Rights
Each share of Class A Common Stock is entitled to one vote, and each
share of Class B Common Stock is entitled to ten votes, on all matters
submitted to a vote of the shareholders. Except as described below, the Class
A Common Stock and the Class B Common Stock vote together as a single class on
all matters presented for a vote of the
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shareholders. The holders of a majority of the outstanding shares of Class A
Common Stock or Class B Common Stock, voting as separate classes, must approve
certain amendments to the Articles of Incorporation that adversely affect the
shares of their class.
So long (and only for so long) as the principal United States stock
exchange on which the Class A Common Stock is listed requires that the holders
of the Class A Common Stock, voting separately as a class, have the right to
elect 25% of the Company's Directors, the holders of the Class A Common Stock
will be entitled to elect 25% of the Company's Directors, rounded up in each
instance when necessary so that the holders of the Class A Common Stock, voting
separately as a class, elect not less than 25% of the Company's Directors, and
the holders of the Class B Common Stock, voting separately as a class, will
elect the remaining 75% of the Directors, rounded down in each instance when
the number of Directors elected by the holders of Class A Common Stock is
rounded up. At any time that the holders of Class A Common Stock have the
right to elect 25% of the Company's Directors, if the number of outstanding
shares of Class B Common Stock falls below 12.5% of the aggregate number of
outstanding shares of Class A and Class B Common Stock, then the holders of
Class A and Class B Common Stock will vote together as a single class to elect
the remaining 75% of the Company's Directors. The Class A Common Stock is
listed on the New York Stock Exchange, which currently requires such class
voting rights.
Shares of Class A Common Stock and Class B Common Stock do not have
cumulative voting rights.
Liquidation Rights
In the event of the liquidation, dissolution, or winding up of the
Company, holders of the shares of Class A Common Stock and Class B Common Stock
are entitled to share equally, share for share, in the assets available for
distribution.
Other Rights
No shareholder of the Company has preemptive or other rights to
subscribe for additional shares of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation require the Company to
indemnify its Directors (including directors of subsidiaries) (and give the
Company authority to indemnify its officers (including officers of
subsidiaries), subject to their satisfying certain standards of conduct) for
expenses, judgments, fines, or amounts paid in settlement of civil, criminal,
administrative, and investigative suits or proceedings, including those
involving alleged violations of the Securities Act of 1933 (the "Act"). In
addition, the Company's Articles of Incorporation limit the liability of the
Company's Directors to the Company or its shareholders for monetary damages for
breach of the Directors' fiduciary duties. In addition, the Company maintains
directors' and officers' liability insurance that, under certain circumstances,
would cover alleged violations of the Act.
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<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are being filed with this Registration
Statement:
4 Summary of Sotheby's Holdings, Inc. Director Stock
Ownership Plan.
5 Opinion of Miro Weiner & Kramer, counsel to the
Registrant, as to the legality of the shares.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Miro Weiner & Kramer (included in Exhibit 5).
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
(a) 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 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;
(2) that, for the purpose of determining any liability
under the 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;
and
(3) to remove from registration, by means of a
post-effective amendment, any of the securities being
registered that remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
(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.
(c) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the provisions described
in response to Item 6 above, 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
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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 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 of 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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<PAGE> 6
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
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 the 5th day of
April, 1996.
SOTHEBY'S HOLDINGS, INC.
By: /S/DIANA D. BROOKS
------------------------------
Diana D. Brooks, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board April 5, 1996
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A. Alfred Taubman
* Vice Chairman of the Board April 5, 1996
- ---------------------------------
Max M. Fisher
* Deputy Chairman of the Board April 5, 1996
- ---------------------------------
Lord Camoys
/S/DIANA D. BROOKS President, Chief Executive Officer, April 5, 1996
- ---------------------------------
Diana D. Brooks
and Director
/S/KEVIN A. BOUSQUETTE Senior Vice President and April 5, 1996
- ---------------------------------
Kevin A. Bousquette Chief Financial Officer
* Director April 5, 1996
- ---------------------------------
Viscount Blakenham
* Director April 5, 1996
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Walter J. P. Curley
* Director April 5, 1996
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The Marquess of Hartington
* Director April 5, 1996
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R. Julian de la M. Thompson
/S/PATRICIA CARBERRY Vice President, Controller and April 5, 1996
- ---------------------------------
Patricia Carberry
Chief Accounting Officer
</TABLE>
*By: /S/KEVIN A. BOUSQUETTE
----------------------
Kevin A. Bousquette
Attorney-in-Fact
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SOTHEBY'S HOLDINGS, INC.
EXHIBIT INDEX
Exhibit Title of Exhibit
------- ----------------
4 Summary of Sotheby's Holdings, Inc. Director Stock
Ownership Plan.
5 Opinion of Miro Weiner & Kramer, counsel to the Registrant,
as to the legality of the shares.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Miro Weiner & Kramer (included in Exhibit 5).
24 Powers of Attorney.
<PAGE> 1
EXHIBIT 4
SUMMARY OF
SOTHEBY'S HOLDINGS, INC. DIRECTOR STOCK OWNERSHIP PLAN
Pursuant to resolutions of the Board of Directors establishing the
Sotheby's Holdings, Inc. Director Stock Ownership Plan, each Non-Executive
Director will receive, as part of his annual retainer, 750 shares of the
Company's Class A Limited Voting Common Stock.
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EXHIBIT 5
[MIRO WEINER & KRAMER LETTERHEAD]
April 5, 1996
Sotheby's Holdings, Inc.
c/o Sotheby's, Inc.
1334 York Avenue
New York, New York 10021
Re: Registration Statement on Form S-8
(the "Registration Statement")
Gentlemen:
This opinion is furnished to you (the "Company") in connection with the
filing of the Company's Registration Statement with the Securities and Exchange
Commission. Terms used in this opinion letter that are defined in the
Registration Statement and that are not otherwise defined in this opinion
letter have the meanings ascribed to them in the Registration Statement.
You have supplied us with, and we have examined in our capacity as
counsel to the Company, such documents and other information as we deem
necessary and relevant as a basis for the opinion expressed below. In all such
examinations, we have assumed the genuiness of all signatures and all original
and certified documents and the conformity to original and certified
documents of all copies submitted to us as conformed or photostatic copies. As
to various questions of fact material to such opinion, we have relied upon
statements or certificates of officers and representatives of the Company.
Based upon the foregoing, it is our opinion that the Class A Limited
Voting Common Stock registered under the Registration Statement, when issued,
will be duly and validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/MIRO WEINER & KRAMER
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EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Sotheby's Holdings, Inc. on Form S-8 of our reports dated February 28, 1996,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Sotheby's Holdings, Inc. for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
New York, New York
April 5, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint Diana D.
Brooks and Kevin A. Bousquette and each of them, with full power of
substitution, as her true and lawful attorney and agent to execute in her name
and on her behalf, as a Director of the Company, the Company's Registration
Statement on Form S-8, and any and all amendments thereto, to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), and any and all instruments
that such attorneys and agents, or either of them, may deem necessary or
advisable to enable the Company to comply with the Act, the rules, regulations,
and requirements of the Commission in respect thereof, and the securities or
"Blue Sky" laws of any State or other governmental subdivision; and the
undersigned does hereby ratify and confirm as her own act and deed all that
such attorneys and agents, and each of them, shall do or cause to be done by
virtue hereof. Each such attorney or agent shall have, and may exercise, all
of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed her signature
this 1st day of April, 1996.
/S/THE MARQUESS OF HARTINGTON
---------------------------------------
The Marquess of Hartington
<PAGE> 2
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint Diana D.
Brooks and Kevin A. Bousquette and each of them, with full power of
substitution, as her true and lawful attorney and agent to execute in her name
and on her behalf, as a Director of the Company, the Company's Registration
Statement on Form S-8, and any and all amendments thereto, to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), and any and all instruments
that such attorneys and agents, or either of them, may deem necessary or
advisable to enable the Company to comply with the Act, the rules, regulations,
and requirements of the Commission in respect thereof, and the securities or
"Blue Sky" laws of any State or other governmental subdivision; and the
undersigned does hereby ratify and confirm as her own act and deed all that
such attorneys and agents, and each of them, shall do or cause to be done by
virtue hereof. Each such attorney or agent shall have, and may exercise, all
of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed her signature
this 2nd day of April, 1996.
/S/LORD CAMOYS
---------------------------------------
Lord Camoys
<PAGE> 3
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint Diana D.
Brooks and Kevin A. Bousquette and each of them, with full power of
substitution, as his true and lawful attorney and agent to execute in his name
and on his behalf, as a Director of the Company, the Company's Registration
Statement on Form S-8, and any and all amendments thereto, to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), and any and all instruments
that such attorneys and agents, or either of them, may deem necessary or
advisable to enable the Company to comply with the Act, the rules, regulations,
and requirements of the Commission in respect thereof, and the securities or
"Blue Sky" laws of any State or other governmental subdivision; and the
undersigned does hereby ratify and confirm as his own act and deed all that
such attorneys and agents, and each of them, shall do or cause to be done by
virtue hereof. Each such attorney or agent shall have, and may exercise, all
of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
this 2nd day of April, 1996.
/S/WALTER J. P. CURLEY
---------------------------------------
Walter J. P. Curley
<PAGE> 4
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint Diana D.
Brooks and Kevin A. Bousquette and each of them, with full power of
substitution, as his true and lawful attorney and agent to execute in his name
and on his behalf, as a Director of the Company, the Company's Registration
Statement on Form S-8, and any and all amendments thereto, to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), and any and all instruments
that such attorneys and agents, or either of them, may deem necessary or
advisable to enable the Company to comply with the Act, the rules, regulations,
and requirements of the Commission in respect thereof, and the securities or
"Blue Sky" laws of any State or other governmental subdivision; and the
undersigned does hereby ratify and confirm as his own act and deed all that
such attorneys and agents, and each of them, shall do or cause to be done by
virtue hereof. Each such attorney or agent shall have, and may exercise, all
of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
this 1st day of April, 1996.
/S/MAX M. FISHER
---------------------------------------
Max M. Fisher
<PAGE> 5
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint Diana D.
Brooks and Kevin A. Bousquette and each of them, with full power of
substitution, as his true and lawful attorney and agent to execute in his name
and on his behalf, as a Director of the Company, the Company's Registration
Statement on Form S-8, and any and all amendments thereto, to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), and any and all instruments
that such attorneys and agents, or either of them, may deem necessary or
advisable to enable the Company to comply with the Act, the rules, regulations,
and requirements of the Commission in respect thereof, and the securities or
"Blue Sky" laws of any State or other governmental subdivision; and the
undersigned does hereby ratify and confirm as his own act and deed all that
such attorneys and agents, and each of them, shall do or cause to be done by
virtue hereof. Each such attorney or agent shall have, and may exercise, all
of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
this 1st day of April, 1996.
/S/VISCOUNT BLAKENHAM
---------------------------------------
Viscount Blakenham
<PAGE> 6
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint Diana D.
Brooks and Kevin A. Bousquette and each of them, with full power of
substitution, as his true and lawful attorney and agent to execute in his name
and on his behalf, as a Director of the Company, the Company's Registration
Statement on Form S-8, and any and all amendments thereto, to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), and any and all instruments
that such attorneys and agents, or either of them, may deem necessary or
advisable to enable the Company to comply with the Act, the rules, regulations,
and requirements of the Commission in respect thereof, and the securities or
"Blue Sky" laws of any State or other governmental subdivision; and the
undersigned does hereby ratify and confirm as his own act and deed all that
such attorneys and agents, and each of them, shall do or cause to be done by
virtue hereof. Each such attorney or agent shall have, and may exercise, all
of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
this 2nd day of April, 1996.
/S/R. JULIAN DE LA M. THOMPSON
---------------------------------------
R. Julian de la M. Thompson
<PAGE> 7
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint Diana D.
Brooks and Kevin A. Bousquette and each of them, with full power of
substitution, as his true and lawful attorney and agent to execute in his name
and on his behalf, as a Director of the Company, the Company's Registration
Statement on Form S-8, and any and all amendments thereto, to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), and any and all instruments
that such attorneys and agents, or either of them, may deem necessary or
advisable to enable the Company to comply with the Act, the rules, regulations,
and requirements of the Commission in respect thereof, and the securities or
"Blue Sky" laws of any State or other governmental subdivision; and the
undersigned does hereby ratify and confirm as his own act and deed all that
such attorneys and agents, and each of them, shall do or cause to be done by
virtue hereof. Each such attorney or agent shall have, and may exercise, all
of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
this 3rd day of April, 1996.
/S/A. ALFRED TAUBMAN
---------------------------------------
A. Alfred Taubman
