As filed with the Securities and Exchange Commission on December 6, 1999
Registration No. 33-_________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------------------
SOTHEBY'S HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2478409
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
500 North Woodward Avenue
Suite 100
Bloomfield Hills, Michigan 48304
(Address of principal executive offices)
SOTHEBY'S HOLDINGS, INC. 1997 STOCK OPTION PLAN
(Full title of the plan)
------------------------------------------
William S. Sheridan
c/o Sotheby's, Inc.
1334 York Avenue
New York, New York 10021
(212) 606-7000
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Proposed Proposed
Title of each class maximum maximum Amount of
of securities to be Amount to be offering price aggregate registration
registered registered per share (1) offering price fee
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Limited
Voting Common Stock 4,900,000 $31.0625 $152,206,250 $40,182.45
- -----------------------------------------------------------------------------------
</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 December 1, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates by reference: (1) its Annual Report on Form
10-K for the year ended December 31, 1998; (2) its current Report on Form 8-K,
dated February 9, 1999; (3) its Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999; (4) its Current Report on Form 8-K, dated June 25, 1999;
(5) its Quarterly Report on Form 10-Q for the quarter ended June 30, 1999; and
(6) its Quarterly Report on Form 10-Q for the quarter ended September 30, 1999,
each filed with the Securities and Exchange Commission pursuant to Section 13(a)
of the Securities Exchange Act of 1934 (the "Exchange Act"). In addition, the
Registrant incorporates by reference Item 1 of the Registrant's Registration
Statement on Form 8-A, dated March 7, 1990, and filed pursuant to Section 12 of
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.
The response to Item 4 of the Registrant's Registration Statement on Form
S-8 under the Securities Act of 1933, as filed with the Securities and Exchange
Commission on April 5, 1996, Registration Statement No. 33-302315 (the "1996
Form S-8") is incorporated by reference.
Item 5. Interests of Named Experts and Counsel.
Jeffrey H. Miro, a director of the Registrant, is the Chairman of Miro
Weiner & Kramer, which is opining as to the legality of the issuance of the
common stock covered by this Registration Statement. Mr. Miro has not received
and is not entitled to receive options under the Registrant's 1997 Stock Option
Plan, as amended.
Item 6. Indemnification of Directors and Officers.
The response to Item 6 of the 1996 Form S-8 is incorporated by reference.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-1
<PAGE>
Item 8. Exhibits.
Exhibit Number
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.
The response to Item 9 of the 1996 Form S-8 is incorporated by reference.
II-2
<PAGE>
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 3rd day of
December, 1999.
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.
Signature Title Date
--------- ----- ----
* Chairman of the Board December 3, 1999
- -----------------------------
A. Alfred Taubman
* Vice Chairman of the Board December 3, 1999
- -----------------------------
Max M. Fisher
* Deputy Chairman of the Board December 3, 1999
- ------------------------------
The Marquess of Hartington
/S/ DIANA D. BROOKS President, Chief Executive December 3, 1999
- ----------------------------- Officer and Director
Diana D. Brooks
/S/ WILLIAM S. SHERIDAN Senior Vice President and December 3, 1999
- ----------------------------- Chief Financial Officer
William S. Sheridan
* Director December 3, 1999
- -----------------------------
Conrad Black
* Director December 3, 1999
- -----------------------------
Viscount Blakenham
* Director December 3, 1999
- -----------------------------
Walter J. P. Curley
II-3
<PAGE>
* Director December 3, 1999
- -----------------------------
Henry R. Kravis
* Director December 3, 1999
- -----------------------------
Jeffrey H. Miro
* Director December 3, 1999
- -----------------------------
Sharon Percy Rockefeller
/S/ JOSEPH A. DOMONKOS Vice President, Controller, and December 3, 1999
- ----------------------------- Chief Accounting Officer
Joseph A. Domonkos
*By: /S/ WILLIAM S. SHERIDAN
-----------------------
William S. Sheridan
Attorney-in-Fact
II-4
<PAGE>
SOTHEBY'S HOLDINGS, INC.
EXHIBIT INDEX
Exhibit Title of Exhibit
- ------- ----------------
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.
[MIRO WEINER & KRAMER LETTERHEAD]
December 6, 1999
Sotheby's Holdings, Inc.
c/o Sotheby's, Inc.
1334 York Avenue
New York, New York 10021
RE: Registration Statement on Form S-8 for the Sotheby's Holdings, Inc.
1997 Stock Option Plan, as amended, with respect to 4,900,000
shares of Class A Limited Voting Common Stock (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 genuineness 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 our opinion, we have relied upon statements or certificates of
officers and representatives of the Company.
Based on 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
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 23, 1999,
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, 1998.
/S/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
New York, New York
December 6, 1999
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, 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 for
the Sotheby's Holdings, Inc. 1997 Stock Option Plan, as amended, 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 29th day of October, 1999.
/s/ Conrad Black
----------------------------------
CONRAD BLACK
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, 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 for
the Sotheby's Holdings, Inc. 1997 Stock Option Plan, as amended, 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 29th day of October, 1999.
/s/ Viscount Blakenham
----------------------------------
VISCOUNT BLAKENHAM
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, 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 for
the Sotheby's Holdings, Inc. 1997 Stock Option Plan, as amended, 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 25th day of October, 1999.
/s/ Walter J.P. Curley
----------------------------------
WALTER J.P. CURLEY
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, 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 for
the Sotheby's Holdings, Inc. 1997 Stock Option Plan, as amended, 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 26th day of October, 1999.
/s/ Max M. Fisher
----------------------------------
MAX M. FISHER
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, 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 for
the Sotheby's Holdings, Inc. 1997 Stock Option Plan, as amended, 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 29th day of October, 1999.
/s/ The Marquess of Hartington
----------------------------------
THE MARQUESS OF HARTINGTON
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, 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 for
the Sotheby's Holdings, Inc. 1997 Stock Option Plan, as amended, 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 November, 1999.
/s/ Henry R. Kravis
----------------------------------
HENRY R. KRAVIS
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, 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 for
the Sotheby's Holdings, Inc. 1997 Stock Option Plan, as amended, 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 November, 1999.
/s/ Jeffrey H. Miro
----------------------------------
JEFFREY H. MIRO
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, 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 for
the Sotheby's Holdings, Inc. 1997 Stock Option Plan, as amended, 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 November, 1999.
/s/ Sharon Percy Rockefeller
----------------------------------
SHARON PERCY ROCKEFELLER
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, 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 for
the Sotheby's Holdings, Inc. 1997 Stock Option Plan, as amended, 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 November, 1999.
/s/ A. Alfred Taubman
----------------------------------
A. ALFRED TAUBMAN
