<PAGE>
As filed with the Securities and Exchange Commission on February 11, 1997
Registration No. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1616016
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
533 South Fremont Avenue
Los Angeles, California 90071-1798
(Address of Principal Executive Offices) (Zip Code)
CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC. CAPITAL ACCUMULATION PLAN
(Full Title of the Plan)
______________________
Walter V. Stafford, Esq.
Senior Executive Vice President and General Counsel
CB Commercial Holdings, Inc.
533 South Fremont Avenue
Los Angeles, California 90017-1798
(213) 613-3588
(Name, Address and Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Amount of
Securities to to be Offering Price Maximum Aggregate Registration
be Registered Registered(2) Per Share Offering Price Fee(1)
- ---------------- ------------- ---------------- ----------------- -------------
<S> <C> <C> <C> <C>
610,000
Common Stock shares $22.75 $13,877,500 $4,205.30
- ---------------------------------------------------------------------------------------
</TABLE>
(1) The registration fee has been calculated pursuant to Rule 457(h) as reported
on the Nasdaq National Market on February 5, 1997.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
- ------ ----------------
Item 2. Registrant Information and Employee Plan Annual Information.*
- ------ -----------------------------------------------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
- ------ ---------------------------------------
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, are hereby incorporated by
reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996.
3. The Registrant's Current Report on Form 8-K dated July 3, 1996 and
Amendment No. 1 thereto filed with the Commission on September 16, 1996.
4. The Registrant's Current Report on Form 8-K dated January 30, 1997.
5. The information with regard to the Registrant's Common Stock
contained in the Form 8-A filed with the Commission, File No. 0-18525,
pursuant to section 12 of the Securities Exchange Act of 1934, including any
subsequent amendments or reports filed for the purpose of updating such
information.
6. The Registrant's annual report of its Capital Accumulation Plan on
Form 11-K for the fiscal year ended December 31, 1995.
All documents subsequently filed by the Registrant pursuant to sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all
-2-
<PAGE>
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 filing of such documents.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
Not applicable.
Item 6. Indemnification of Officers and Directors.
- ------ -----------------------------------------
Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a corporation to indemnify its directors, officers, employees and
agents under certain circumstances. Article Sixth of the Registrant's Fourth
Restated Certificate of Incorporation provides that the Registrant shall
indemnify, to the fullest extent permitted by applicable law as it presently
exists or may be amended, all directors and officers of the Registrant. Article
Fifth of the Fourth Restated Certificate of Incorporation further provides that
no director of the Registrant shall be liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the DGCL as it presently exists or may be
amended.
Additionally, the Registrant maintains a policy of liability insurance
to insure its officers and directors against losses resulting from wrongful acts
committed by them in their capacities as officers and directors of the
Registrant, including liabilities arising under applicable securities laws.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
-3-
<PAGE>
Item 8. Exhibits.
- ------ --------
See Index to Exhibits.
The undersigned Registrant hereby undertakes that it will submit or has
submitted the CB Commercial Real Estate Services Group, Inc. Capital
Accumulation Plan and any amendment thereto to the Internal Revenue Service (the
"IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code
of 1986, as amended.
Item 9. Undertakings.
- ------ ------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
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<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, 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 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 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>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints James
J. Didion and David A. Davidson his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or 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, each acting alone,
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 to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on this 10th
day of February, 1997.
CB COMMERCIAL REAL ESTATE SERVICES
GROUP, INC.
By /s/ James J. Didion
------------------------------
James J. Didion
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 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, Chief
Executive Officer
/s/ James J. Didion and Director February 10, 1997
- -------------------------
James J. Didion
</TABLE>
-6-
<PAGE>
<TABLE>
<S> <C> <C>
Senior Executive
Vice President
and Chief
Financial Officer
/s/ David A. Davidson February 10, 1997
- -------------------------
David A. Davidson
Executive Vice
President and
Principal
Accounting February 10, 1997
/s/ Ronald J. Platisha Officer
- -------------------------
Ronald J. Platisha
/s/ Stanton D. Anderson
Director February 10, 1997
- -------------------------
Stanton D. Anderson
/s/ Gary J. Beban Director February 10, 1997
- -------------------------
Gary J. Beban
Director
- -------------------------
Richard C. Blum
/s/Richard C. Clotfelter Director February 10, 1997
- -------------------------
Richard C. Clotfelter
/s/ Daniel A. D'Aniello Director February 10, 1997
- -------------------------
Daniel A. D'Aniello
Director
- -------------------------
Hiroaki Hoshino
</TABLE>
-7-
<PAGE>
<TABLE>
<S> <C> <C>
/s/ George J. Kallis Director February 10, 1997
- -------------------------
George J. Kallis
Director
- -------------------------
Takayuki Kohri
Director
- -------------------------
Paul C. Leach
/s/ Frederic V. Malek Director February 10, 1997
- -------------------------
Frederic V. Malek
/s/ Lawrence J. Melody Director February 10, 1997
- -------------------------
Lawrence J. Melody
/s/ Jeffrey S. Morgan Director February 10, 1997
- -------------------------
Jeffrey S. Morgan
Director
- -------------------------
Peter V. Ueberroth
Director
- -------------------------
Gary L. Wilson
</TABLE>
-8-
<PAGE>
CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.
INDEX TO EXHIBITS
Ex. No. Description
- ------- -----------
4.1* Specimen form of certificate for the Registrant's Common Stock filed as
Exhibit 4.1 to Amendment No. 2 to the Registrant's Form S-1
Registration Statement, File No. 333-12757
5 Opinion of Karen A. Tallman, Esq.
23 Consent of Arthur Andersen LLP
25 Powers of Attorney (reference is hereby made to page 6)
____________________
* Incorporated by reference.
<PAGE>
EXHIBIT 5
February 10, 1997
CB Commercial Real Estate Services Group, Inc.
533 South Fremont Avenue
Los Angeles, California 90071-1798
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by CB Commercial Real Estate Services
Group, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
610,000 shares of Common Stock, per value $.01 per share, of the Company (the
"Common Stock") issuable pursuant to the CB Commercial Real Estate Services
Group, Inc. Capital Accumulation Plan (the "CAP Plan"), it is my opinion that
such shares of Common Stock, when issued in accordance with the Plan, will be
legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5 to the Registration Statement.
Very truly yours,
Karen A. Tallman
<PAGE>
Internal Revenue Service DEPARTMENT OF THE TREASURY
District Director
2 Cupania Circle
Monterey Park, CA 91755
Employer Identification Number:
52-1616016
Date: March 8, 1996 File Folder Number:
951010971
CB Commercial Holdings, Inc. Person to Contact:
533 S. Fremont Avenue Vickie Walker
Los Angeles, CA 90071 Contact Telephone Number:
(213) 725-0905
Plan Name:
CB COMMERCIAL HOLDINGS, INC.
CAPITAL ACCUMULATION PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your payment
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated 1/17/96 and 1/26/96. The proposed amendments
should be adopted on or before the date prescribed by the regulations under Code
section 401(b).
This determination letter is applicable for the plan adopted on 7/26/96.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is used under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
<PAGE>
CB Commercial Holdings, Inc.
Page Two
This plans satisfies the nondiscriminatory current availability requirement
of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirement as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have any questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
Richard R. Orosco
Enclosures: District Director
Publication 794
Addendum
<PAGE>
CB Commercial Holdings, Inc.
Page Three
This plan also satisfies the requirements of Code section 401(k).
This plan does not provide for contributions on behalf of participants with less
than one thousand hours of service during the plan year and/or does not provide
for contributions on behalf of participants not employed the last day of the
plan year. The provision(s) may, in operation, cause this plan to fail the
coverage requirements of IRC 401(a)(26). If this discrimination occurs, this
plan will not remain qualified.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated January
31, 1996 included in the CB Commercial Real Estate Services Group's (the
Company) Annual Report on Form 10-K for the year ended December 31, 1995; our
report dated June 4, 1996 included in the Company's Annual Report on its Capital
Accumulation Plan on Form 11-K for the year ended December 31, 1995; our reports
dated March 18, 1996 included in the Company's Current Report on Form 8-K dated
July 3, 1996 for the year ended December 31, 1995; and to all references to our
Firm included in this Registration Statement.
Los Angeles, California Arthur Andersen LLP
February 11, 1997
