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As filed with the Securities and Exchange Commission on August 26, 1997
Registration No. 333-
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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 90071-1798
Los Angeles, California (Zip Code)
(Address of Principal Executive Offices)
CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC. KOLL
ACQUISITION STOCK OPTION PLAN
CB COMMERCIAL REAL ESTATE SERVICES, INC./KMS HOLDING CORPORATION -
AMENDED 1994 NONQUALIFIED PERFORMANCE STOCK OPTION PLAN
(Full Title of the Plans)
__________________________
Walter V. Stafford, Esq.
Senior Executive Vice President and General Counsel
CB Commercial Real Estate Group, Inc.
533 South Fremont Avenue
Los Angeles, California 90017-1798
(213) 613-3588
(Name, Address and Telephone Number, including
area code, or agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Amount Proposed Maximum Proposed Amount of
Securities to to be Offering Price Maximum Aggregate Registration
be Registered Registered Per Share(1) Offering Price Fee(2)
- ---------------- -------------- ------------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Common Stock 550,000 shares $22.75-$36.75 $16,012,500
Common Stock 416,725 shares $12.60-$18.50 $ 5,475,350
$6,511.47
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(1) The offering price per share is based on the price at which options to
purchase shares of Registrant's common stock may be exercised, which options
will be issued in connection with the Registrant's acquisition of the
outstanding capital stock of Koll Real Estate Services.
(2) The registration fee has been calculated pursuant to Rule 457(h).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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* 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, 1996.
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997.
3. The Registrant's Current Reports on Form 8-K dated January 30,
1997 and August 5, 1997.
4. 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 and Exchange Act of 1934,
including any subsequent amendments or reports filed for the purpose of
updating such information.
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 then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof form the date
of filing of such documents.
Item 4. Description of Securities.
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Not applicable.
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Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Officers and Directors.
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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.
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Not applicable.
Item 8. Exhibits.
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See Index to Exhibits.
Item 9. Undertakings.
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(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;
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(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.
(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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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
James J. Didion, John C. Haeckel and Walter V. Stafford 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 26th
day of August, 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:
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board,
/s/ James J. Didion Chief Executive Officer
- --------------------------- and Director
James J. Didion August 26, 1997
Senior Executive Vice
/s/ John C. Haeckel President and Chief
- --------------------------- Financial Officer
John C. Haeckel August 26, 1997
</TABLE>
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<TABLE>
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Signature Title Date
--------- ----- ----
<S> <C> <C>
Executive Vice President
/s/ Ronald J. Platisha and Principal Accounting
- --------------------------- Officer August 26, 1997
Ronald J. Platisha
/s/ Stanton D. Anderson
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Stanton D. Anderson Director August 26, 1997
/s/ Gary J. Beban
- ---------------------------
Gary J. Beban Director August 26, 1997
/s/ Richard C. Blum
- ---------------------------
Richard C. Blum Director August 26, 1997
/s/ Richard C. Clotfelter
- ---------------------------
Richard C. Clotfelter Director August 26, 1997
___________________________
Daniel A. D'Aniello Director August __, 1997
___________________________
Hiroaki Hoshino Director August __, 1997
/s/ George J. Kallis
- ---------------------------
George J. Kallis Director August 26, 1997
___________________________
Takayuki Kohri Director August __, 1997
____________________________
Paul C. Leach Director August __, 1997
____________________________
Frederic V. Malek Director August __, 1997
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s Lawrence J. Melody
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Lawrence J. Melody Director August 26, 1997
/s/ Jeffrey S. Morgan
- ----------------------------
Jeffrey S. Morgan Director August 26, 1997
____________________________
Peter V. Ueberroth Director August __, 1997
____________________________
Gary L. Wilson Director August __, 1997
</TABLE>
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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 Trude A. Tsujimoto, Esq.
23 Consent of Arthur Andersen LLP
24 Powers of Attorney (reference is hereby made to page 5)
_______________________
* Incorporated by reference.
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CB COMMERCIAL
REAL ESTATE GROUP, INC. [logo]
LEGAL
Exhibit 5
August 26, 1997
CB Commercial Real Estate Services Group, Inc.
533 S. 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 966,725
shares of Common Stock, par value $.01 per share, of the Company (the "Common
Stock") issuable pursuant to the Company's Koll Acquisition Stock Option Plan
and the Company's KMS Holding Corporation Amended 1994 Nonqualified Performance
Stock Option Plan (the "Plans"), it is my opinion that such shares of Common
Stock, when issued in accordance with the Plans, 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,
/s/ Trude A. Tsujimoto
Trude A. Tsujimoto
533 South Fremont Avenue, Los Angeles, California 90071-1798
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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
29, 1997 included in CB Commercial Real Estate Services Group, Inc.'s (the
Company) Annual Report on Form 10-K for the year ended December 31, 1996 and
our report dated June 11, 1997 included in the Company's Annual Report on its
Capital Accumulation Plan on Form 11-K for the year ended December 31, 1996; and
to all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Los Angeles, California
August 26, 1997
