<PAGE>
As filed with the Securities and Exchange Commission on May 17, 1999
Registration No. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
CB RICHARD ELLIS SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1616016
(State or other juris- (I.R.S. Employer
diction of incorporation) Identification No.)
200 North Sepulveda Boulevard 90245-4380
El Segundo, California (Zip Code)
(Address of principal
executive offices)
1999 Equity Incentive Plan
1999 Employee Stock Option Plan
(Full title of the plans)
Copy to:
Walter V. Stafford, Esq. Michael J. Halloran, Esq.
Senior Executive Vice President Pillsbury Madison & Sutro LLP
and General Counsel 235 Montgomery Street
353 Sacramento Street San Francisco, California 94104
Suite 1900 (415) 983-1000
San Francisco, CA 94110
(415) 733-5500
(Name, address and telephone
number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share/3/ offering price fee/4/
- -------------------- -------------- ----------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Common Stock/1/ 500,000 $ 19.38 $ 9,690,000 $ 2,693.82
- --------------------------------------------------------------------------------------------
Common Stock/2/ 1,000,000 $ 19.38 $ 19,380,000 $ 5,387.64
- --------------------------------------------------------------------------------------------
Total Registration Fee N/A N/A N/A $ 8,081.46
============================================================================================
</TABLE>
(1) Common Stock to be issued pursuant to the 1999 Equity Incentive Plan
(2) Common Stock to be issued pursuant to the 1999 Employee Stock Option Plan
(3) The offering price per share is calculated on the average high and low
prices reported in the consolidated reporting system for the New York Stock
Exchange on May 13, 1999.
(4) The registration fee has been calculated pursuant to Rule 457(h)(1).
______________________________
The registration statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
<PAGE>
PART I
Item 1. Program Information.*
Item 2. Registrant Information and Employee Program 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, as amended, and the Note to Part I of Form
S-8.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this registration
statement:
(a) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
(b) The information with regard to the registrant's Common Stock
contained in the Form 8-A with the Commission, File No. 001-12231, 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 shall be
deemed incorporated by reference in this registration Statement and to be a part
hereof from the date of filing such documents until a post-effective amendment
of this registration Statement is filed which indicates that all securities
being offered hereby have been sold or which deregisters all securities then
remaining unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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 Fifth
Restated Certificate of Incorporation provided 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 Fifth 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
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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.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
4 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 Counsel
23.1 Consent of Walter V. Stafford (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (reference is hereby made to page 4)
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:
(A) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(B) to reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement;
(C) 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;
provided, however, that paragraphs (a)(1)(A) and (a)(1)(B) 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 the registration statement.
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<PAGE>
(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 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
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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
James J. Didion, John C. Haeckel, Walter V. Stafford and Debra L. Morris 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
of 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.
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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 registration
statement on Form S-8 to be signed on its behalf of the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on this
13th day of May, 1999.
CB RICHARD ELLIS SERVICES, 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 on behalf of the registrant and in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James J. Didion Chief Executive Officer May 13, 1999
- ------------------------------ and Director
James J. Didion
/s/ John C. Haeckel Senior Executive Vice President, May 13, 1999
- ------------------------------ Chief Financial Officer and
John C. Haeckel Treasurer
/s/ Debra L. Morris Executive Vice President and May 13, 1999
- ------------------------------ Global Chief Accounting Officer
Debra L. Morris (Principal Accounting Officer)
/s/ Stanton D. Anderson Director May 12, 1999
- ------------------------------
Stanton D. Anderson
Director
- ------------------------------
Gary J. Beban
Director
- ------------------------------
Richard C. Blum
Director
- ------------------------------
Bradford M. Freeman
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald M. Koll Director May 13, 1999
- ------------------------------
Donald M. Koll
/s/ Paul C. Leach Director May 12, 1999
- ------------------------------
Paul C. Leach
Director
- ------------------------------
Frederic V. Malek
Director
- ------------------------------
Peter V. Ueberroth
Director
- ------------------------------
Ray Elizabeth Uttenhove
/s/ W. Brett White Director May 12, 1999
- ------------------------------
W. Brett White
/s/ Gary L. Wilson Director May 13, 1999
- ------------------------------
Gary L. Wilson
/s/ Raymond E. Wirta Director May 13, 1999
- ------------------------------
Raymond E. Wirta
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4 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 Counsel
23.1 Consent of Walter V. Stafford (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (reference is hereby made to page 4)
</TABLE>
<PAGE>
EXHIBIT 5
May 14, 1999
CB Richard Ellis Services, Inc.
200 North Sepulveda Boulevard
El Segundo, California 90245-4380
Dear Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by CB Richard Ellis Services, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to 500,000 shares of Common
Stock, par value $.01 per share, of the Company (the "Common Stock") issuable
pursuant to the Company's 1999 Equity Incentive Plan and 1,000,000 shares of
Common Stock issuable pursuant to the Company's 1999 Employee Stock Option Plan
(collectively, 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/ Walter V. Stafford
Walter V. Stafford
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<PAGE>
EXHIBIT 23.2
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
February 15, 1999 included in CB Richard Ellis Services, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1998; and to all references to our
Firm included in this Registration Statement.
/s/ARTHUR ANDERSEN LLP
Los Angeles, California
May 14, 1999
