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As filed with the Securities and Exchange Commission on June 7, 2000
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 1999
CB RICHARD ELLIS SERVICES, 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)
200 North Sepulveda Boulevard, Suite 300 90245
El Segundo, California (Zip Code)
(Address of Principal Executive Office)
CB RICHARD ELLIS SERVICES, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN AMENDED AND
RESTATED AS OF JULY 21, 2000
(Full Title of the Plans)
_____________________
Walter V. Stafford
Senior Executive Vice President and General Counsel
CB Richard Ellis Services, Inc.
353 Sacramento Street, Suite 1900
San Francisco, CA 94111
(415) 733-5502
(Name, Address and Telephone Number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<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 450,000 shares $10.19 $4,585,500 $1,210.57
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
______________________________
/1/ 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 June 5, 2000.
/2/ The registration fee has been calculated pursuant to Rule 457(h) (1).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
------ ----------------
Item 2. Registrant Information and Employee Plan Annual Information*
------ -----------------------------------------------------------
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, 1999.
2. The information with regard to the Registrant's Common Stock
contained in the Form 8-A filed 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 informatio n.
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 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.
________________________
* Information required by Part 1 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 1 of
Form S-8
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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.
Item 8. 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 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 5)
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;
3
<PAGE>
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 Raymond
E. Wirta, Walter V. Stafford and Ronald J. Platisha 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 El Segundo, State of California, on this 5th
day of June, 2000.
CB RICHARD ELLIS SERVICES, INC.
/s/ Raymond E. Wirta
--------------------
By: Raymond E. Wirta
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:
Signature Title Date
--------- ----- ----
/s/ Raymond E. Wirta
--------------------------------------------------------------------------------
Raymond E. Wirta Chief Executive Officer and June 5, 2000
Director
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/s/ Stanton Anderson
--------------------------------------------------------------------------------
Stanton Anderson Director June 5, 2000
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/s/ Gary J. Beban
--------------------------------------------------------------------------------
Gary J. Beban Director June 7, 2000
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/s/ Richard C. Blum
--------------------------------------------------------------------------------
Richard C. Blum Director June 5, 2000
--------------------------------------------------------------------------------
/s/ James J. Didion
--------------------------------------------------------------------------------
Chairman of the Board and
James J. Didion Director June 5, 2000
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/s/ Bradford M. Freeman
--------------------------------------------------------------------------------
Bradford M. Freeman Director June 5, 2000
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/s/ Donald M. Koll
--------------------------------------------------------------------------------
Donald M. Koll Director June 5, 2000
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/s/ Paul C. Leach
--------------------------------------------------------------------------------
Paul C. Leach Director June 5, 2000
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/s/ David R. Lind
--------------------------------------------------------------------------------
David R. Lind Director June 1, 2000
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/s/ Frederic V. Malek
--------------------------------------------------------------------------------
Frederic V. Malek Director June 5, 2000
-------------------------------------------------------------------------------
/s/ Ray Elizabeth Uttenhove
--------------------------------------------------------------------------------
Ray Elizabeth Uttenhove Director June 2, 2000
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/s/ W. Brett White
--------------------------------------------------------------------------------
W. Brett White Director June 5, 2000
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/s/ Gary L. Wilson
--------------------------------------------------------------------------------
Gary L. Wilson Director June 5, 2000
--------------------------------------------------------------------------------
/s/ Ronald J. Platisha
--------------------------------------------------------------------------------
Executive Vice President and
Ronald J. Platisha Principal Accounting Officer June 5, 2000
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CB RICHARD ELLIS SERVICES, 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 Counsel
23 Consent of Walter V. Stafford (included in Ex. No. 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (reference is hereby made to page 5)
____________________________
* Incorporated by reference.
7
