As filed with the Securities and Exchange Commission on August 2, 1996
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
______________________
INSIGNIA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3591193
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
One Insignia Financial Plaza
P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip code)
1995 Non-Employee
Director Stock Option Plan
(Full title of the Plan)
John K. Lines, Esq.
General Counsel and Secretary
Insignia Financial Group, Inc.
One Insignia Financial Plaza
P.O. Box 1089
Greenville, South Carolina 29602
(864) 239-1000
(Name, address and telephone number,
including area code, of agent for service)
_________________________________
Copies to:
Arnold S. Jacobs, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
_________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered registered per share price fee
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<S> <C> <C> <C> <C>
Class A Common 120,000 shares $ 13.5625 $1,627,500 $ 561.21(2)
Stock, par value 20,000 shares $ 25.75 $ 515,000 $ 177.59(2)
$0.01 per share 10,000 shares $ 26.00 $ 260,000 $ 89.66(2)
250,000 shares(1) $ 20.75(2) $5,187,500(2) $1,788.79(2)
Total $2,617.25(2)
<FN>
(1)The maximum number of shares as to which awards may be granted under the 1995 Non-Employee Director
Stock Option Plan (the "Plan").
<PAGE>
1
(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Sec rities Act
of 1933 with respect to 150,000 shares and pursuant to Rule 457(c) as to 250,000 shares.
</FN>
</TABLE>
2
<PAGE>
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
by Insignia Financial Group, Inc., a Delaware corporation (the "Corporation"),
are incorporated herein by reference:
(1) the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(2) the Corporation's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996;
(3) the Corporation's Current Report on Form 8-K dated January 19,
1996;
(4) the Corporation's Current Report on Form 8-K dated January 29,
1996;
(5) the Corporation's Current Reports on Form 8-K each dated July 1,
1996; and
(6) the description of the Corporation's Class A Common Stock, par
value $0.01 per share, included in the Corporation's Registration Statement
on Form 8-A, dated September 19, 1995, on Form 8-A/A(1) dated October 3,
1995 and on Form 8-A/A(2) dated June 21, 1996.
All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended,
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 in this
Registration Statement and to be part hereof from the date of filing such
documents. Any statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
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.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
II-1
<PAGE>
The Corporation is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses incurred in any action, suit or proceeding. Article Seventh of
the Certificate of Incorporation of the Corporation provides for indemnification
of directors and officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware, and the Corporation has entered into
agreements with 20 of its officers and directors with respect to such
indemnification. Reference is made to the Certificate of Incorporation of the
Corporation and such agreements, incorporated by reference as Exhibits to the
Corporation's Registration Statement on Form S-1, File No. 33-67486.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. Article Eighth of the Corporation's Certificate of
Incorporation contains such a provision.
The Corporation currently has a Directors and Officers Liability Insurance
Policy (the "Policy") in place with Federal Insurance Company. The Policy is a
"claims made" policy with a $5,000,000 policy aggregate. However, the Board of
Directors believes that it serves the Corporation's best interest to supplement
this coverage or any coverage which the Corporation may maintain in the future
by agreeing by contract to indemnify directors and executive officers to the
fullest extent permitted under applicable law.
The form of Indemnification Agreement to be entered into by the Corporation
with directors and executive officers of the Corporation is based on the
provisions of the General Corporation Law of the State of Delaware, which are
contained primarily in Section 145 of the General Corporate Law of the State of
Delaware, but is intended to provide broader indemnification than that which is
specifically provided by Section 145. The form of Indemnification Agreement
provides generally that the Corporation will to the fullest extent permitted by
applicable law indemnify the director or executive officer against expenses
arising from any event or occurrence, either prior to or after the time the
Indemnification Agreement is executed, related to the fact that such person is
or was serving as a director or executive officer of the Corporation (or of
another entity at the Corporation's request). To be indemnified, a party must
meet the relevant standards of conduct, but the form of Indemnification
Agreement provides that such standard is presumed to have been met unless the
Corporation demonstrates otherwise.
Item 7. Exemption from Registration Claimed.
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Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
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4.1 Insignia 1995 Non-Employee Director Stock Option Plan.
5 Opinion of Proskauer Rose Goetz & Mendelsohn LLP.
23.1 Consent of Ernst & Young LLP (included on Pages II-7).
23.2 Consent of Proskauer Rose Goetz & Mendelsohn LLP (included in Exhibit
5).
24 Powers of Attorney.
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, a post-effective amendment to this registration statement (iii);
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.
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is 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 Greenville, State of South Carolina, on this 2nd day
of August, 1996.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Ronald Uretta
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Ronald Uretta
Chief Financial 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 dates indicated.
Signatures Title Date
Officer and Director
Andrew L. Farkas (Principal Executive Officer)
/s/ Ronald Uretta Chief Financial Officer August 2, 1996
------------------------ (Principal Financial and
Ronald Uretta Accounting Officer)
/s/ Robert J. Denison* Director August 2, 1996
------------------------
Robert J. Denison
/s/ Robin L. Farkas* Director August 2, 1996
------------------------
Robin L. Farkas
/s/ Merril M. Halpern* Director August 2, 1996
- -------------------------
Merril M. Halpern
/s/ John F. Jacques* Director August 2, 1996
------------------------
John F. Jacques
Director
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Robert G. Koen
/s/ Michael I. Lipstein* Director August 2, 1996
-------------------------
Michael I. Lipstein
/s/ Buck Mickel* Director August 2, 1996
-------------------------
Buck Mickel
*By /s/ Ronald Uretta
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Ronald Uretta
Attorney-in-fact
II-4
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the registration of 400,000 shares of Class A Common
Stock which may be issued upon exercise of certain non-qualified options under
the 1995 Non-Employee Director Stock Option Plan of Insignia Financial Group,
Inc. of our report dated February 21, 1996, with respect to the consolidated
financial statements of Insignia Financial Group, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
Greenville, South Carolina ERNST & YOUNG LLP
August 2, 1996
II-5
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Andrew L. Farkas, Ronald Uretta and John F.
Jacques, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, to act, without the other, for
him and in his name, place, and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of Insignia Financial Group, Inc., and any or
all amendments (including post-effective amendments) thereto, relating to the
offering of shares of its Class A Common Stock, 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 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 full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/s/ John F. Jacques
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Andrew L. Farkas John F. Jacques
/s/ Ronald Uretta /s/ Robert J. Denison
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Ronald Uretta Robert J. Denison
/s/ Michael Lipstein
____________________ -------------------------
Robert G. Koen Michael Lipstein
/s/ Robin L. Farkas /s/ Buck Mickel
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Robin L. Farkas Buck Mickel
/s/ Merril M. Halpern
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Merril M. Halpern
EXHIBIT 5
Letterhead of Proskauer Rose Goetz & Mendelsohn LLP
August 1, 1996
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, SC 29602
Dear Sirs:
We are acting as counsel to Insignia Financial Group, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company under the
Securities Act of 1933 (the "Act") relating to the registration of 400,000
shares (the "Shares") of Class A Common Stock, par value $0.01 per share, of the
Company. The Shares are issuable by the Company upon exercise of certain stock
options (the "Options") granted or to be granted to certain non-employee
directors of the Company under the 1995 Non-Employee Director Stock Option Plan
(the "Plan").
We have examined originals or copies, certified or otherwise authenticated
to our satisfaction, of all such corporate records, documents, agreements and
instruments and certificates of public officials and of representatives of the
Company, and have made such investigation of law and fact, as we have deemed
appropriate for purposes of this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that the
Shares are duly authorized and, upon issuance of the Shares in accordance with
the Plan upon exercise of the Options, will be, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
Proskauer Rose Goetz & Mendelsohn LLP
By: /s/ Allan R. Williams
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