-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MMCyeJoJovXcBDlsvTjKCqZu/J21e/IqKrQ7LFsKhayEekVj7vCi5ErMPyjxJtWE A/8JOofXAIGoD0oZF19QDw== 0000898430-97-003663.txt : 19970827 0000898430-97-003663.hdr.sgml : 19970827 ACCESSION NUMBER: 0000898430-97-003663 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970826 EFFECTIVENESS DATE: 19970826 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CB COMMERCIAL REAL ESTATE SERVICES GROUP INC CENTRAL INDEX KEY: 0000852203 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 521616016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-34375 FILM NUMBER: 97669913 BUSINESS ADDRESS: STREET 1: 533 S FREMONT AVE CITY: LOS ANGELES STATE: CA ZIP: 90071-1798 BUSINESS PHONE: 2136133123 MAIL ADDRESS: STREET 1: 533 S FREMONT AVE CITY: LOS ANGELES STATE: CA ZIP: 90071-1798 FORMER COMPANY: FORMER CONFORMED NAME: CB COMMERCIAL HOLDINGS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CB ACQUISITION CORP DATE OF NAME CHANGE: 19890731 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 26, 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 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
- --------------------------------------------------------------------------------------------- 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) - ---------------- -------------- ------------------- ----------------- --------------- 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 - ---------------------------------------------------------------------------------------------
(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). -1- 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, 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. - ------ ------------------------- Not applicable. -2- 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. Item 8. Exhibits. - ------ -------- See Index to Exhibits. 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; -3- (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. -4- 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:
Signature Title Date --------- ----- ---- 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
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Signature Title Date --------- ----- ---- Executive Vice President /s/ Ronald J. Platisha and Principal Accounting - --------------------------- Officer August 26, 1997 Ronald J. Platisha /s/ Stanton D. Anderson - --------------------------- 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
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Signature Title Date --------- ----- ---- /s Lawrence J. Melody - ---------------------------- 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
-7- 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. -8- EX-5 2 OPINION OF TRUDE A. TSUJIMOTO, ESQ. 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 EX-23 3 CONSENT OF ARTHUR ANDERSEN LLP 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 -----END PRIVACY-ENHANCED MESSAGE-----