Securities Registration: Employee Benefit Plan (s-8)
20 November 2019 - 10:01PM
Edgar (US Regulatory)
Registration
No. 333-
As
filed with the Securities and Exchange Commission on November 19, 2019
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Newmark Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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81-4467492
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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125 Park Avenue
New York, New York 10017
(Address of Principal Executive Offices)(Zip Code)
Newmark Group, Inc. Long Term Incentive Plan
(Full title of the plan)
Stephen M. Merkel
Executive Vice President and Chief Legal Officer
Newmark Group, Inc.
125
Park Avenue
New York, New York 10017
(Name and address of agent for service)
(212) 372-2000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, include by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per
Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A Common Stock, par value $0.01 per share
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15,000,000 shares(1)
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$12.25(2)
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$183,750,000(2)
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$23,850.75(3)
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Restricted Stock Units (4)
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(5)
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(6)
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(6)
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(6)
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Other Stock-Based Awards (4)
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(5)
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(6)
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(6)
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(6)
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), the
number of shares of Class A Common Stock, par value $0.01 per share (the Class A Common Stock), of Newmark Group, Inc. being registered shall include an indeterminate number of additional shares which may become issuable as a
result of stock splits, stock dividends, or similar transactions in accordance with the anti-dilution provisions of the Newmark Group, Inc. Long Term Incentive Plan (the Plan).
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(2)
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Calculated pursuant to Rules 457(c) and (h), based upon the average of the high and low sale prices of the
Class A Common Stock reported on the NASDAQ Global Select Market on November 13, 2019.
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(3)
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Calculated pursuant to Section 6(b) of the Securities Act as follows: Proposed maximum aggregate offering
price multiplied by .0001298.
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(4)
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Restricted Stock Units represent rights, with or without dividend equivalents, to acquire shares of the
Class A Common Stock for no additional consideration pursuant to the Plan, upon the vesting thereof. Other Stock-Based Awards represent rights to acquire shares of the Class A Common Stock for no additional consideration pursuant to the
Plan, upon the exchange of exchangeable REUs, PSUs, LPUs or certain other limited partnership units issued by Newmark Holdings, L.P. pursuant to the Newmark Holdings, L.P. Participation Plan, and upon the exchange of compensatory exchangeable
Founding Partner Units issued by Newmark Holdings, L.P.
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(5)
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Each Restricted Stock Unit and Other Stock-Based Award shall represent a right to acquire one share of the
Class A Common Stock, subject to adjustment as described in the Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P. and for stock splits, stock dividends, or similar transactions in accordance with the anti-dilution
provisions of the Plan. The aggregate number of Restricted Stock Units and Other Stock-Based Awards sold pursuant to the Plan shall not exceed the number of shares of the Class A Common Stock being registered herein, as adjusted pursuant to
Rule 416(a).
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(6)
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Included in the offering price and fee calculations for the shares of the Class A Common Stock being
registered herein. Any value attributable to the Restricted Stock Units and Other Stock-Based Awards, representing rights to acquire shares of the Class A Common Stock, is reflected in the market price of the Class A Common Stock, and any
Restricted Stock Units and Other Stock-Based Awards sold will be sold for consideration not to exceed the value of the underlying shares of the Class A Common Stock represented by the Restricted Stock Units and Other Stock-Based Awards on the
date of sale. Accordingly, there is no additional offering price or registration fee with respect to the Restricted Stock Units and Other Stock-Based Awards being registered herein.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Newmark Group, Inc. (we, us, or
our) for the purpose of registering 15,000,000 additional shares of Class A Common Stock, Restricted Stock Units and Other Stock-Based Awards under the Securities Act. The shares of the Class A Common Stock, Restricted Stock
Units and Other Stock-Based Awards registered herein to be offered and sold pursuant to the Plan are of the same classes of securities as the shares of the Class A Common Stock, Restricted Stock Units and Other Stock-Based Awards registered
under the currently effective Registration Statement on Form S-8 (Registration No. 333-222201) (the Prior Registration Statement). Pursuant to
General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth
herein. Only those items containing new information not contained in the Prior Registration Statement are presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by us with the Securities and Exchange Commission (the Commission) are incorporated by reference into this
Registration Statement:
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(a)
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Our Annual Report on Form
10-K for the fiscal year ended December 31, 2018, filed with the Commission on March 15, 2019, as amended by Amendment No.
1 on Form 10-K/A, filed with the Commission on April 29, 2019.
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(b)
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Our Quarterly Reports on Form 10-Q for the fiscal quarter ended
March 31, 2019, filed with the Commission on May 10, 2019; for the fiscal quarter ended June
30, 2019, filed with the Commission on August 9, 2019; and for the fiscal quarter ended September
30, 2019, filed with the Commission on November 8, 2019.
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(c)
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Our Definitive Proxy
Statement on Schedule 14A for the 2019 Annual Meeting of Stockholders, filed with the Commission on August 12, 2019.
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(d)
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Our Current Reports on Form 8-K, filed with the Commission on February 5,
2019, February
12, 2019 (other than as indicated therein), May
9, 2019 (other than as indicated therein), August
1, 2019 (other than as indicated therein), September
25, 2019, and October 30, 2019 (other than as indicated therein).
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(e)
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The description of the Class
A Common Stock contained in our Registration Statement on Form 8-A (Registration
No. 001-38329), filed with the Commission on December 14, 2017, including any amendment or report filed for the purpose of updating such description.
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All documents subsequently filed by us 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 herein have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of the filing of such documents.
Any statement contained herein or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The Exhibit Index set forth below
is incorporated by reference in response to this Item 8.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 19,
2019.
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Newmark Group, Inc.
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By:
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/s/ Howard W. Lutnick
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Name: Howard W. Lutnick
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Title: Chairman
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[Signature Page to Registration Statement on Form S-8
re: Newmark Group, Inc. Long Term Incentive Plan]
POWERS OF ATTORNEY
Each of the undersigned, whose signature appears below, hereby constitutes and appoints Howard W. Lutnick and Stephen M. Merkel, and each of them, as his or
her true and lawful attorneys-in-facts and agents, with full power 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 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, or his or their substitute or substitutes, and each of them, full power and authority to do and perform each and every act and thing necessary or
appropriate to be done with respect to this Registration Statement or any amendments hereto in 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, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
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 date indicated:
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Signature
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Capacity in Which Signed
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Date
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/s/ Howard W. Lutnick
Howard W. Lutnick
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Chairman and Director (Principal Executive Officer)
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November 19, 2019
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/s/ Barry M. Gosin
Barry M. Gosin
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Chief Executive Officer
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November 19, 2019
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/s/ Michael J. Rispoli
Michael J. Rispoli
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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November 19, 2019
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/s/ Virginia S. Bauer
Virginia S. Bauer
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Director
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November 19, 2019
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/s/ Peter F. Cervinka
Peter F. Cervinka
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Director
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November 19, 2019
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/s/ Michael Snow
Michael Snow
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Director
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November 19, 2019
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[Signature Page to Registration Statement on Form S-8 re: Newmark
Group, Inc. Long Term Incentive Plan]
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