As filed with the Securities and Exchange Commission on July 16, 2002
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.
(f/k/a Insignia/ESG Holdings, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 56-2084290
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
200 Park Avenue
New York, New York 10166
(Address of principal executive offices) (Zip Code)
Insignia Financial Group, Inc. 1998 Stock Incentive Plan
(Amended and Restated as of April 8, 2002)
(Full title of the Plan)
Adam B. Gilbert, Esq.
General Counsel and Secretary
Insignia Financial Group, Inc.
200 Park Avenue
New York, New York 10166
(212) 984-8000
(Name, address and telephone number,
including area code, of agent for service)
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Copies to:
Arnold S. Jacobs, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered(1) offering price per aggregate offering registration
share(2) price(2) fee
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Common Stock, par 1,000,000 shares $8.89 $8,890,000 $817.88
value $0.01 per share
(1) Represents additional shares that may be issued under the Insignia Financial
Group, Inc. 1998 Stock Incentive Plan (Amended and Restated as of April 8, 2002)
(the "Plan"). Insignia Financial Group, Inc. (the "Company" or the "Registrant")
has previously filed a registration statement on Form S-8 (Registration No.
333-62731) registering 3,500,000 shares of the Company's Common Stock, par value
$0.01 per share (the "Common Stock") under the Securities Act of 1933 (the
"Act") for issuance pursuant to the Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Act and based on the average of the high and low
prices of the Common Stock on the New York Stock Exchange as of July 12, 2002.
EXPLANATORY NOTE
The contents of the Company's Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on September 2, 1998 (Registration No.
333-62731), relating to the registration of 3,500,000 shares of the Common Stock
authorized for issuance under the Plan is incorporated by reference in its
entirety herein in accordance with General Instruction E to Form S-8. This
Registration Statement provides for the registration of an additional 1,000,000
shares of Common Stock authorized for issuance under the Plan.
Item 8. Exhibits.
4.1 Insignia Financial Group, Inc. 1998 Stock Incentive Plan (Amended
and Restated as of April 8, 2002)
5 Opinion of Proskauer Rose LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young Auditors
23.3 Consent of Proskauer Rose LLP (included in Exhibit 5)
24.1 Power of Attorney
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 16th day of
July, 2002.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Andrew L. Farkas
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Andrew L. Farkas
Chairman and
Chief Executive 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
---------- ----- ----
/s/ Andrew L. Farkas Chief Executive Officer and Director July 10, 2002
-------------------- (Principal Executive Officer)
Andrew L. Farkas
/s/ James A. Aston Chief Financial Officer July 12, 2002
------------------ (Principal Financial and
James A. Aston Accounting Officer)
Director July __, 2002
---------------------
Robert J. Denison
Director July __, 2002
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Robin L. Farkas
/s/ Robert G. Koen Director July 15, 2002
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Robert G. Koen
/s/Stephen M. Ross Director July 12, 2002
------------------
Stephen M. Ross
Director July __, 2002
---------------------
Stephen B. Siegel
/s/ H. Strauss Zelnick Director July 15, 2002
----------------------
Exhibit 5
Letterhead of Proskauer Rose LLP
July 16, 2002
Insignia Financial Group, Inc.
200 Park Avenue
New York, New York 10166
Dear Sirs:
We are acting as counsel to Insignia Financial Group, Inc. (f/k/a
Insignia/ESG Holdings, 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 1,000,000 shares (the "Shares") of Common Stock,
par value $0.01 per share, of the Company. The Shares are issuable by the
Company pursuant to stock-based awards (the "Awards") to be granted under the
Insignia Financial Group, Inc. 1998 Stock Incentive Plan (Amended and Restated
as of April 8, 2002) (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 pursuant to the Awards, 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,
/s/ Proskauer Rose LLP
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Insignia Financial Group, Inc. pertaining to the
registration of 1,000,000 shares of Common Stock of Insignia Financial Group,
Inc. for issuance under the Insignia Financial Group, Inc. 1998 Stock Incentive
Plan (Amended and Restated as of April 8, 2002) of our report dated February 8,
2002 with respect to the consolidated financial statements of Insignia Financial
Group, Inc. included in the Annual Report (Form 10-K) for the year ended
December 31, 2001, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
June 24, 2002
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Insignia Financial Group, Inc. pertaining to the
registration of 1,000,000 shares of Common Stock of Insignia Financial Group,
Inc. for issuance under the Insignia Financial Group, Inc. 1998 Stock Incentive
Plan (Amended and Restated as of April 8, 2002) of our report dated February 15,
2002, with respect to the consolidated financial statements of Insignia Bourdais
Holdings (formerly Societe Financiere Bourdais) included in Form 8-K/A of
Insignia Financial Group, Inc. dated March 4th 2002 filed with the Securities
and Exchange Commission.
/s/Ernst & Young Auditors
Paris, France
June 26, 2002
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Andrew L. Farkas and Adam B. Gilbert, 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 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/ Andrew L. Farkas /s/ Robert G. Koen
-------------------- ------------------
-------------------- ------------------
/s/ H. Strauss Zelnick
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/s/ Stephen M. Ross
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Dated: July 15, 2002