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As filed with the Securities and Exchange Commission on June 10, 1994
Registration No. 33-_________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
__________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________________
SOTHEBY'S HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2478409
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
500 North Woodward Avenue
Suite 100
Bloomfield Hills, Michigan 48304
(Address of principal executive offices)
SOTHEBY'S HOLDINGS, INC. 1987 STOCK OPTION PLAN
(Full title of the plan)
__________________________________________
Kevin A. Bousquette
c/o Sotheby's, Inc.
1334 York Avenue
New York, New York 10021
(212) 606-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of securities Amount to be offering price per aggregate Amount of
to be registered registered share (2) offering price registration fee
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Class B Common
Stock (1) 4,000,000 (1) $12.44 $49,760,000 $17,158.62
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(1) Freely convertible, at the holder's option, on a share for share
basis, into Class A Limited Voting Common Stock.
(2) Computed, pursuant to Rule 457(c), solely for the purpose of
calculating the registration fee based on the average of the high and
low prices of the Class A Limited Voting Common Stock as reported on
the New York Stock Exchange Composite Tape on June 8, 1994.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated by reference and
made a part hereof:
(a) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934 ("the Exchange Act"); and
(b) all other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the report referenced in (a) above.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, 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 into this Registration Statement and to
be a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Dividends
With respect to the dividend rights of the Registrant's capital stock,
each share of Class B Common Stock, par value $0.10 per share (the "Class B
Common Stock"), and Class A Limited Voting Common Stock (the "Class A Common
Stock") is entitled to dividends if, as, and when declared by the Board of
Directors of the Registrant. Under the Michigan Business Corporation Act, the
Registrant may not declare and pay dividends (other than in shares of its
capital stock) if, after the dividend (a) the Registrant would not be able to
pay its debts as they become due or (b) the Registrant's total assets would be
less than its total liabilities plus the amount that would be needed to satisfy
the preferential rights of holders of the Registrant's preferred stock if the
Registrant were to be dissolved at the time of the dividend. Any dividend that
may be declared and payable in cash, capital stock of the Registrant (other
than Class A Common Stock or Class B Common Stock), or other property will be
paid equally on the Class A Common Stock and the Class B Common Stock. If a
dividend or distribution payable in Class A Common Stock is made on the Class A
Common Stock, the Registrant must also make an equal and simultaneous dividend
or distribution on the Class B Common Stock payable in shares of Class B Common
Stock. If a dividend or distribution payable in Class B Common Stock is made
on the Class B Common Stock, the Registrant must also make an equal and
simultaneous dividend or distribution on the Class A Common Stock payable in
shares of Class A Common Stock.
Voting Rights
Each share of Class A Common Stock is entitled to one vote, and each
share of Class B Common Stock is entitled to ten votes, on all matters
submitted to a vote of the shareholders. Except as described below, the Class
A Common Stock and the Class B
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Common Stock vote together as a single class on all matters presented for a
vote of the shareholders. The holders of a majority of the outstanding shares
of Class A Common Stock or Class B Common Stock, voting as separate classes,
must approve certain amendments to the Articles of Incorporation that adversely
affect the shares of their class.
So long (and only for so long) as the principal United States stock
exchange on which the Class A Common Stock is listed requires that the holders
of the Class A Common Stock, voting separately as a class, have the right to
elect 25% of the Company's Directors, the holders of the Class A Common Stock
will be entitled to elect 25% of the Company's Directors, rounded up in each
instance when necessary so that the holders of the Class A Common Stock, voting
separately as a class, elect not less than 25% of the Company's Directors, and
the holders of the Class B Common Stock, voting separately as a class, will
elect the remaining 75% of the Directors, rounded down in each instance when
the number of Directors elected by the holders of Class A Common Stock is
rounded up. At any time that the holders of Class A Common Stock have the
right to elect 25% of the Company's Directors, if the number of outstanding
shares of Class B Common Stock falls below 12.5% of the aggregate number of
outstanding shares of Class A and Class B Common Stock, then the holders of
Class A and Class B Common Stock will vote together as a single class to elect
the remaining 75% of the Company's Directors. The Class A Common Stock is
listed on the New York Stock Exchange, which currently requires such class
voting rights.
Shares of Class A Common Stock and Class B Common Stock do not have
cumulative voting rights.
Terms of Conversion
Each share of Class B Common Stock is convertible at any time, at the
option of and without cost to the shareholder, into one share of Class A Common
Stock, upon surrender of the certificate or certificates evidencing the Class B
Common Stock to be converted. If at any time (i) the outstanding shares of
Class B Common Stock represent less than 50% of the voting power of the
aggregate number of issued and outstanding shares of Class A Common Stock and
Class B Common Stock, or (ii) the Board of Directors and the holders of a
majority of the outstanding shares of Class B Common Stock approve the
conversion of all of the Class B Common Stock into Class A Common Stock, then
each outstanding share of Class B Common Stock shall be converted automatically
into one share of Class A Common Stock without any action by the holder. In
the event of an automatic conversion, certificates formerly representing
outstanding shares of Class B Common Stock will thereafter be deemed to
represent an equal number of shares of Class A Common Stock.
Restrictions on Transfers on Class B Common Stock
The issuance and transfer of the Class B Common Stock is generally
restricted by the Company's Articles of Incorporation to Permitted Owners (as
defined therein) consisting, in general, of the following:
1. A. Alfred Taubman, Judith Taubman, Henry Ford II, Max M.
Fisher, Emilio Gioia, Alfred C. Clark, Milton Petrie, Leslie
H. Wexner, Ann Getty, Ambassador Earl E. T. Smith, Alexis
Gregory, William Pitt, and David Metcalf (each, an "Original
Holder");
2. the descendants, spouses, descendants of spouses, spouses of
descendants, estates, and affiliates of any Original Holder,
including affiliated entities so long
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as they remain affiliates of an Original Holder, and any trust
for the sole benefit of any Original Holder or any of the
foregoing individuals;
3. employees of the Company or of any entity controlled by the
Company, for so long as they remain employees of the Company
or such controlled entity (the Company and such controlled
entities are hereinafter sometimes collectively referred to as
the "Controlled Group");
4. any pension, profit-sharing, or other employee benefit plan
maintained by a person within the Controlled Group;
5. any person receiving shares of Class B Common Stock pursuant
to the exercise of a stock option granted by the Company in
connection with a stock option plan adopted by the Company or
by any company within the Controlled Group; and
6. the Company.
Shares of Class B Common Stock are freely transferrable among
Permitted Owners; however, if at any time a Permitted Owner ceases to be a
Permitted Owner, then each share of Class B Common Stock owned by such former
Permitted Owner will be automatically converted into one share of Class A
Common Stock. Shares of Class B Common Stock may not be transferred to
non-Permitted Owners except in blocks constituting at least 1% of the then
issued and outstanding shares of Class B Common Stock and then only after
complying with the first offer procedure described in the Company's Articles of
Incorporation. Permitted Owners may aggregate their shares in order to meet
the 1% minimum.
Any shares of Class B Common Stock transferred in accordance with the
first offer procedure, regardless of whether the transferror is the Company or
any other person, and any shares of Class B Common Stock acquired by the
Company in any manner become shares of Unrestricted Class B Common Stock and
may thereafter be freely transferred without any restrictions, other than such
restrictions as may be agreed to by the owner of such shares or as may be
imposed by federal or state securities laws and regulations.
Liquidation Rights
In the event of the liquidation, dissolution, or winding up of the
Company, holders of the shares of Class A Common Stock and Class B Common Stock
are entitled to share equally, share for share, in the assets available for
distribution.
Other Rights
No shareholder of the Company has preemptive or other rights to
subscribe for additional shares of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation require the Company to
indemnify its Directors (including directors of subsidiaries) (and give the
Company authority to indemnify its officers (including officers of
subsidiaries), subject to their satisfying certain standards of conduct) for
expenses, judgments, fines, or amounts paid in settlement of civil, criminal,
administrative, and investigative suits or proceedings, including those
involving alleged violations of the Securities Act of 1933 (the "Act"). In
addition, the Company's Articles of Incorporation limit the liability of the
Company's Directors to the Company or its shareholders for monetary damages for
breach of the Directors' fiduciary duties. In addition, the Company maintains
directors' and officers' liability insurance that, under certain circumstances,
would cover alleged violations of the Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following Exhibits are being filed with this Registration
Statement:
5 Opinion of Miro Miro & Weiner, counsel to the
Registrant, as to the legality of the shares.
23(a) Consent of Deloitte & Touche.
23(b) Consent of Miro Miro & Weiner (included in
Exhibit 5).
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
(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:
(i) 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 Act, 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;
and
(3) to remove from registration, by means of a
post-effective amendment, any of the securities being
registered that remain unsold at the termination of
the offering.
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(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 Exchange Act
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 ("Act") 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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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 the 10th day of
June, 1994.
SOTHEBY'S HOLDINGS, INC.
By: /S/DIANA D. BROOKS
Diana D. Brooks, President 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.
Signature Title Date
--------- ----- ----
* Chairman of the Board June 10, 1994
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A. Alfred Taubman
* Vice Chairman of the Board June 10, 1994
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Max M. Fisher
/S/DIANA D. BROOKS President, Chief Executive Officer, June 10, 1994
- ----------------------------------------------- and Director
Diana D. Brooks
/S/KEVIN A. BOUSQUETTE Senior Vice President and June 10, 1994
- ----------------------------------------------- Chief Financial Officer
Kevin A. Bousquette
/S/THOMAS GANNALO Vice President and Chief June 10, 1994
- ----------------------------------------------- Accounting Officer
Thomas Gannalo
* Director June 10, 1994
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Michael L. Ainslie
* Director June 10, 1994
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Viscount Blakenham
* Director June 10, 1994
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Lord Camoys
* Director June 10, 1994
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Walter J. P. Curley
* Director June 10, 1994
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The Rt. Hon. The Earl of Gowrie
* Director June 10, 1994
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R. Julian de la M. Thompson
* Director June 10, 1994
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Leslie H. Wexner
*By: /S/KEVIN A. BOUSQUETTE
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Kevin A. Bousquette
Attorney-in-Fact
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SOTHEBY'S HOLDINGS, INC.
EXHIBIT INDEX
Sequential
Exhibit Title of Exhibit Page Number
------- ---------------- -----------
5 Opinion of Miro Miro & Weiner, counsel to the Registrant,
as to the legality of the shares.
23(a) Consent of Deloitte & Touche.
23(b) Consent of Miro Miro & Weiner (included in Exhibit 5).
24 Powers of Attorney.
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