As filed with the Securities and Exchange Commission on August 30, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BlackRock, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 51-0380803
(State of Incorporation)(I.R.S. Employer Identification No.)
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345 Park Avenue
New York, New York 10154
(212) 754-5560
(Address of Principal Executive Offices) (Zip Code)
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BLACKROCK, INC. VOLUNTARY DEFERRED COMPENSATION PLAN
(Full Titles of the Plans)
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Robert P. Connolly
Managing Director and General Counsel
BlackRock, Inc.
345 Park Avenue
New York, New York 10154
(212) 754-5560
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Amount to be Amount of
Title of Securities to be Registered (1) Registered (2) Registration Fee
================================================== ======================== ============================
Deferred Compensation Obligations.............. $30,000,000 $7,500.00
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(1) The Deferred Compensation Obligations are unfunded and unsecured general obligations of
BlackRock, Inc. to pay deferred compensation in the future in accordance with the terms of the
BlackRock, Inc. Voluntary Deferred Compensation Plan.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)
under the Securities Act.
PART I
The information called for by Part I of this Registration
Statement on Form S-8 is included in the description of the BlackRock, Inc.
Voluntary Deferred Compensation Plan (the "Plan") to be delivered to
persons eligible to participate in the Plan. Pursuant to the Note to Part I
of Form S-8, this information is not being filed with or included in this
registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference
The following documents which have been filed by the Registrant
with the Securities and Exchange Commission (the "Commission"), pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement as of their
respective dates.
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000; the Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2001 and June 30, 2001; the Registrant's
Current Reports on Form 8-K dated January 17, 2001 and April 16, 2001.
(2) The Registrant's Form 8-A filed on September 15, 1999,
pursuant to Section 12(b) of the Exchange Act, including any amendment or
reports filed for the purpose of updating such information.
All documents filed or subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after
the date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities described
herein 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 a part hereof from the date of filing of
such documents with the Commission. Any statement in a document
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
which 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 4. Description of Securities
Under the Plan, the Registrant will provide a select group of
management and highly compensated employees (the "Eligible Employees") the
opportunity to enter into agreements for the deferral of a specified
percentage of their annual performance bonus compensation. The obligations
of the Registrant under such agreements (the "Obligations") will be
unfunded and unsecured general obligations of the Registrant to pay in the
future the value of an account established and maintained by the Registrant
(the "Deferred Compensation Account") for participating Eligible Employees
(each a "Participant") under the Plan, adjusted to reflect the performance
during the deferral period, whether positive or negative, of certain
tracking investments that are available under the Plan, as chosen in the
sole discretion of the Registrant's Management Committee (the "Investment
Funds").
The Plan will be administered by the Registrant's Management
Committee (the "Committee"). The amount of compensation to be deferred by
each Participant will be determined in accordance with the Plan based on
elections by the Participant. An Eligible Employee may elect to defer
between 1% and 100% of that portion of his or her annual performance bonus
not mandatorily deferred under the Registrant's Involuntary Deferred
Compensation Plan, in increments of at least 1%, subject to certain maximum
deferral thresholds for Participants who are United States residents. The
Participants under the Plan must specify a deferral period of one, three,
five or ten years.
Subject to the terms of the Plan, the amounts deferred by
Participants will be used to make tracking investments in the Investment
Funds. The Obligations to each Participant will equal the balance in the
Participant's Deferred Compensation Account. Each Participant's Deferred
Compensation Account will be adjusted to reflect deferrals by the
Participant, employer contributions, if any, and the investment performance
of the Investment Funds, including any appreciation or depreciation.
The Obligations will be distributed by the Registrant in
accordance with the terms of the Plan. Upon the written request of the
Participant and a determination by the Committee that a Participant has
suffered an unforeseeable financial hardship, the Committee may revoke the
deferral of a Participant's annual performance bonus and/or direct the
Registrant to pay such Participant an amount necessary to meet the
emergency. A Participant may also withdraw his or her Deferred Compensation
Account in accordance with the terms of the Plan.
A Participant's right or the right of any other person to the
Obligations cannot be assigned or transferred in any manner or be subject
to alienation, anticipation, sale, pledge, encumbrance or other legal
process. The Committee may at any time amend or terminate the Plan, except
that no such amendment or termination may act to reduce a Participant's
Deferred Compensation Account as it existed as of the day before the
effective date of such amendment or termination.
Item 5. Interests of Named Experts and Counsel
The validity of the securities being registered has been passed
upon by Robert P. Connolly, Managing Director and General Counsel of the
Registrant. As of June 30, 2001, Mr. Connolly beneficially owns 56,931
shares of BlackRock Class B Common Stock, 9,489 of which vested on December
31, 2000 and the remainder of which vests on the following dates: 9,489 on
December 31, 2001; 9,487 on September 15, 2002; 9,489 on December 31, 2002;
9,487 on September 15, 2003; and 9,487 on September 15, 2004. Mr. Connolly
also beneficially owns options, which are currently exercisable, to
purchase 4,166 shares of Class A Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("DGCL")
authorizes a corporation's board of directors to grant indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act.
As permitted by Delaware law, the Registrant's Amended and
Restated Certificate of Incorporation includes a provision that eliminates,
to the maximum extent permitted by Delaware law, the personal liability of
its directors for monetary damages for breach of fiduciary duty as a
director. This provision in the Amended and Restated Certificate of
Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach
of the director's duty of loyalty to the Registrant for acts or omissions
not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does
not affect a director's responsibilities under any other law, such as the
federal securities laws or state or federal environmental laws.
As permitted by Delaware law, Article Seventh of the Registrant's
Amended and Restated Certificate of Incorporation provides that (1) the
Registrant is required to indemnify its directors and officers to the
fullest extent authorized or permitted by law, subject to certain very
limited exceptions; (2) the Registrant is permitted, to the extent
authorized by its board of directors, to provide rights to indemnification
to its employees and agents similar to those conferred to its directors and
officers; (3) the Registrant is required to advance expenses, as incurred,
to its directors and officers in connection with a legal proceeding to the
fullest extent permitted by Delaware law, subject to certain very limited
exceptions; and (4) the rights conferred in the Amended and Restated
Certificate of Incorporation are not exclusive.
As permitted by Delaware law, the Registrant's Amended and
Restated Bylaws, a copy of which is filed as Exhibit 3.4 to the
Registration Statement on Form S-1, File No. 333-78367, which is
incorporated herein by reference, provides that BlackRock is required to
indemnify its directors and officers to the fullest extent authorized by
the DGCL, subject to certain very limited exceptions. The rights to
indemnification conferred in the Amended and Restated Bylaws are not
exclusive.
As permitted by the Delaware law, the Registrant's Amended and
Restated Bylaws provides the Registrant with the authority to purchase
insurance covering the company's directors and officers against any such
expense, liability or loss asserted against them in their capacity as such.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
3.1* Amended and Restated Certificate of Incorporation of the
Registrant.
3.2* Amended and Restated Bylaws of the Registrant.
3.3** Amendment No. 1 to the Amended and Restated Bylaws of the
Registrant.
5.1 Opinion of Robert P. Connolly.
10.1 BlackRock, Inc. Voluntary Deferred Compensation Plan.
23.1 Consent of Robert P. Connolly (included with Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included on the signature page).
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* Incorporated by reference to the Registrant's Registration Statement
on Form S-1 (Registration Number 333-78367), as amended, originally
filed with the Commission on May 13, 1999, and declared effective on
September 30, 1999.
** Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1999, filed on March 28, 2000.
Item 9. Rquired 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 prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
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 the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value
of securities offered would not exceed that which
was registered) and any deviation from the low or
high end of the estimated maximum offering range
may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(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;
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 with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities 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.
(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, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 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
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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 New York County, New York, on this 30th day
of August, 2001.
BLACKROCK, INC.
By: /s/ Laurence D. Fink
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Laurence D. Fink
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ralph L. Schlosstein, Paul L. Audet and
Robert P. Connolly, his true and lawful attorney-in-fact and agent, each
acting alone, with full power of substitution and resubstitution for him and
in his name, place and stead, in any and all capacities to sign the
registration statement on Form S-8 to be filed in connection with the
offerings of ordinary shares of BlackRock, Inc. and any and all amendments
(including post-effective amendments) to this registration statement, and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act, as amended, and to file the same, with all exhibits thereto,
and the other documents in connection therewith, with the Commission, granting
unto said attorney-in-fact and agent, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact or his substitutes, each acting alone, 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 by the following persons in the
capacities and on the dates indicated.
Name Title Date
Chairman of the Board of Directors
/s/ Laurence D. Fink and Chief Executive Officer
- ----------------------------- (Principal Executive Officer) August 30, 2001
Laurence D. Fink
Managing Director, Chief Financial
/s/ Paul L. Audet Officer (Principal Financial and
- ----------------------------- Accounting Officer) August 30, 2001
Paul L. Audet
/s/ Ralph L. Schlosstein
- ----------------------------- Director and President August 30, 2001
Ralph L. Schlosstein
/s/ Murry Gerber
- ----------------------------- Director August 30, 2001
Murry Gerber
/s/ Walter E. Gregg, Jr.
- ----------------------------- Director August 30, 2001
Walter E. Gregg, Jr.
/s/ James Grosfeld
- ----------------------------- Director August 30, 2001
James Grosfeld
/s/ Frank Nickell
- ----------------------------- Director August 30, 2001
Frank Nickell
/s/ Thomas H. O'Brien
- ----------------------------- Director August 30, 2001
Thomas H. O'Brien
/s/ Helen P. Pudlin
- ----------------------------- Director August 30, 2001
Helen P. Pudlin
/s/ James E. Rohr
- ----------------------------- Director August 30, 2001
James E. Rohr
/s/ Lawrence M. Wagner
- ----------------------------- Director August 30, 2001
Lawrence M. Wagner
Exhibit Index
3.1* Amended and Restated Certificate of Incorporation of the
Registrant.
3.2* Amended and Restated Bylaws of the Registrant.
3.3** Amendment No. 1 to the Amended and Restated Bylaws of the
Registrant.
5.1 Opinion of Robert P. Connolly.
10.1 BlackRock, Inc. Voluntary Deferred Compensation Plan.
23.1 Consent of Robert P. Connolly (included with Exhibit
5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included on the signature page).
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* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (Registration Number 333-78367), as
amended, originally filed with the Commission on May 13,
1999, and declared effective on September 30, 1999.
** Incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed on
March 28, 2000.