As filed with the Securities and Exchange Commission on August 23, 1996
Registration No. 333-
------------------------------------------------------------------------------
------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
INSIGNIA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3591193
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
One Insignia Financial Plaza
P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip code)
Insignia 1992 Stock Incentive Plan
(Full Title of the Plan)
John K. Lines, Esq.
General Counsel and Secretary
Insignia Financial Group, Inc.
One Insignia Financial Plaza
P.O. Box 1089
Greenville, South Carolina 29602
(864) 239-1000
(Name, address and telephone number,
including area code, of agent for service)
_________________________________
Copies to:
Arnold S. Jacobs, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
_________________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================
<S> <C> <C> <C> <C>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price aggregate offering registration
per share price fee(1)
Class A Common
Stock, par value 1,565,900 shares $18.0787 $ 28,309,381.26 $ 9,761.86(2)
$0.01 per share 434,100 shares $25.75(2) $ 11,178,075.00 $ 3,854.51(2)
------- ------------
2,000,000 shares Total $13,616.37(2)
================================================================================
<FN>
(1) Pursuant to General Instruction E to Form S-8, a filing fee is only being
pa d with respect to the registration of these additional securities.
Registration Statements on Form S-8 have previously been filed
(Registration Nos. 33-55278 and 33-82414) for the existing securities under
the Insignia 1992 Stock Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933 with respect to
1,565,900 shares and pursuant to Rule 457(c) as to 434,100 shares. The
awards granted under the Plan relating to the 1,565,900 shares have varying
exercise prices ranging up to $28.50 per share, with an average price of
$18.0787 per share.
</FN>
</TABLE>
1
Explanatory Note: This Registration Statement is filed in accordance with
General Instruction E to Form S-8. It reflects the additional registration of
2,000,000 shares of Class A Common Stock, par value $0.01 per share ("Common
Stock"), of Insignia Financial Group, Inc. ("Insignia") which may be issued upon
exercise of options and restricted share awards granted and to be granted
pursuant to Insignia's 1992 Stock Incentive Plan (the "Plan"). Insignia
initially registered 666,666 shares of Common Stock (after giving effect to a
one-for-three reverse stock split effected on August 1, 1993 and a two-for- one
stock split effected on January 15, 1996) to be issued under the Plan on a
Registration Statement on Form S-8, Registration No. 33-55278, filed with the
Securities and Exchange Commission (the "Commission") on December 2, 1992.
Insignia subsequently registered an additional 2,000,000 shares of Common Stock
(after giving effect to the stock split effected on January 15, 1996) to be
issued under the Plan on a Registration Statement on Form S-8, Registration No.
33-82414, filed with the Commission on August 4, 1994. The contents of such
prior Registration Statements are incorporated herein by reference. Filed as an
exhibit to this Registration Statement is the Plan, as amended and restated to
reflect the increase in the number of shares which may be issued under the Plan.
II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
------- ---------
4.1 Insignia 1992 Stock Incentive Plan, as amended and restated
(incorporated by reference to Exhibit B to Insignia Financial Group,
Inc. Proxy Statement dated April 22, 1996)
5 Opinion of Proskauer Rose Goetz & Mendelsohn LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Proskauer Rose Goetz & Mendelsohn LLP (included in Exhibit
5).
24 Power of Attorney.
II-2
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 Greenville, State of South Carolina, on this 22nd day
of August, 1996.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Ronald Uretta
----------------------
Ronald Uretta
Chief Operating Officer and
Treasurer
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/ President, Chief Executive
Andrew L. Farkas Officer and Director
(Principal Executive Officer)
/s/ James A. Aston* Chief Financial Officer August 22, 1996
----------------------- (Principal Financial and
James A. Aston Accounting Officer)
/s/ Robert J. Denison* Director August 22, 1996
-----------------------
Robert J. Denison
/s/ Robin L. Farkas* Director August 22, 1996
______________________
Robin L. Farkas
/s/ Merril M. Halpern* Director August 22, 1996
-----------------------
Merril M. Halpern
/s/ John F. Jacques* Director August 22, 1996
----------------------
John F. Jacques
/s/ Director
Robert G. Koen
/s/ Michael I. Lipstein* Director August 22, 1996
-----------------------
Michael I. Lipstein
II-3
Signatures Title Date
/s/ Buck Mickel* Director August 22, 1996
---------------------
Buck Mickel
*By /s/ James A. Aston August 22, 1996
-----------------------
James A. Aston
Attorney-in-fact
II-4
EXHIBIT 5
[Letterhead]
August 22, 1996
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, SC 29602
Dear Sirs:
We are acting as counsel to Insignia Financial Group, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 with exhibits thereto (the "Registration Statement") filed by the
Company under the Securities Act of 1933 (the "Act"), relating to the
registration of 2,000,000 shares (the "Shares") of Class A Common Stock, par
value $0.01 per share, of the Company. The Shares are issuable by the Company
upon exercise of certain stock options and restricted share awards granted or to
be granted pursuant to the Company's 1992 Stock Incentive Plan, as amended (the
"Plan").
We have examined and relied upon originals or copies, certified or
otherwise authenticated to our satisfaction, of all such corporate records,
documents, agreements 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 restricted share awards or upon exercise of stock options
(against payment of the exercise price thereunder), granted or to be granted
pursuant to the Plan, 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,
Proskauer Rose Goetz & Mendelsohn LLP
By: /s/ Allan R. Williams
--------------------------------------
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1992 Stock Incentive Plan of Insignia Financial
Group, Inc. for the registration of 2,000,000 shares of Class A Common Stock of
our report dated February 21, 1996, with respect to the consolidated financial
statements of Insignia Financial Group, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
Greenville, South Carolina ERNST & YOUNG LLP
August 21, 1996
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Andrew L. Farkas, James A. Aston and John F.
Jacques, 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 Class A 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.
Dated August 22, 1996
/s/ John F. Jacques
-------------------
Andrew L. Farkas John F. Jacques
/s/ James A. Aston
-------------------
James A. Aston Robert G. Koen
/s/ Robin L. Farkas /s/ Buck Mickel
___________________ ---------------
Robin L. Farkas Buck Mickel
/s/ Merril M. Halpern /s/ Robert J. Denison
------------------------ -----------------------------
Merril M. Halpern Robert J. Denison
/s/ Michael I. Lipstein
-----------------------
Michael I. Lipstein