As filed with the Securities and Exchange Commission on December 21, 2007
Registration No. 333-108976
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 8 TO
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------
The Bear Stearns Companies Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3286161
--------------------------------------------------------------------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
383 Madison Avenue
New York, New York 10179
(212) 272-2000
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
The Bear Stearns Companies Inc.
Capital Accumulation Plan for Senior Managing Directors
The Bear Stearns Companies Inc.
Restricted Stock Unit Plan
(Full Title of the Plans)
Samuel L. Molinaro Jr.
Executive Vice President, Chief Financial Officer and Chief Operating Officer
The Bear Stearns Companies Inc.
383 Madison Avenue
New York, New York 10179
(212) 272-2000
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent For Service)
Copies to:
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York 10281
(212) 504-6000
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Each Class of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered(1) Price Per Unit(2) Aggregate Offering Price(2) Registration Fee(2)
------------------------------------------------------------------------------------------------------------------------------------
RSU Plan
--------
Common Stock, par value $1.00 per 10,000,000 shares $91.85 $918,500,000 $28,197.95
share (3)
CAP Plan
--------
Common Stock, par value $1.00 per 5,500,000 shares $91.85 $505,175,000 $15,508.87
share (4)
Common Stock, par value $1.00 per 631,909 shares $91.85 $58,040,842 $1,781.85
share (5)
====================================================================================================================================
(1) Plus such indeterminate number of shares pursuant to Rule 416 as may be
issued in respect of stock splits, stock dividends and similar
transactions.
(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
proposed maximum aggregate offering price and the registration fee are
based upon the average of the high and low prices per share of the
Registrant's Common Stock reported on December 19, 2007.
(3) The registration fee is only being paid with regard to the 10,000,000
shares being initially registered at this time under the Registrant's
Restricted Stock Unit Plan (the "RSU Plan"). The registration fees for
7,000,000 shares pursuant to the RSU Plan were paid upon the initial
filings of the Registration Statements on Form S-8 (Registration No.
333-108976).
(4) The registration fee is only being paid with regard to the 5,500,000 shares
being initially registered at this time under the Registrant's Capital
Accumulation Plan for Senior Managing Directors (the "CAP Plan"). The
registration fees for 33,000,000 shares pursuant to the CAP Plan were paid
upon the initial filing of the Registration Statements on Form S-8
(Registration No. 333-108976).
(5) The registration fee is only being paid with regard to the 631,909 shares
awarded pursuant to the CAP Plan to certain employees who are affiliates of
the Company for resale by such employees. The registration fees for
33,000,000 shares pursuant to the CAP Plan were paid upon the initial
filing of the Registration Statements on Form S-8 (Registration No.
333-108976).
EXPLANATORY NOTE
On September 19, 2003, The Bear Stearns Companies Inc., a Delaware
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "SEC") a Registration Statement on Form S-8 (File No. 333-108976) in order
to register an aggregate of 40,000,000 shares of the Company's common stock, par
value $1.00 per share (the "Common Stock"), which included 33,000,000 shares of
Common Stock issuable from time to time upon settlement of awards of stock units
pursuant to the Company's Capital Accumulation Plan for Senior Managing
Directors (the "CAP Plan") and 7,000,000 shares of Common Stock issuable from
time to time upon settlement of awards of restricted stock units pursuant to the
Company's Restricted Stock Unit Plan (the "RSU Plan").
This Post-Effective Amendment No. 8 to the Registration Statement is being
filed pursuant to General Instruction E of Form S-8 under the Securities Act of
1933, as amended (the "Securities Act") for purposes of registering an
additional 10,000,000 shares of the Company's Common Stock under the RSU Plan
and an additional 5,500,000 shares of the Company's Common Stock under the CAP
Plan and registering 631,909 shares of Common Stock awarded pursuant to the CAP
Plan to certain employees who are affiliates of the Company (the "Selling
Stockholders") for resale by the Selling Stockholders. The reoffer prospectus
which is filed as a part of this Registration Statement has been prepared in
accordance with the requirements of Form S-3, and pursuant to General
Instruction C of Form S-8 may be used for reoffers or resales of the shares of
Common Stock that have been acquired by the Selling Stockholders pursuant to the
CAP Plan. Pursuant to General Instruction E of Form S-8, the contents of the
predecessor registration statements are hereby incorporated by reference into
this Registration Statement.
REOFFER PROSPECTUS
The Bear Stearns Companies Inc.
631,909 Shares of Common Stock
Certain of our employees, all of whom are named in this prospectus, may
offer and sell from time to time, for their own accounts up to 631,909 shares of
our Common Stock that they acquired pursuant to our Capital Accumulation Plan
for Senior Managing Directors. We will not receive any of the proceeds from such
sales.
The Selling Stockholders propose to sell the shares from time to time in
transactions occurring either on or off the New York Stock Exchange, Inc.
("NYSE") at prevailing market prices or at negotiated prices. Sales may be made
through brokers or to dealers, who are expected to receive customary commissions
or discounts.
The Selling Stockholders and participating brokers and dealers may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, as
amended, in which event any profit on the sale of shares by those Selling
Stockholders and any commissions or discounts received by those brokers or
dealers may be deemed to be underwriting compensation under the Securities Act.
Bear, Stearns & Co. Inc. and/or Bear, Stearns Securities Corp., subsidiaries
of The Bear Stearns Companies Inc., may act as a broker on behalf of one or more
of the Selling Stockholders.
The Common Stock is traded on the NYSE under the symbol "BSC." On December
20, 2007, the closing price of the Common Stock on the NYSE was $91.42 per
share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
December 21, 2007
-2-
You should only rely on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The Common Stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of those documents.
----------------
TABLE OF CONTENTS
Page
----
Where You Can Find More Information.......................................3
Forward-Looking Statements................................................4
The Company...............................................................5
Selling Stockholders......................................................8
Plan of Distribution.....................................................10
Experts..................................................................11
WHERE YOU CAN FIND MORE INFORMATION
We file current, annual and quarterly reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document we file at the SEC's public reference room
located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC
filings are also available to the public from the SEC's internet site at
http://www.sec.gov. Copies of these reports, proxy statements and other
information can also be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
Our public website is http://www.bearstearns.com. We make available free of
charge on our website, via a link to the SEC's internet site at
http://www.sec.gov, our annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed
on behalf of directors and executive officers and any amendments to such reports
filed or furnished pursuant to the Exchange Act as soon as reasonably
practicable after such material is electronically filed with, or furnished to,
the SEC.
In addition, we currently make available at http://www.bearstearns.com our
most recent annual report on Form 10-K, our quarterly reports on Form 10-Q for
the current fiscal year and our most recent proxy statement, although in some
cases these documents are not available on our website as soon as they are
available on the SEC's internet site. You will need to have on your computer the
Adobe Acrobat Reader software to view these documents, which are in the .PDF
format.
We have filed with the SEC a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to 33,000,000 shares of Common Stock issuable
pursuant to our Capital Accumulation Plan for Senior Managing Directors. This
prospectus, which constitutes a part of that Registration Statement, does not
include all the information contained in that Registration Statement and its
exhibits. For further information with respect to the Company and the Common
Stock, you should consult the Registration Statement and its exhibits.
Statements contained in this prospectus concerning the provisions of any
documents are necessarily
-3-
summaries of those documents, and each statement is qualified in its entirety by
reference to the copy of the document filed with the SEC. The Registration
Statement and any of its amendments, including exhibits filed as a part of the
Registration Statement or an amendment to the Registration Statement, are
available for inspection and copying through the entities listed above.
The SEC allows us to "incorporate by reference" the information that we file
with them, which means that we can disclose important information to you by
referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information.
The following documents filed by us with the SEC pursuant to Section 13 of
the Exchange Act (File No. 1-8989) and any future filings under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act made before the termination of the
offering are incorporated by reference:
(i) the Annual Report on Form 10-K (including the portions of the
Company's Annual Report to Stockholders and Proxy Statement incorporated by
reference therein) for the fiscal year ended November 30, 2006 filed with
the SEC on February 13, 2007;
(ii) Quarterly Reports on Form 10-Q for the fiscal quarters ended
February 28, 2007 filed with the SEC on April 9, 2007, as amended by
Amendment No. 1 on Form 10 Q/A filed with the SEC on April 10, 2007, May 31,
2007 filed with the SEC on July 10, 2007, and August 31, 2007 filed with the
SEC on October 10, 2007;
(iii) the Current Reports on Form 8-K dated December 14, 2006, January
10, 2007, January 25, 2007, February 14, 2007, March 15, 2007, March 22,
2007, April 18, 2007, May 14, 2007, May 21, 2007, June 14, 2007, June 22,
2007, June 25, 2007, June 26, 2007, August 5, 2007, September 20, 2007,
October 2, 2007, October 22, 2007, November 14, 2007 and November 15, 2007;
and
(iv) the description of the Common Stock, which is registered under
Section 12 of the Exchange Act, set forth under the caption "Description of
Capital Stock" contained in the Company's Registration Statement on Form 10,
dated September 19, 1985.
We will provide to you without charge a copy of any or all documents
incorporated by reference into this prospectus except the exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). You may request copies by writing or telephoning us at our
Investor Relations Department, The Bear Stearns Companies Inc., 383 Madison
Avenue, New York, New York 10179; telephone number (212) 272-2000.
FORWARD-LOOKING STATEMENTS
Certain statements included in or incorporated by reference into this
prospectus including (without limitation) certain matters discussed under "Legal
Proceedings," "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Risk Factors" and "Quantitative and Qualitative
Disclosures about Market Risk" included in or incorporated by reference in our
Annual Report on Form 10-K for the fiscal year ended November 30, 2006, which
has been filed with the SEC, are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements concerning management's expectations, strategic objectives, business
prospects, anticipated economic performance and financial condition and other
similar matters are subject to risks and uncertainties, which could cause actual
results to differ materially from those discussed in the forward-looking
statements. Forward-looking statements speak only as of the date of the document
in which they are made. We disclaim any obligation or undertaking to provide any
updates or
-4-
revisions to any forward-looking statement to reflect any change in our
expectations or any change in events, conditions or circumstances on which the
forward-looking statement is based.
THE COMPANY
We are a holding company that, through our broker-dealer and international
bank subsidiaries, principally Bear, Stearns & Co. Inc. ("Bear Stearns"); Bear,
Stearns Securities Corp. ("BSSC"); Bear, Stearns International Limited ("BSIL")
and Bear Stearns Bank plc ("BSB") is a leading investment banking, securities
and derivatives trading, clearance and brokerage firm serving corporations,
governments, institutional and individual investors worldwide. BSSC, a
subsidiary of Bear Stearns, provides professional and correspondent clearing
services, in addition to clearing and settling customer transactions and certain
of our proprietary transactions. In addition to conducting a substantial portion
of our operating activities through certain of our regulated subsidiaries (Bear
Stearns, BSSC, BSIL and BSB), we also conduct activities through other
wholly-owned subsidiaries including: Bear Stearns Global Lending Limited
("BSGL"), Custodial Trust Company ("CTC"), Bear Stearns Financial Products Inc.
("BSFP"), Bear Stearns Capital Markets Inc. ("BSCM") Bear Stearns Credit
Products Inc. ("BSCPI"), Bear Stearns Forex Inc. ("BSFX"), EMC Mortgage
Corporation ("EMC") and Bear Stearns Commercial Mortgage, Inc. ("BSCMI") and
through our majority owned subsidiary Bear Hunter Holdings LLC ("BHH").
Our business includes:
o market-making and trading in US government, government agency, corporate
debt and equity, mortgage-related, asset-backed, municipal securities and
high yield products;
o trading in options, futures, foreign currencies, interest rate swaps and
other derivative products;
o securities, options and futures brokerage;
o providing securities clearance services;
o managing equity and fixed income assets for institutional and individual
clients;
o financing customer activities;
o securities lending;
o securities and futures arbitrage;
o involvement in specialist and market-making activities on the NYSE, American
Stock Exchange ("AMEX") and International Securities Exchange ("ISE");
o underwriting and distributing securities;
o arranging for the private placement of securities;
o assisting in mergers, acquisitions, restructurings and leveraged
transactions;
o making principal investments in leveraged acquisitions;
o engaging in commercial and residential mortgage loan origination and
securitization activities;
-5-
o investment management and advisory services; and
o fiduciary, custody, agency and securities research services.
Our business is conducted:
o from our principal offices in New York City;
o from domestic regional offices in Atlanta, Boston, Chicago, Dallas, Denver,
Houston, Los Angeles, San Francisco, San Juan and Scottsdale;
o from representative offices in Beijing, Hong Kong, Sao Paulo and Shanghai;
and
o through international offices in Dublin, Hong Kong, London, Lugano, Milan,
Singapore and Tokyo.
Our international offices provide services and engage in investment
activities involving foreign clients and international transactions.
Additionally, certain of these foreign offices provide services to US clients.
Bear Stearns and BSSC are broker-dealers registered with the SEC.
Additionally, Bear Stearns is registered as an investment adviser with the SEC.
Bear Stearns and/or BSSC are also members of the NYSE, all other principal US
securities and futures exchanges, the National Association of Securities
Dealers, Inc., the National Futures Association and the ISE. Bear Stearns is a
"primary dealer" in US government securities as designated by the Federal
Reserve Bank of New York.
BSIL is a full service broker-dealer based in London. BSIL is incorporated
in the United Kingdom and is authorized and regulated by the Financial Services
Authority.
BSB was registered with the Irish Companies Registration Office on November
27, 1995 and was granted a banking license on April 10, 1997. BSB allows our
existing and prospective clients the opportunity of dealing with a banking
counterparty. BSB is incorporated in Ireland and is regulated by the Financial
Regulator.
BSGL is incorporated in the Cayman Islands and provides loans to certain
Bear Stearns customers.
CTC, a Federal Deposit Insurance Corporation insured New Jersey state
chartered bank, offers a range of trust, lending and securities-clearance
services. CTC provides the Company with banking powers including access to the
securities and funds-wire services of the Federal Reserve System. CTC provides
trust, custody, agency and securities lending services for institutional
accounts; commercial and margin lending; the clearance of government securities
for institutions and dealers; and the processing of mortgage and
mortgage-related products, including derivatives and collateralized mortgage
obligations products.
BSFP transacts business as a triple-A-rated counterparty to eligible
clients, offering a wide range of fixed income and equity derivative products.
Eligible clients are those rated A3 or better by Moody's Investors Service, Inc.
and A- or better by Standard & Poor's Ratings Services or counterparties
acceptable to both rating agencies. BSFP transfers its market risk associated
with derivative transactions to Bear Stearns Capital Markets Inc., an affiliate
of BSFP and a wholly-owned subsidiary of the Company. BSFP is incorporated in
the State of Delaware.
BSCM is engaged in fixed income derivatives transactions and hedges
associated therewith. BSCM is incorporated in the State of Delaware.
-6-
BSCPI is engaged in credit derivatives transactions and hedges associated
therewith. BSCPI is incorporated in the State of Delaware.
BSFX is a dealer engaged in foreign currency and precious metals
transactions and hedges associated therewith. BSFX is incorporated in the State
of Delaware.
EMC was incorporated in the State of Delaware on September 26, 1990, as a
wholly owned subsidiary of the Company and maintains its principal office at
2780 Lake Vista Drive, Texas. EMC is a mortgage banking company approved by the
U.S. Department of Housing and Urban Development ("HUD"), Federal Home Loan
Mortgage Corporation ("FHLMC") and Federal National Mortgage Association
("FNMA"). EMC purchases both conforming and non-conforming, investment-grade and
non-investment grade, conventional fixed rate and adjustable rate residential
mortgage loans with the right to service released or retained and sells such
loans to investors. EMC also purchases and sells residual certificates and
mortgage servicing rights.
BSCMI is primarily engaged in the acquisition and securitization of
commercial mortgage loans for resale in the form of pass-through securities
("certificates"). These certificates represent fractional and undivided
interests in pools of mortgage loans held in a trust. BSCMI is incorporated in
the State of New York.
BHH is a Delaware limited liability company jointly owned by the Company and
Hunter Partners LLC. Bear Wagner Specialists LLC, BHH's principal wholly owned
subsidiary, is a registered broker dealer primarily engaged in specialist and
market-making activities on the NYSE, AMEX and ISE.
We are incorporated in the State of Delaware. Our principal executive office
is located at 383 Madison Avenue, New York, New York 10179, and our telephone
number is (212) 272-2000. Our internet address is http://www.bearstearns.com.
Unless otherwise stated in this prospectus, the terms "Company," "we," "us" and
"our" refer to The Bear Stearns Companies Inc. and its subsidiaries.
-7-
SELLING STOCKHOLDERS
This prospectus relates to shares of Common Stock that have been acquired by
the Selling Stockholders named below pursuant to our Capital Accumulation Plan
for Senior Managing Directors.
Each of the Selling Stockholders is an employee of the Company or one of its
subsidiaries and is a Senior Managing Director of Bear Stearns. The following
table sets forth:
o the name and principal position or positions over the past three years
with the Company of each Selling Stockholder (other than such Selling
Stockholder's current position as a Senior Managing Director of Bear
Stearns);
o the number of shares of Common Stock each Selling Stockholder
beneficially owned as of December 20, 2007;
o the number of shares of Common Stock acquired by each Selling
Stockholder pursuant to the CAP Plan and being registered under this
Registration Statement, some or all of which shares may be sold pursuant
to this prospectus; and
o the number of shares of Common Stock and the percentage, if 1% or more,
of the total class of Common Stock outstanding to be beneficially owned
by each Selling Stockholder following this offering, assuming the sale
pursuant to this offering of all shares acquired by such Selling
Stockholder pursuant to the CAP Plan and registered under this
Registration Statement.
Certain of the Selling Stockholders may sell some or all of the shares listed
below from time to time in order to satisfy tax obligations incurred in
connection with the receipt of awards of Common Stock pursuant to the CAP Plan.
There is no assurance that any of the Selling Stockholders will sell any or all
of the shares offered by them under this Registration Statement. The address of
each Selling Stockholder is c/o The Bear Stearns Companies Inc., 383 Madison
Avenue, New York, New York 10179.
-8-
------------------------- ------------------- --------------- -------------- ----------------------
Shares Shares
Beneficially Covered by Shares Beneficially
Position(s) with Owned this Owned After this
Selling Stockholder the Company (1)(2)(3) Prospectus Offering
------------------------- ------------------- --------------- -------------- ----------------------
Number Percent
----------- ----------
James E. Cayne (4) Chairman of the 6,731,619 172,621 6,558,998 5.79%
Board and Chief
Executive Officer
Jeffrey M. Farber Senior Vice 28,823 2,443 26,380 *
President -
Finance and
Controller
Alan C. Greenberg Chairman of 212,469 99,293 113,176 *
Executive
Committee
Jeffrey A. Mayer Executive Vice 367,862 102,408 265,454 *
President
Michael Minikes (a)(5) Treasurer 300,342 25,927 274,415 *
Samuel L. Molinaro Jr. Executive Vice 395,939 65,468 330,471 *
President, Chief
Financial Officer
and Chief Operating
Officer
Alan D. Schwartz President 1,734,459 161,662 1,572,797 1.39%
Michael S. Solender General Counsel 19,607 2,087 17,520 *
---------------
* Less than one percent (1%).
(a) Former member of the Board of Directors of the Company.
(1) Nature of beneficial ownership is sole voting and investment power except as
indicated in subsequent notes.
(2) Includes shares of Common Stock owned by the Selling Stockholders through
The Bear Stearns Companies Inc. Employee Stock Ownership Plan (the "ESOP").
Shares owned by the ESOP that are allocated to employees' accounts are voted
on a "pass through" basis by the employees to whose accounts such shares are
allocated. Shares not allocated to accounts and allocated shares for which
voting directions have not been received are voted by the trustee of the
ESOP in proportion to the manner in which allocated shares are directed to
be voted by participants in the ESOP.
(3) Does not include an aggregate of 1,799,199 shares underlying units credited
under the Capital Accumulation Plan to the indicated individuals because
such individuals neither have the present ability to direct the vote nor the
ability to dispose of such shares and will not have such rights within 60
days.
(4) Includes 45,669 shares of Common Stock owned by Mr. Cayne's wife, as to
which shares Mr. Cayne disclaims beneficial ownership. Includes 195,815
shares of Common Stock held by a charitable trust, as to which shares Mr.
Cayne disclaims beneficial ownership but for which Mr. Cayne has voting and
dispositive power. Does not include 203,004 shares of Common stock held by
trusts established for Mr. Cayne's children, as to which shares Mr. Cayne
disclaims beneficial ownership. Does not include 8,593 shares of Common
Stock owned by the children of Mr. Cayne, as to which shares Mr. Cayne
disclaims beneficial ownership.
-9-
(5) Does not include 714 shares of Common Stock owned by Mr. Minikes' wife, as
to which shares Mr. Minikes disclaims beneficial ownership.
-10-
PLAN OF DISTRIBUTION
Shares covered by this prospectus will be sold by the Selling Stockholders
as principals for their own account. We will not receive any proceeds from sales
of any shares by the Selling Stockholders.
The Selling Stockholders or their pledgees, donees, transferees or other
successors in interest (including Bear Stearns to the extent that shares may be
sold from a margin account) may sell shares pursuant to this prospectus from
time to time:
o in transactions (including one or more block transactions) on the NYSE;
o in the public market off the NYSE;
o in privately negotiated transactions;
o through put or call options transactions relating to the shares; or
o in a combination of such transactions.
Each sale may be made either at the market price prevailing at the time of sale
or at a negotiated price. Sales may be made through brokers or to dealers, and
such brokers or dealers may receive compensation in the form of commissions or
discounts not exceeding those customary in similar transactions. Any shares
covered by this prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all brokerage commissions and other
expenses incurred by a Selling Stockholder will be borne by that Selling
Stockholder.
The Selling Stockholders and any dealer acting in connection with the
offering or any broker executing a sell order on behalf of a Selling Stockholder
may be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any profit on the sale of shares by a Selling Stockholder and any
commissions or discounts received by any such broker or dealer may be deemed to
be underwriting compensation under the Securities Act. In addition, any such
broker or dealer may be required to deliver a copy of this prospectus to any
person who purchases any of the shares from or through such broker or dealer.
Bear Stearns and/or BSSC may act as a broker on behalf of one or more of the
Selling Stockholders in connection with sales under this prospectus and may
receive customary commissions in connection therewith. Bear Stearns and BSSC are
member firms of the NASD and their activities in connection with the offering
will conform to the requirements set forth in Rule 2720 of the NASD Conduct
Rules.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold only through registered or licensed brokers
or dealers.
-11-
EXPERTS
The consolidated financial statements, the related financial statement
schedule, and management's report on the effectiveness of internal control over
financial reporting incorporated by reference in this prospectus from the
Company's Annual Report on Form 10-K for the year ended November 30, 2006 have
been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
-12-
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will be
sent or given to employees eligible to participate in the RSU Plan or the CAP
Plan as specified by Rule 428(b)(1) of the Securities Act. Those documents and
the documents incorporated by reference into this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
The Company will deliver or cause to be delivered promptly, without charge,
to each person to whom information is required to be delivered, upon written or
oral request, a copy of the information that is incorporated by reference
pursuant to Item 3 of this Registration Statement and any other documents
required to be delivered pursuant to Rule 428(b). Such documents may be
requested by written request to the Investor Relations Department, The Bear
Stearns Companies Inc., 383 Madison Avenue, New York, New York 10179 or by
calling (212) 272-2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the SEC pursuant to
Section 13 of the Exchange Act (File No. 1-8989), are incorporated herein by
reference: (i) the Annual Report on Form 10-K (including the portions of the
Company's Annual Report to Stockholders and Proxy Statement incorporated by
reference therein) for the fiscal year ended November 30, 2006 filed with the
SEC on February 13, 2007; (ii) Quarterly Reports on Form 10-Q for the fiscal
quarters ended February 28, 2007 filed with the SEC on April 9, 2007, as amended
by Amendment No. 1 on Form 10 Q/A filed with the SEC on April 10, 2007, May 31,
2007 filed with the SEC on July 10, 2007, and August 31, 2007 filed with the SEC
on October 10, 2007; (iii) the Current Reports on Form 8-K dated December 14,
2006, January 10, 2007, January 25, 2007, February 14, 2007, March 15, 2007,
March 22, 2007, April 18, 2007, May 14, 2007, May 21, 2007, June 14, 2007, June
22, 2007, June 25, 2007, June 26, 2007, August 5, 2007, September 20, 2007,
October 2, 2007, October 22, 2007, November 14, 2007 and November 15, 2007; and
(iv) the description of the Common Stock, which is registered under Section 12
of the Exchange Act, set forth under the caption "Description of Capital Stock"
contained in the Company's Registration Statement on Form 10, dated September
19, 1985. All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all securities offered hereby have been sold or deregistering 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 filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 145 of the Delaware General Corporation Law
which provides for indemnification of directors and officers in certain
circumstances.
Article VIII of the Company's Restated Certificate of Incorporation provides
for indemnification of directors and officers of the Company against certain
liabilities incurred as a result of their duties as such and also provides for
the elimination of the monetary liability of directors for certain actions as
such. The Company's Restated Certificate of Incorporation is filed as Exhibit
4(a)(1) to the Registration Statement on Form S-3 (No. 333-57083) filed June 17,
1998, and the Certificate of Amendment of Restated Certificate of Incorporation,
dated April 2, 2001, is filed as Exhibit 4(a)(2) to the Registration Statement
on Form S-8 (No. 333-92357) filed June 14, 2001.
The Company has in effect reimbursement insurance for its directors' and
officers' liability claims and directors' and officers' liability insurance
indemnifying, respectively, the Company and its directors and officers within
specific limits for certain liabilities incurred by the Company and its
directors and officers, subject to the conditions and exclusions and deductible
provisions of the policies.
For the undertaking with respect to indemnification, see Item 9.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
4(a)(1) -- Restated Certificate of Incorporation of the
registrant (incorporated by reference to
Exhibit 4(a)(1) to the Registration Statement
on Form S-3 (File No. 333-57083)).
4(a)(2) -- Certificate of Amendment of Restated
Certificate of Incorporation of the registrant
(incorporated by reference to Exhibit 4(a)(2)
to Post Effective Amendment No. 1 to the
Registration Statement on Form S-8 (File No.
333-92357)).
4(a)(3) -- Certificate of Stock Designation relating to
the registrant's 6.15% Cumulative Preferred
Stock, Series E (incorporated by reference to
Exhibit 1.4 to the Registration Statement on
Form 8-A filed on January 14, 1998).
4(a)(4) -- Certificate of Stock Designation relating to
the registrant's 5.72% Cumulative Preferred
Stock, Series F (incorporated by reference to
Exhibit 1.4 to the Registration Statement on
Form 8-A filed on April 20, 1998).
4(a)(5) -- Certificate of Stock Designation relating to
the registrant's 5.49% Cumulative Preferred
Stock, Series G (incorporated by reference to
Exhibit 1.4 to the Registration Statement on
Form 8-A filed on June 18, 1998).
4(a)(6) -- Certificate of Elimination of the Cumulative
Convertible Preferred Stock, Series A;
Cumulative Convertible Preferred Stock, Series
B; Cumulative Convertible Preferred Stock,
Series C; and Cumulative Convertible Preferred
Stock, Series D of the registrant (incorporated
by reference to Exhibit 4(d)(9) to the Current
Report on Form 8-K filed on January 15, 2002).
4(a)(7) -- Certificate of Elimination of the 7.88%
Cumulative Convertible Preferred Stock, Series
B of the registrant (incorporated by reference
to Exhibit 4(d)(10) to the Current Report on
Form 8-K filed on January 15, 2002).
4(a)(8) -- Certificate of Elimination of the 7.60%
Cumulative Convertible Preferred Stock, Series
C of the registrant (incorporated by reference
to Exhibit 4(d)(11) to the Current Report on
Form 8-K filed on January 15, 2002).
Exhibit No. Description
----------- -----------
4(a)(9) -- Certificate of Elimination of the Adjustable
Rate Cumulative Preferred Stock, Series A of
the registrant (incorporated by reference to
Exhibit 4(a)(9) to the Post-Effective Amendment
No. 2 to Registration Statement on Form S-8
(File No. 333-108976)).
4(b) -- Amended and Restated By-laws of the registrant
as amended through January 8, 2002
(incorporated by reference to Exhibit 4(d)(6)
to the Current Report on Form 8-K filed on
January 15, 2002).
5 -- Opinion of Cadwalader, Wickersham & Taft LLP
(previously filed with the Registration
Statement on Form S-8 (File No. 333-108976)).
10(a) -- The Bear Stearns Companies Inc. Capital
Accumulation Plan for Senior Managing Directors
(amended and restated as of October 28, 1999
and further amended as of March 31, 2004)
(incorporated by reference to Exhibit 10(a)(1)
to the Quarterly Report on Form 10-Q for the
fiscal quarter ended May 31, 2004, filed on
July 15, 2004).
10(b) -- The Bear Stearns Companies Inc. Capital
Accumulation Plan for Senior Managing Directors
(amended and restated November 29, 2000 for
plan years beginning on or after July 1, 1999,
and further amended as of March 31, 2004,
February 8, 2006, February 28, 2006 and April
18, 2007) (incorporated by reference to Exhibit
H to the registrant's Definitive Proxy
Statement for its 2007 Annual Meeting of
Stockholders and Exhibit 10.3 to the Current
Report on Form 8-K dated as of April 18, 2007).
10(c) -- The Bear Stearns Companies Inc. Restricted
Stock Unit Plan (amended and restated as of
March 31, 2004 and further amended on April 18,
2007) (incorporated by reference to Exhibit G
to the registrant's Definitive Proxy Statement
for its 2007 Annual Meeting of Stockholders and
Exhibit 10.2 to the Current Report on Form 8-K
dated as of April 18, 2007).
23(a) -- Consent of Deloitte & Touche LLP.
23(b) -- Consent of Cadwalader, Wickersham & Taft LLP
(included in Exhibit 5 to the Registration
Statement on Form S-8 (File No. 333-108976)).
24 -- Power of attorney (included in the signature
pages to the Registration Statement on Form S-8
(File No. 333-108976)).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) 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 this Registration Statement (or the most recent
post-effective amendment thereto) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (a)(i) and
(a)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the SEC by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time will be deemed to be the
initial bona fide offering thereof.
(c) 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.
(d) 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 15(d) of the Exchange Act that is incorporated by reference in this
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.
(e) 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 provisions referred to in Item 6
of this Registration Statement, or otherwise, the registrant has been
advised that in the opinion of the SEC 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 of 1933, the registrant
hereby 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 December 21, 2007.
THE BEAR STEARNS COMPANIES INC.
By: /s/ Samuel L. Molinaro Jr.
------------------------
Samuel L. Molinaro Jr.
Executive Vice President, Chief
Operating Officer and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 20, 2007.
Signature Title
--------- -----
THE BEAR STEARNS COMPANIES INC.
/s/ James E. Cayne Chairman of the Board, Chief Executive
------------------------------- Officer (Principal Executive Officer)
James E. Cayne and Director
/s/ Henry S. Bienen Director
-------------------------------
Henry S. Bienen
* Director
-------------------------------
Carl D. Glickman
/s/ Michael Goldstein Director
-------------------------------
Michael Goldstein
* Chairman of the Executive Committee and
------------------------------- Director
Alan C. Greenberg
* Director
-------------------------------
Donald J. Harrington
* Director
-------------------------------
Frank T. Nickell
* Director
-------------------------------
Paul A. Novelly
Signature Title
--------- -----
* Director
-------------------------------
Frederic V. Salerno
* President and Director
-------------------------------
Alan D. Schwartz
* Director
-------------------------------
Vincent Tese
/s/ Wesley S. Williams, Jr. Director
-------------------------------
Wesley S. Williams, Jr.
/s/ Samuel L. Molinaro Jr. Executive Vice President, Chief Financial
------------------------------- Officer and Chief Operating Officer
Samuel L. Molinaro Jr. (Principal Financial Officer)
/s/ Jeffrey M. Farber Controller, Senior Vice President -
------------------------------- Finance (Principal Accounting Officer)
Jeffrey M. Farber
* By: /s/ Samuel L. Molinaro Jr.
------------------------------
Samuel L. Molinaro Jr.
Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
4(a)(1) -- Restated Certificate of Incorporation of the registrant
(incorporated by reference to Exhibit 4(a)(1) to the
Registration Statement on Form S-3 (File No.
333-57083)).
4(a)(2) -- Certificate of Amendment of Restated Certificate of
Incorporation of the registrant (incorporated by
reference to Exhibit 4(a)(2) to Post Effective Amendment
No. 1 to the Registration Statement on Form S-8 (File
No. 333-92357)).
4(a)(3) -- Certificate of Stock Designation relating to the
registrant's 6.15% Cumulative Preferred Stock, Series E
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on January 14,
1998).
4(a)(4) -- Certificate of Stock Designation relating to the
registrant's 5.72% Cumulative Preferred Stock, Series F
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on April 20,
1998).
4(a)(5) -- Certificate of Stock Designation relating to the
registrant's 5.49% Cumulative Preferred Stock, Series G
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on June 18,
1998).
4(a)(6) -- Certificate of Elimination of the Cumulative Convertible
Preferred Stock, Series A; Cumulative Convertible
Preferred Stock, Series B; Cumulative Convertible
Preferred Stock, Series C; and Cumulative Convertible
Preferred Stock, Series D of the registrant
(incorporated by reference to Exhibit 4(d)(9) to the
Current Report on Form 8-K filed on January 15, 2002).
4(a)(7) -- Certificate of Elimination of the 7.88% Cumulative
Convertible Preferred Stock, Series B of the registrant
(incorporated by reference to Exhibit 4(d)(10) to the
Current Report on Form 8-K filed on January 15, 2002).
4(a)(8) -- Certificate of Elimination of the 7.60% Cumulative
Convertible Preferred Stock, Series C of the registrant
(incorporated by reference to Exhibit 4(d)(11) to the
Current Report on Form 8-K filed on January 15, 2002).
4(a)(9) -- Certificate of Elimination of the Adjustable Rate
Cumulative Preferred Stock, Series A of the registrant
(incorporated by reference to Exhibit 4(a)(9) to the
Post-Effective Amendment No. 2 to Registration Statement
on Form S-8 (File No. 333-108976)).
4(b) -- Amended and Restated By-laws of the registrant as
amended through January 8, 2002 (incorporated by
reference to Exhibit 4(d)(6) to the Current Report on
Form 8-K filed on January 15, 2002).
5 -- Opinion of Cadwalader, Wickersham & Taft LLP (previously
filed with the Registration Statement on Form S-8 (File
No. 333-108976)).
10(a) -- The Bear Stearns Companies Inc. Capital Accumulation
Plan for Senior Managing Directors (amended and restated
as of October 28, 1999, and further amended as of March
31, 2004) (incorporated by reference to Exhibit 10(a)(1)
to the Quarterly Report on Form 10-Q for the fiscal
quarter ended May 31, 2004, filed on July 15, 2004).
10(b) -- The Bear Stearns Companies Inc. Capital Accumulation
Plan for Senior Managing Directors (amended and restated
November 29, 2000 for plan years beginning on or after
July 1, 1999, and further amended as of March 31, 2004,
February 8, 2006, February 28, 2006 and April 18, 2007)
(incorporated by reference to Exhibit H to the
registrant's Definitive Proxy Statement for its 2007
Annual Meeting of Stockholders and Exhibit 10.3 to the
Current Report on Form 8-K dated as of April 18, 2007).
10(c) -- The Bear Stearns Companies Inc. Restricted Stock Unit
Plan (amended and restated as of March 31, 2004 and
further amended on April 18, 2007) (incorporated by
reference to Exhibit G to the registrant's Definitive
Proxy Statement for its 2007 Annual Meeting of
Stockholders and Exhibit 10.2 to the Current Report on
Form 8-K dated as of April 18, 2007).
23(a) -- Consent of Deloitte & Touche LLP.
23(b) -- Consent of Cadwalader, Wickersham & Taft LLP (included
in Exhibit 5 to the Registration Statement on Form S-8
(File No. 333-108976)).
24 -- Power of attorney (included in the signature pages to
the Registration Statement on Form S-8 (File No.
333-108976)).