|
Delaware
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
81-0422894
(I.R.S.
Employer
Identification
Number)
|
|
Title
of Securities to be Registered
|
Amount
to be Registered (1)
|
Proposed
Maximum Offering Price
Per
Share
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee
|
|||||||||
|
Class
A Common Stock, par value
$0.01
per share (“Class A Common Stock”)
|
2,000,000
|
$
|
39.975
(2
|
)
|
$
|
79,950,000.00
|
$
|
8554.65
|
|||||
|
Class
A Common Stock
|
500,000
|
$
|
27.01
(3
|
)
|
$
|
13,505,000.00
|
$
|
1,445.04
|
|||||
|
Class
A Common Stock
|
137,500
|
$
|
29.18
(3
|
)
|
$
|
4,012,250.00
|
$
|
429.31
|
|||||
|
Total
|
2,637,500
|
$
|
97,467,250.00
|
$
|
10,429.00
|
||||||||
|
(1)
|
This
registration statement (this “Registration Statement”) is being filed with
the Securities and Exchange Commission to register 2,637,500 shares
of
Class A Common Stock consisting of (a) 2,000,000 shares of Class
A Common
Stock which may be issued under the Registrant’s 2003 Incentive
Compensation Plan, as amended and restated in June 2005 (as the same
may
be further amended from time to time, the “Incentive Compensation Plan”),
and (b) 637,500 shares of Class A Common Stock which may be issued
by the
Registrant pursuant to Inducement Stock Option Agreements.
|
| (2) |
Estimated,
solely for the purpose of calculating the registration fee, pursuant
to
Rules 457(c) and 457(h)(1) promulgated under the Securities Act of
1933,
as amended (the “Securities Act”), based on the average of the high and
low sales prices for the Class A Common Stock reported on the Nasdaq
National Market on May 11,
2006, which is within five (5) business days prior to the date of
this
Registration Statement.
|
| (3) |
Pursuant
to Rule 457(h)(1), the Proposed Maximum Offering Price Per Share
and the
Proposed Maximum Aggregate Offering Price have been calculated based
on
the exercise prices of options previously
granted.
|
| · |
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005, filed March 17, 2006;
|
| · |
The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2006, filed May 9, 2006;
|
| · |
The
Registrant’s Current Reports on Form 8-K, filed January 11, 2006, January
25, 2006, March 1, 2006, March 1, 2006, April 6, 2006, April 26,
2006 and
May 4, 2006;
|
| · |
The
description of the Registrant’s Class A Common Stock contained in the
latest registration statement of the Registrant with respect to such
Class
A Common Stock filed under Section 12 of the Securities Exchange
Act of
1934, as amended (the “Exchange Act”), including any amendment or report
filed for the purpose of updating such
description;
|
| · |
All
other reports filed by the Registrant pursuant to Section 13(a) or
15(d)
of the Exchange Act since the end of the fiscal year covered by the
Annual
Report referred to above; and
|
| · |
All
documents subsequently filed by the Registrant with the Securities
and
Exchange Commission (“SEC”) pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment
to
this Registration Statement which indicates that all securities offered
hereby 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.
|
| (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 of
the Securities Act of 1933;
|
| (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
if,
in the aggregate, the changes in volume and price represent no more
than
20% 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 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) of this section do not apply
if
the registration statement is on Form S-8, and the information required
to
be included in a post-effective amendment by those paragraphs is
contained
in reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
|
| (2) |
That,
for the purpose of determining any liability under the Securities
Act of
1933, 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.
|
|
Signature
|
Title(s)
|
|
/s/ A.
Lorne
Weil
A.
Lorne Weil
|
Chairman
of the Board and Chief Executive Officer, and Director (principal
executive officer)
|
|
/s/
DeWayne
E.
Laird
DeWayne
E. Laird
|
Vice
President, Chief Financial Officer (principal financial
officer)
|
|
/s/
Stephen
L.
Gibbs
Stephen
L. Gibbs
|
Vice
President, Chief Accounting Officer (principal accounting
officer)
|
|
/s/
Peter
A.
Cohen
Peter
A. Cohen
|
Director
|
|
/s/
Gerald
J.
Ford
Gerald
J. Ford
|
Director
|
| /s/ Howard Gittis | |
| Howard Gittis | Director |
|
/s/
Ronald O.
Perelman
Ronald
O. Perelman
|
Director
|
|
/s/
Michael J.
Regan
Michael
J. Regan
|
Director
|
|
/s/
Barry
F.
Schwartz
Barry
F. Schwartz
|
Director
|
|
/s/
Eric
M.
Turner
Eric
M. Turner
|
Director
|
|
/s/
Sir
Brian G.
Wolfson
Sir
Brian G. Wolfson
|
Director
|
|
/s/
Joseph
R. Wright,
Jr.
Joseph
R. Wright, Jr.
|
Director
|
|
5.1
|
Opinion
of counsel as to validity of the shares of Class A Common Stock
covered by this Registration
Statement.
|
|
23.1
|
Consent
of Deloitte & Touche LLP.
|
|
23.2
|
Consent
of counsel (included in Exhibit 5
above).
|
|
24.1
|
Power
of Attorney (contained in Signature Page
hereto).
|