As filed with the Securities and Exchange Commission on September 19, 2003
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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The Bear Stearns Companies Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3286161
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or 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 and Chief Financial 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
100 Maiden Lane
New York, New York 10038
(212) 504-6000
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CALCULATION OF REGISTRATION FEE
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Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Unit(2) Price(2) Fee(2)
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Common Stock, par value
$1.00 per share(3) 33,000,000 shares $69.6450 $2,298,285,000 $185,931.26
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Common Stock, par value
$1.00 per share(4) 7,000,000 shares $69.6450 $487,515,000 $39,439.96
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(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, 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 the New York Stock Exchange Composite Tape on
September 12, 2003.
(3) Represents shares of Common Stock issuable from time to time upon vesting
of awards of stock units pursuant to the to the Registrant's Capital
Accumulation Plan for Senior Managing Directors (amended and restated as
of October 29, 1999) (the "1999 Amended CAP Plan") and the
Registrant's Capital Accumulation Plan for Senior Managing Directors
(amended and restated as of November 29, 2000 for plan years beginning on
or after July 1, 1999) (the "2000 Amended CAP Plan" and together with the
1999 Amended CAP Plan, the "CAP Plan").
(4) Represents shares of Common Stock issuable from time to time upon vesting
of awards of restricted stock units pursuant to the Registrant's
Restricted Stock Unit Plan.
Explanatory Note
This Registration Statement on Form S-8 registers an aggregate of 40,000,000
shares of common stock, par value $1.00 per share (the "Common Stock"), of The
Bear Stearns Companies Inc. (the "Company"), which includes:
o 33,000,000 shares of Common Stock issuable from time to time upon
vesting of awards of stock units (the "CAP Units") pursuant to the
Company's Capital Accumulation Plan for Senior Managing Directors
(amended and restated as of October 29, 1999) (the "1999 Amended CAP
Plan") and the Company's Capital Accumulation Plan for Senior
Managing Directors (amended and restated as of November 29, 2000 for
plan years beginning on or after July 1, 1999) (the "2000 Amended
CAP Plan" and together with the 1999 Amended CAP Plan, the "CAP
Plan"); and
o 7,000,000 shares of Common Stock issuable from time to time upon
vesting of awards of restricted stock units (the "Restricted Stock
Units") pursuant to the Company's Restricted Stock Unit Plan (the
"Restricted Stock Plan") to employees of the Company or any
subsidiary of the Company who hold the position of managing director
or below.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As specified by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act"), the documents containing information specified in Part I
of Form S-8 will be sent or given to employees who have been granted awards of,
as applicable:
o CAP Units under the CAP Plan; or
o Restricted Stock Units under the Restricted Stock Plan.
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.
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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 Company with the Securities and
Exchange Commission (the "SEC") pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (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, 2002;
(ii) the Quarterly Report on Form 10-Q for the fiscal quarters ended February
28, 2003 and May 31, 2003; (iii) the Current Reports on Form 8-K dated December
18, 2002, December 18, 2002, December 20, 2002, January 8, 2003, January 14,
2003, January 30, 2003, February 11, 2003, February 11, 2003, February 24, 2003,
March 19, 2003, March 19, 2003, March 26, 2003, April 7, 2003, April 24, 2003,
April 28, 2003, April 28, 2003, June 2, 2003, June 18, 2003, June 18, 2003, June
19, 2003, July 10, 2003, July 17, 2003 and September 18, 2003; 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.
We have in effect reimbursement insurance for our directors' and officers'
liability claims and directors' and officers' liability insurance indemnifying,
respectively, ourselves and our directors and officers within specific limits
for certain liabilities incurred by them, subject to the conditions and
exclusions and deductible provisions of the policies.
For the undertaking with respect to indemnification, see Item 9.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
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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 the Registration Statement on Form S-8 (File
No. 333-92357)).
4(a)(3) -- Certificate of Stock Designation relating to
the registrant's Adjustable Rate Cumulative
Preferred Stock, Series A (incorporated by
reference to Exhibit 4(a)(6) to the
Registration Statement on Form S-8 (File No.
33-49979)).
4(a)(4) -- Certificate of Correction to the Certificate of
Stock Designation relating to the registrant's
Adjustable Rate Cumulative Preferred Stock,
Series A (incorporated by reference to Exhibit
4(a)(7) to the Registration Statement on Form
S-8 (File No. 33-49979)).
4(a)(5) -- 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)(6) -- 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)(7) -- 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)(8) -- 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).
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Exhibit No. Description
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4(a)(9) -- 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)(10) -- 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(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.
10(a) -- The Bear Stearns Companies Inc. Capital
Accumulation Plan for Senior Managing Directors
(amended and restated as of October 28, 1999)
(incorporated by reference to Exhibit 10(a)(4)
to the Quarterly Report on Form 10-Q for the
fiscal quarter ended December 31, 1999, filed
on February 14, 2000).
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)
(incorporated by reference to Exhibit 10(a)(1)
to the Quarterly Report on Form 10-Q for the
fiscal quarter ended February 23, 2001, filed
on April 9, 2001).
10(c) -- The Bear Stearns Companies Inc. Restricted
Stock Unit Plan (enacted November 29, 2000)
(incorporated by reference to Exhibit 10(a)(6)
to the Quarterly Report on Form 10-Q for the
fiscal quarter ended February 23, 2001, filed
on April 9, 2001).
23(a) -- Consent of Deloitte & Touche LLP.
23(b) -- Consent of Cadwalader, Wickersham & Taft LLP
(included in Exhibit 5).
24 -- Power of attorney (included in the signature
pages to the Registration Statement).
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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 periodic 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
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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.
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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 September 19, 2003.
THE BEAR STEARNS COMPANIES INC.
By: /s/ Samuel L. Molinaro Jr.
-------------------------------
Samuel L. Molinaro Jr.
Executive Vice President
and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alan C. Greenberg, James E. Cayne and Samuel L.
Molinaro Jr. and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, 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, and each of them, full power and authority to do
and perform such and every act and thing requisite and necessary to be done, as
fully 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, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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 September 19, 2003.
Signature Title
--------- -----
THE BEAR STEARNS COMPANIES INC.
/s/ Alan C. Greenberg Chairman of the Executive
------------------------------------ Committee and Director
Alan C. Greenberg
/s/ James E. Cayne Chairman of the Board, Chief
------------------------------------ Executive Officer (Principal
James E. Cayne Executive Officer) and Director
/s/ Carl D. Glickman Director
------------------------------------
Carl D. Glickman
/s/ Donald J. Harrington Director
------------------------------------
Donald J. Harrington
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/s/ William L. Mack Director
------------------------------------
William L. Mack
/s/ Frank T. Nickell Director
------------------------------------
Frank T. Nickell
/s/ Paul A. Novelly Director
------------------------------------
Paul A. Novelly
/s/ Frederic V. Salerno Director
------------------------------------
Frederic V. Salerno
/s/ Alan D. Schwartz President, Co-Chief Operating
------------------------------------ Officer and Director
Alan D. Schwartz
/s/ Warren J. Spector President, Co-Chief Operating
------------------------------------ Officer and Director
Warren J. Spector
/s/ Vincent Tese Director
------------------------------------
Vincent Tese
/s/ Samuel L. Molinaro Jr. Executive Vice President and Chief
------------------------------------ Financial Officer
Samuel L. Molinaro Jr. (Principal Financial Officer)
Controller
/s/ Marshall J Levinson (Principal Accounting Officer)
------------------------------------
Marshall J Levinson
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EXHIBIT INDEX
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Exhibit
Number Description
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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 the Registration Statement on Form S-8
(File No. 333-92357)).
4(a)(3) -- Certificate of Stock Designation relating to the
registrant's Adjustable Rate Cumulative Preferred Stock,
Series A (incorporated by reference to Exhibit 4(a)(6) to the
Registration Statement on Form S-8 (File No. 33-49979)).
4(a)(4) -- Certificate of Correction to the Certificate of Stock
Designation relating to the registrant's Adjustable Rate
Cumulative Preferred Stock, Series A (incorporated by
reference to Exhibit 4(a)(7) to the Registration Statement on
Form S-8 (File No. 33-49979)).
4(a)(5) -- 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)(6) -- 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)(7) -- 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)(8) -- 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)(9) -- 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)(10) -- 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(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.
10(a) -- The Bear Stearns Companies Inc. Capital Accumulation Plan
for Senior Managing Directors (amended and restated as of
October 28, 1999) (incorporated by reference to Exhibit
10(a)(4) to the Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1999, filed on February 14, 2000).
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)
(incorporated by reference to Exhibit 10(a)(1) to the
Quarterly Report on Form 10-Q for the fiscal quarter ended
February 23, 2001, filed on April 9, 2001).
10(c) -- The Bear Stearns Companies Inc. Restricted Stock Unit Plan
(enacted November 29, 2000) (incorporated by reference to
Exhibit 10(a)(6) to the Quarterly Report on Form 10-Q for the
fiscal quarter ended February 23, 2001, filed on April 9,
2001).
23(a) -- Consent of Deloitte & Touche LLP.
23(b) -- Consent of Cadwalader, Wickersham & Taft LLP (included in
Exhibit 5).
24 -- Power of attorney (included in the signature pages to the
Registration Statement).