As filed with the Securities and Exchange Commission on August 28, 2002
Registration No. 333-________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2969997
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Crescent Court, Suite 1300
Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
Westwood Holdings Group, Inc. Stock Incentive Plan
(Full title of the plan)
Brian O. Casey
President and Chief Operating Officer
Westwood Holdings Group, Inc.
300 Crescent Court, Suite 1300
Dallas, Texas 75201
(214) 756-6900
(Name, address and telephone number, including area code, of agent for service)
Copies to:
John B. McKnight, Esq.
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
(214) 740-8000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title Of Amount To Be Offering Price Per Aggregate Offering Amount of
Securities To Be Registered Registered Share(1) Price(1) Registration Fee(1)
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Common Stock, par value
$.01 per share.................... 948,100 shares $14.46 $13,709,526 $1,261.28
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(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based on the average of the high and low
prices of a share of the Registrant's Common Stock as reported by The New
York Stock Exchange on August 26, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1: Plan Information.
The information specified by Item 1 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
note to Part I of Form S-8.
Item 2: Registrant Information and Employee Plan Annual Information.
The information specified by Item 2 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act, and the introductory note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following document previously filed with the Securities and
Exchange Commission by the Registrant is hereby incorporated by reference in
this Registration Statement:
(i) Registration Statement on Form 10 (Amendment No. 5) filed on June
6, 2002;
(ii) Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2002, filed August 5, 2002;
(iii) Current Report on Form 8-K filed June 20, 2002; and
(iv) The description of the Registrant's capital stock contained in
the Registration Statement on Form 10 (Amendment No. 5) filed on
June 6, 2002.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities registered 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 part hereof from the date of
filing of such documents.
The Registrant's financial statements incorporated by reference in this
Registration Statement were audited by Arthur Andersen LLP. On June 20, 2002,
the Registrant dismissed Arthur Andersen LLP as the Registrant's independent
auditors. The Registrant has been unable to obtain, after reasonable efforts,
the written consent of Arthur Andersen LLP to incorporate by reference that
firm's report on the financial statements. Under these circumstances, Rule 437a
under the Securities Act of 1933 permits this Registration Statement to be filed
without a written consent from Arthur Andersen LLP. The absence of such a
written consent may limit the ability of purchasers of the securities covered by
this Registration Statement to assert claims against Arthur Andersen LLP under
Section 11(a) of the Securities Act of 1933 for any untrue statement of a
material fact contained in the financial statements audited by Arthur Andersen
LLP or any omissions to state a material fact required to be stated therein.
ITEM 4. Description of Securities.
Not applicable.
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ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
Delaware General Corporation Law, the Registrant's Certificate of
Incorporation and its Bylaws contain provisions relating to the limitation of
liability and indemnification of the Registrant's directors and officers. The
Certificate of Incorporation provides that the Registrant's directors are not
personally liable to the Registrant or its stockholders for monetary damages for
breach of their fiduciary duties as directors to the fullest extent permitted by
Delaware law. Existing Delaware law permits the elimination or limitation of
directors' personal liability to the Registrant or its stockholders for monetary
damages for breach of their fiduciary duties as directors, except liability for:
(i) any breach of a director's duty of loyalty to the Registrant or its
stockholders; (ii) acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law; (iii) any transaction from which a
director derived improper personal benefit; (iv) the unlawful payment of
dividends; and (v) unlawful stock repurchases or redemptions.
The Certificate of Incorporation also provides that the Registrant will
indemnify and hold harmless any person who was or is a party or is threatened to
be made a party to, or is involved in, any threatened, pending or completed
civil, criminal, administrative or investigative action, suit or proceeding to
the fullest extent permitted by Delaware law by reason of the fact that the
person is or was (i) a director or officer or (ii) serving at the Registrant's
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The Registrant may also
pay the expenses incurred in connection with any such proceeding in advance of
its final disposition to the fullest extent authorized by Delaware law.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
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4.1 Westwood Holdings Group, Inc. Stock Incentive Plan
(incorporated by reference from Exhibit 10.1 to the
Amendment No. 5 to Registration Statement on Form 10/A filed
with the Securities and Exchange Commission on June 6,
2002).
5.1+ Opinion of Locke Liddell & Sapp LLP.
23.1+ Consent of Counsel (included in opinion filed as Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a
under the Securities Act of 1933).
24.1+ Power of Attorney (see signature page).
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+ Filed herewith.
ITEM 9. Undertakings.
The 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
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this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the 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 (1)(i) and (1)(ii) of this section 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 Securities and Exchange 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.
(4) The 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 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to applicable law, the Registrant's Certificate of
Incorporation, Bylaws or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the matter has already been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of 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, 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 Dallas, State of Texas, on this 22nd day of August,
2002.
WESTWOOD HOLDINGS GROUP, INC.
By: /s/ Brian O. Casey
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Brian O. Casey
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, Susan M. Byrne
and Brian O. Casey, and each of them, as his attorney-in-fact, with full power
of substitution in each, for him in any and all capacities to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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/s/ Susan M. Byrne Chairman of the Board, Chief August 22, 2002
------------------------------------------- Executive Officer and Director
Susan M. Byrne (Principal Executive Officer)
/s/ Brian O. Casey President, Chief Operating Officer and August 22, 2002
------------------------------------------- Director
Brian O. Casey
/s/ Frederick R. Meyer Director August 22, 2002
-------------------------------------------
Frederick R. Meyer
/s/ Jon L. Mosle, Jr. Director August 22, 2002
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Jon L. Mosle, Jr.
/s/ Raymond E. Wooldridge Director August 22, 2002
-------------------------------------------
Raymond E. Wooldridge
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INDEX TO EXHIBITS
Exhibit Number Description
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4.1 Westwood Holdings Group, Inc. Stock Incentive Plan
(incorporated by reference from Exhibit 10.1 to the
Amendment No. 5 to Registration Statement on Form 10/A
filed with the Securities and Exchange Commission on June
6, 2002).
5.1+ Opinion of Locke Liddell & Sapp LLP.
23.1+ Consent of Counsel (included in opinion filed as Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP (omitted pursuant to Rule
437a under the Securities Act of 1933).
24.1+ Power of Attorney (see signature page).
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+ Filed herewith.
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