As filed with the Securities and Exchange Commission on October 15, 2001
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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VECTOR GROUP LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 100 S. E. SECOND STREET 65-0949535
(STATE OR OTHER JURISDICTION OF MIAMI, FLORIDA 33131 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (305) 579-8000 IDENTIFICATION NUMBER)
(ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE
OFFICES)
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STOCK OPTIONS
(FULL TITLE OF THE PLAN)
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RICHARD J. LAMPEN
EXECUTIVE VICE PRESIDENT
VECTOR GROUP LTD.
100 S.E. SECOND STREET
MIAMI, FLORIDA 33131
(305) 579-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE OFFERING FEE
PER SECURITY PRICE
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COMMON STOCK, PAR VALUE 33,075 $15.19 (1) $502,409 (1) $126
$.10 PER SHARE SHARES
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(1) The registration fee for the Common Stock to be issued pursuant to
outstanding options was calculated in accordance with Rule 457(h) of
the Securities Act based upon the price per share at which the options
may be exercised.
(2) This Registration Statement also relates to such indeterminate number
of additional shares of Common Stock of the Registrant as may be
issuable as a result of stock splits, stock dividends,
recapitalizations, mergers, reorganizations, combinations or exchange
of shares or other similar events.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission (the
"SEC").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the SEC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed by Vector Group Ltd. (the
"Registrant") with the SEC (File No. 1-5759) are incorporated herein by
reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.
2. The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
March 31, 2001 and for the quarter ended June 30, 2001.
3. The Registrant's Current Reports on Form 8-K, filed with the SEC on May
17, 2001, June 25, 2001, July 2, 2001, July 16, 2001, July 25, 2001 and August
22, 2001.
4. All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the fiscal year covered by the document referred to in (1) above.
5. The description of the Registrant's Common Stock contained in its
Current Report on Form 8-K, filed with the SEC on April 3, 2000, including all
amendments and reports filed for the purpose of updating such descriptions.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statements contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
Richard J. Lampen, Executive Vice President and Special Counsel of the
Registrant, holds options to purchase 249,490 shares of Common Stock of the
Registrant at $4.32 per share and options to purchase 110,250 shares of such
Common Stock at $14.00 per share.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law and Article VI of the
Registrant's By-Laws provide for indemnification of the Registrant's directors
and officers in a variety of circumstances, which may include liabilities under
the Securities Act of 1933.
Section 102 of the Delaware General Corporation Law allows a corporation
to eliminate the personal liability of a director of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his fiduciary duty as a director, except in the case where the director (i)
breaches his duty of loyalty, (ii) fails to act in good faith, engages in
intentional misconduct or knowingly violates a law, (iii) authorized the payment
of a dividend or approves a stock repurchase in violation of the Delaware
General Corporate Law or (iv) obtains an improper personal benefit. Article
Eighth of the Registrant's Amended and Restated Certificate of Incorporation
includes a provision which eliminates directors' personal liability to the full
extent permitted under the Delaware General Corporation Law, as the same exists
or may hereafter be amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBIT
(a) NO. DESCRIPTION
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4.1 Stock Option Agreement, dated December 10, 1999,
between the Registrant and Robert J. Eide.
4.2 Stock Option Agreement, dated December 10, 1999,
between the Registrant and Jeffrey S. Podell.
4.3 Stock Option Agreement, dated December 10, 1999,
between the Registrant and Jean E. Sharpe.
5 Opinion of Richard J. Lampen, Esq.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Richard J. Lampen, Esq. (included in
Exhibit 5).
24 Power of Attorney (included in the signature page
hereof).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
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(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 of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-amendment thereof) 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 volume of
securities offered (if the total dollar value of the 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 Rule 424(b) if, in the
aggregate, the changes in the volume and price represent no more than a 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 (i) and (ii) do not apply if the information
required to be included in a post-effective amendment is contained in periodic
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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to any provision or arrangement whereby the
Registrant may indemnify any such directors, officers or controlling persons
against such liabilities, 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 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 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
undersigned 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 Miami, and State of Florida, on the 15th day of
October, 2001.
VECTOR GROUP LTD.
By: /s/ Joselynn D. Van Siclen
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Joselynn D. Van Siclen
Vice President, Treasurer and
Chief Financial Officer
Each person whose signature appears below hereby authorizes Richard J.
Lampen, Marc N. Bell and Joselynn D. Van Siclen, and each of them individually
(the "Agent"), with full power of substitution and resubstitution, to file one
or more amendments (including post-effective amendments) to the Registration
Statement which amendments may make such changes in the Registration Statement
as such Agent deems appropriate and each such person hereby appoints each such
Agent as attorney-in-fact to execute in the name and on behalf of each such
person, individually and in each capacity stated below, any such amendments to
the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 15, 2001.
/s/ Bennett S. LeBow Chairman of the Board of
------------------------------- Directors and Chief
Bennett S. LeBow Executive Officer
(Principal Executive Officer)
/s/ Joselynn D. Van Siclen Vice President, Treasurer and
------------------------------- Chief Financial Officer (Principal
Joselynn D. Van Siclen Financial Officer and Principal
Accounting Officer)
/s/ Robert J. Eide Director
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Robert J. Eide
/s/ Howard M. Lorber Director
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Howard M. Lorber
/s/ Jeffrey S. Podell Director
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Jeffrey S. Podell
/s/ Jean E. Sharpe Director
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Jean E. Sharpe
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