S-8 1 nmrks-8body.htm S-8 Document

Registration No. 333-

As filed with the Securities and Exchange Commission on July 19, 2021
 
  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Newmark Group, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 81-4467492
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
                     125 Park Avenue
New York, New York 10017
(Address of Principal Executive Offices)(Zip Code)
 
Newmark 401(k) Plan
(Full title of the plan)
 
Stephen M. Merkel
Executive Vice President and Chief Legal Officer
Newmark Group, Inc.
125 Park Avenue
New York, New York 10017
(Name and address of agent for service)
(212) 372-2000
(Telephone number, including area code, of agent for service)
 





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ☒ Accelerated filer 
Non-accelerated filer 
 Smaller reporting company 
Emerging growth company
If an emerging growth company, include by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 
CALCULATION OF REGISTRATION FEE
 
Title of
Securities to be Registered(1)
 
Amount
to be
Registered(1)
 
Proposed
Maximum
Offering Price
Per Share(2)
 
Proposed
Maximum
Aggregate
Offering Price(2)
 
Amount of
Registration Fee(2)
Class A Common Stock, par value $0.01 per share
 500,000 shares $11.41 $5,705,000 $622.42
 
 
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Newmark Group, Inc. being registered shall include an indeterminate number of additional shares which may become issuable as a result of stock splits, stock dividends, or similar transactions in accordance with the Newmark 401(k) Plan. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2)
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, based upon the average of the high and low sale prices of the Class A Common Stock reported on the NASDAQ Global Select Market on July 14, 2021. Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is required to register plan interests.




EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Newmark Group, Inc. (“we,” “us,” “our.” or the “Registrant”) for the purpose of registering 500,000 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) that may be offered to participants in the Newmark 401(k) Plan (“Plan”).

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information. *

*    Information required by Part I of Form S-8, including with respect to the Registrant, the Plan, and the Class A Common Stock registered herein to be offered and sold pursuant to the Plan, is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by us with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:
 
(a)
(b)
(c)
(d)
(e)
Our Current Reports on Form 8-K, filed with the Commission on February 4, 2021, February18, 2021 (other than as indicated therein), March 19, 2021, May 6, 2021 (other than as indicated therein) and July 1, 2021.
(f)
All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters 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 the filing of such documents.
Any statement contained herein or in a document, all or a portion of which is 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 that also is or 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.
Item 5. Interests of Named Experts and Counsel.
Stephen M. Merkel, who rendered the opinion as to the legality of the Class A Common Stock to be issued pursuant to this Registration Statement, is employed by the Registrant as Executive Vice President and Chief Legal Officer. Mr. Merkel is also a direct and indirect beneficial owner of shares of the Registrant’s Class A Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the Registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant’s Amended and Restated Certificate of Incorporation provides for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit. The Registrant’s Amended and Restated Certificate of Incorporation and Bylaws provide for such limitation of liability to the fullest extent permitted by the DGCL.
The Registrant maintains standard policies of insurance under which coverage is provided (1) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the Registrant, and (2) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to any indemnification provisions contained in the Registrant’s Amended and Restated Certificate of Incorporation or otherwise as a matter of law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
 
The Exhibit Index set forth below is incorporated by reference in response to this Item 8.
Item 9. Undertakings.
 
(a)The undersigned 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 the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the Registration Statement; and
 (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 to the Registration Statement on Form S-8 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 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.
(b)
The undersigned 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.
(c)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 foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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 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.



EXHIBIT INDEX

* Filed herewith.


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 New York, State of New York, on July 19, 2021.
 
Newmark Group, Inc.


By:/s/ Howard W. Lutnick
 Name: Howard W. Lutnick
 Title: Chairman
 








































[Signature Page to Registration Statement on Form S-8 re: Newmark 401(k) Plan]

POWERS OF ATTORNEY
Each of the undersigned, whose signature appears below, hereby constitutes and appoints Howard W. Lutnick and Stephen M. Merkel, and each of them, as his or her true and lawful attorneys-in-facts and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all 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, or his or their substitute or substitutes, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons, in the capacities and on the date indicated:
 
SignatureCapacity in Which SignedDate
July 19, 2021
/s/ Howard W. LutnickChairman and Director
(Principal Executive Officer)
Howard W. Lutnick
/s/ Barry M. GosinChief Executive OfficerJuly 19, 2021
Barry M. Gosin
/s/ Michael J. RispoliChief Financial Officer
(Principal Financial and Accounting Officer)

July 19, 2021
Michael J. Rispoli
/s/ Virginia S. BauerDirectorJuly 19, 2021
Virginia S. Bauer
/s/ Michael SnowDirectorJuly 19, 2021
Michael Snow
/s/ Kenneth A. McIntyreDirectorJuly 19, 2021
Kenneth A. McIntyre
 







[Signature Page to Registration Statement on Form S-8 re: Newmark 401(k) Plan]