As filed with the Securities and Exchange Commission on August 27, 2002
Registration No. 333-88579
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NEUBERGER BERMAN INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1523639
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
605 Third Avenue
New York, New York 10158
(212) 476-9000
----------------
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
1999 Neuberger Berman Inc. Long-Term Incentive Plan
1999 Neuberger Berman Inc. Employee Defined Contribution Stock Incentive Plan
(Full titles of the plans)
--------------------------
Kevin Handwerker, Esq.
General Counsel
Neuberger Berman Inc.
605 Third Avenue
New York, New York 10158
(212) 476-9000
----------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount to be Proposed Proposed Amount of
securities to registered (1) maximum maximum registration
be registered offering price aggregate fee (2)
per offering
share (2) price (2)
--------------------------------------------------------------------------------
Common Stock, 5,377 N/A N/A $0
$0.01 par value
per share
================================================================================
(1) Represents additional shares of common stock of Neuberger Berman Inc., par
value $0.01 per share (the "Common Stock"), to be offered pursuant to the
1999 Neuberger Berman Inc. Employee Defined Contribution Stock Incentive
Plan (the "Defined Contribution Plan"). In addition, this Registration
Statement covers an indeterminable number of additional shares as may
hereafter be offered or issued, pursuant to the Defined Contribution Plan,
to prevent dilution resulting from stock splits, stock dividends or similar
transactions effected without the receipt of consideration.
(2) The filing fee with respect to these shares has previously been paid in
connection with the initial Registration Statement on Form S-8
(Registration No. 333-88579) filed on October 7, 1999.
EXPLANATORY NOTE
On October 7, 1999, Neuberger Berman Inc. (the "Company"), filed a
Registration Statement on Form S-8 (the "Initial S-8") covering an aggregate of
14,464,344 shares of the Common Stock to be offered pursuant to the Defined
Contribution Plan, the 1999 Neuberger Berman Inc. Directors Stock Incentive
Plan, the 1999 Neuberger Berman Inc. Annual Incentive Plan, the 1999 Neuberger
Berman Inc. Deferred Compensation Plan and the 1999 Neuberger Berman Inc.
Long-Term Incentive Plan (the "Incentive Plan"). The Company has determined from
time to time to award 5,377 shares pursuant to the Defined Contribution Plan
that were previously registered for award pursuant to the Incentive Plan under
the Initial S-8. The Company has caused this Post-Effective Amendment to be
filed to indicate this change.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the Company 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 Post-Effective Amendment No. 1 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on this 27th day of August, 2002.
NEUBERGER BERMAN INC.
By: /s/ Jeffrey B. Lane
-------------------------------------
Jeffrey B. Lane
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 has been signed by the following persons in the capacities and
on the dates indicated.
Signatures Capacity Date
---------- -------- ----
* Chairman of the Board August 27, 2002
------------------------- of Directors
Lawrence Zicklin
* Vice Chairman of the Board August 27, 2002
------------------------- of Directors
Richard A. Cantor
* Vice Chairman of the Board August 27, 2002
------------------------- of Directors
Marvin C. Schwartz
/s/ Jeffrey B. Lane President, Chief Executive August 27, 2002
------------------------- Officer and Director
Jeffrey B. Lane (Principal Executive Officer)
------------------------- Director
Nathan Gantcher
------------------------- Director
David W. Glenn
* Executive Vice President, August 27, 2002
------------------------- Chief Investment Officer
Michael M. Kassan and Director
------------------------- Director
Arthur Levitt, Jr.
------------------------- Director
Jon C. Madonna
* Executive Vice President, August 27, 2002
------------------------- Chief Operating Officer
Robert Matza and Director
------------------------- Director
Jack H. Nusbaum
* Executive Vice President August 27, 2002
------------------------- and Director
Heidi L. Schneider
/s/ Matthew S. Stadler Senior Vice President and August 27, 2002
------------------------- Chief Financial Officer
Matthew S. Stadler (Principal Financial and
Accounting Officer)
* Executive Vice President August 27, 2002
------------------------- and Director
Peter E. Sundman
Jeffrey B. Lane, by signing his name below, signs this document on behalf of
each of the above-named persons specified by an asterisk (*), pursuant to a
power of attorney duly executed by such persons filed with the Securities and
Exchange Commission in the Initial S-8.
/s/ Jeffrey B. Lane
-------------------------
Jeffrey B. Lane
Attorney-in-Fact