Registration No. 333-
As filed with the Securities and Exchange Commission
on August 8, 2024
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 |
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81-4467492 |
(State or other jurisdiction of
incorporation
or organization) |
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(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 |
☒ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
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Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
If an emerging growth company, indicate 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. ☐
EXPLANATORY NOTE
This Registration Statement on
Form S-8 is filed by Newmark Group, Inc., a Delaware corporation (“we,” “us,” “our” or the
“Registrant”), with the Securities and Exchange Commission (the “Commission”) for
the purpose of registering 1,000,000 additional shares of our 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 (the “Plan”),
together with an indeterminate amount of plan interests pursuant to Rule 416(c) under the Securities
Act of 1933, as amended (the “Securities Act”), to be offered or sold pursuant to the Plan. The Class A Common Stock and the
plan interests registered herein to be offered and sold pursuant to the Plan are of the same classes of securities as registered under
our currently effective Registration Statement on Form S-8 filed with the Commission on July 19, 2021 (File No. 333-258013) (the “Prior
Registration Statement”). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated
herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items containing
new information not contained in the Prior Registration Statement are presented herein.
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 plan interests registered
herein 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 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 Commission
are incorporated by reference into this Registration Statement:
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(a)
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The Plan’s Annual Report
on Form 11-K for the fiscal year ended December 31, 2023, filed
with the Commission on June 27, 2024. |
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(b)
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Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 29, 2024, as amended
by Amendment No. 1 to our Annual Report on Form 10-K/A filed with the Commission on April 26, 2024. |
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(c)
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Our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the Commission on May 10, 2024. |
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(d)
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Our
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, filed with the Commission on August 8, 2024. |
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(e)
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Our
Current Reports on Form 8-K, filed with the Commission on January 5, 2024, January 12, 2024, February 22, 2024 (other than as indicated
therein), April 30, 2024, May 3, 2024 (other than as indicated therein), June 10, 2024, and August 2, 2024 (other than as indicated
therein). |
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(f)
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The
description of the Class A Common Stock contained in our Registration Statement on Form 8-A (Registration No. 001-38329), filed with
the Commission on December 14, 2017, as updated by Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31,
2023 filed with the Commission on February 29, 2024, including any amendment or report filed for the purpose of updating such description.
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All
documents subsequently filed by us or the Plan 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 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 or officer, except for liability of (1) a director or officer for any
breach of the director or officer’s duty of loyalty to the corporation or its stockholders, (2) a director or officer for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) a director for unlawful payments
of dividends or unlawful stock repurchases, redemptions or other distributions, (4) a director or officer for any transaction from which
the director or officer derived an improper personal benefit or (5) an officer in any action by or in the right of the corporation. The
Registrant’s Amended and Restated Certificate of Incorporation provides for such limitation of liability for directors of the Registrant
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 Amended and Restated Bylaws or otherwise as a matter of law.
Item 8. Exhibits.
The Exhibit Index set forth below
is incorporated by reference in response to this Item 8.
EXHIBIT
INDEX
SIGNATURES
The Registrant. 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 August 8, 2024.
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Newmark Group, Inc. |
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By: |
/s/ Howard W. Lutnick |
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Name: |
Howard W. Lutnick |
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Title: |
Executive Chairman |
POWERS OF ATTORNEY
Each of the undersigned, whose signature appears below, hereby constitutes
and appoints Howard W. Lutnick and Michael Rispoli, 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 and all amendments to this Registration Statement, including post-effective amendments under the Securities Act and other instruments
necessary or appropriate in connection therewith, and to file the same, with all exhibits thereto and other documents in connection therewith,
with the 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, this Registration
Statement has been signed below by the following persons, in the capacities and on the date indicated:
Signature |
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Capacity in Which Signed |
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Date |
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/s/ Howard W. Lutnick |
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Executive Chairman and Director |
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August 8, 2024 |
Howard W. Lutnick |
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(Principal Executive Officer) |
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/s/ Barry M. Gosin |
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Chief Executive Officer |
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August 8, 2024 |
Barry M. Gosin |
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/s/ Michael J. Rispoli |
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Chief Financial Officer |
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August 8, 2024 |
Michael J. Rispoli |
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(Principal Financial and Accounting Officer) |
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/s/ Virginia S. Bauer |
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Director |
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August 8, 2024 |
Virginia S. Bauer |
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/s/ Kenneth A. McIntyre |
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Director |
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August 8, 2024 |
Kenneth A. McIntyre |
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/s/ Jay Itzkowitz |
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Director |
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August 8, 2024 |
Jay Itzkowitz |
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The Plan. Pursuant to the requirements of the Securities Act,
the Administrator of the Newmark 401(k) Plan 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 August 8, 2024.
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Newmark 401(k) Plan |
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By: |
/s/ Michael Rispoli |
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Name: |
Michael Rispoli |
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Title: |
Chief Financial Officer
on behalf of the Newmark 401(k) Plan Administrative Committee, the Plan Administrator |
II-5
Exhibit 5.1
NEWMARK GROUP, INC.
August 8, 2024
Newmark Group, Inc.
125 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
I am the Executive Vice President
and Chief Legal Officer of Newmark Group, Inc., a Delaware corporation (the “Company”). In connection with the
Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the U.S. Securities and
Exchange Commission (the “Commission”) on the date hereof, relating to the registration under the Securities Act of
1933, as amended (the “Securities Act”), of the offer and sale of up to 1,000,000 shares (the “Shares”)
of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”) pursuant to the
Newmark 401(k) Plan (the “Plan”), you have requested my opinion with respect to the matters set forth below.
For the purposes of this opinion letter, I, or attorneys working under
my direction (collectively, “we”), have examined the Registration Statement and the originals, or duplicates or certified
or conformed copies, of such corporate records, agreements, documents and other instruments, including the Amended and Restated Certificate
of Incorporation, the Amended and Restated Bylaws of the Company and the Plan, and have made such other investigations as we have deemed
relevant and necessary in connection with the opinions set forth below. As to questions of fact material to this opinion letter, we have
relied, with your approval, upon oral and written representations and certificates of officers and other representatives of the Company
and certificates or comparable documents of public officials.
In making such examination and rendering the opinions set forth below,
we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals,
that all documents submitted to us as certified copies are true and correct copies of such originals, the authenticity of the originals
of such documents submitted to us as certified copies, and the legal capacity of all individuals executing any of the foregoing documents.
We have also assumed that any Shares to be offered and sold from time
to time will be duly authorized and issued in accordance with the Amended and Restated Certificate of Incorporation and the Amended and
Restated Bylaws of the Company as the same may be amended from time to time, the authorizing resolutions of the Board of Directors of
the Company or a committee thereof and applicable law, and that any certificates evidencing such Shares will be duly executed and delivered,
against receipt of the consideration approved by the Company, which will be no less than the par value of
the Class A Common Stock on a per share basis.
Based upon the foregoing, and subject to the qualifications, assumptions
and limitations stated herein, I am of the opinion that, when the Shares registered for sale under the Registration Statement have been
issued, delivered and paid for in the manner contemplated by and upon the terms and conditions set forth in the Registration Statement
and the Plan, the Shares will be validly issued, fully paid and nonassessable. I am also of the opinion that the provisions of the written
documents constituting the Plan are in compliance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
My opinion expressed above is exclusively based on the Plan as constituted as of the date hereof and on the requirements of ERISA in effect
as of the date hereof.
I am a member of the bar of the State of New York, and I do not express
any opinion herein concerning any law other than the laws of the State of New York, Title I of ERISA and the Delaware General Corporation
Law (including the statutory provisions, all applicable provisions of the Delaware Constitution
and reported judicial decisions interpreting the foregoing).
I hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Securities Act, and the rules and regulations of the Commission promulgated thereunder.
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Very truly yours, |
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/s/ Stephen M. Merkel |
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Stephen M. Merkel
Executive
Vice President and Chief Legal Officer |
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Newmark 401(k) Plan of our reports
(a) dated February 29, 2024, with respect to the consolidated financial statements of Newmark Group, Inc., and the effectiveness of internal
control over financial reporting of Newmark Group, Inc., included in its Annual Report (Form 10-K), and (b) dated June
27, 2024, with respect to the financial statements and schedule of the Newmark 401(k) Plan included in the Plan's Annual Report (Form
11-K), both for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
August 8, 2024
S-8
S-8
EX-FILING FEES
0001690680
NEWMARK GROUP, INC.
Fees to be Paid
0001690680
2024-08-07
2024-08-07
0001690680
1
2024-08-07
2024-08-07
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
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S-8
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NEWMARK GROUP, INC.
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Table 1: Newly Registered Securities
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Security Type
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Security Class Title
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Fee Calculation Rule
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Amount Registered
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Proposed Maximum Offering Price Per Unit
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Maximum Aggregate Offering Price
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Fee Rate
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Amount of Registration Fee
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1
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Equity
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Class A Common Stock, par value $0.01 per share
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Other
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1,000,000
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$
11.40
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$
11,400,000.00
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0.0001476
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$
1,682.64
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Total Offering Amounts:
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$
11,400,000.00
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$
1,682.64
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Total Fee Offsets:
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$
0.00
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Net Fee Due:
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|
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$
1,682.64
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1
|
Footnote 1 to "Amount Registered": 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 $0.01 per share (the "Class A Common Stock"), of Newmark Group, Inc. being registered shall include an indeterminate number of additional shares which may become issuable as a result of stock splits, stock dividends, or similar transactions in accordance with the anti-dilution provisions of the Newmark 401(k) Plan (the "Plan"). In addition, pursuant to Rule 416(c) under the Securities Act, the Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. Pursuant to Rule 457(h)(2) under the Securities Act, no separate registration fee is required with respect to such plan interests.
Footnote 2 to "Proposed Maximum Offering Price Per Unit" and "Maximum Aggregate Offering Price": Calculated pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, based upon the average of the high and low sale prices of the Class A Common Stock reported on the Nasdaq Global Select Market on August 5, 2024.
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Aug. 07, 2024
USD ($)
shares
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Offering: |
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Fee Previously Paid |
false
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Other Rule |
true
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Security Type |
Equity
|
Security Class Title |
Class A Common Stock, par value $0.01 per share
|
Amount Registered | shares |
1,000,000
|
Proposed Maximum Offering Price per Unit |
11.40
|
Maximum Aggregate Offering Price |
$ 11,400,000.00
|
Fee Rate |
0.01476%
|
Amount of Registration Fee |
$ 1,682.64
|
Offering Note |
Footnote 1 to "Amount Registered": 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 anti-dilution provisions of the Newmark 401(k) Plan (the "Plan"). In addition, pursuant to Rule 416(c) under the Securities Act, the Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. Pursuant to Rule 457(h)(2) under the Securities Act, no separate registration fee is required with respect to such plan interests.
Footnote 2 to "Proposed Maximum Offering Price Per Unit" and "Maximum Aggregate Offering Price": Calculated pursuant to Rules 457(c) and 457(h)(1) 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 August 5, 2024.
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