As filed with the Securities and Exchange Commission on January 30, 2002
Registration No. 333-59440
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CBRE HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware 6500 94-3391143
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
909 Montgomery Street, Suite 400
San Francisco, California 94133
(Address of Principal Executive Offices) (Zip Code)
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W. Brett White
President and Director
CBRE Holding, Inc.
909 Montgomery Street, Suite 400
San Francisco, California 94133
(415) 434-1111
(Name, Address and Telephone number, including
area code, of agent for service)
Copies to:
Ellis Reiter, Esq. Murray Indick, Esq. Richard Capelouto, Esq.
Executive Vice President & General BLUM Capital Partners, L.P. Simpson Thacher & Bartlett
Counsel of Litigation 909 Montgomery Street 3330 Hillview Avenue
CB Richard Ellis Services, Inc. San Francisco, CA 94133 Palo Alto, California 94304
355 South Grand Avenue, Suite 3295 (415) 434-1111 (650) 251-5000
Los Angeles, CA 90071-1549
(213) 613-3225
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Approximate date of commencement of proposed sale to the public: Not
applicable.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
DEREGISTRATION OF SHARES OF CLASS A COMMON STOCK AND THEIR OPTIONS
CBRE Holding, Inc. (the "Company") is filing this Post-Effective Amendment
No. 1 to deregister (i) 2,280,591 shares of Class A Common Stock of the Company
(the "Class A Common Stock") and (ii) 312,340 options to acquire shares of Class
A Common Stock, which were registered under the Company's Registration Statement
on Form S-1 (File No. 333-59440), together with all exhibits and amendments
thereto (the "Registration Statement"), which was originally filed with the
Commission on April 24, 2001. The Company has completed the sale of the shares
of its Class A Common Stock and options to acquire shares of Class A Common
Stock and wishes to deregister the shares and options that were not sold
pursuant to its offering under the Registration Statement.
The Company intends to carryforward any excess registration fees it paid in
connection with the Registration Statement to be used in future registrations.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints James
H. Leonetti his or her true and lawful attorney-in-fact and agent with full
powers 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
(including Post-Effective 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
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about 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 attorney-in-fact and agent
or his or her substitute, may lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of San
Francisco, state of California, on January 23, 2002.
CBRE HOLDING, INC.
By: /s/ JAMES H. LEONETTI
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Name: James H. Leonetti
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated:
Signature Title Date
/s/ Raymond E. Wirta Chief Executive Officer and Director January 29, 2002
- --------------------------- (Principal Executive Officer)
Raymond E. Wirta
/s/ James H. Leonetti Chief Financial Officer (Principal January 23, 2002
- ---------------------------- Financial and Accounting Officer)
James H. Leonetti
/s/ W. Brett White Director and President January 29, 2002
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W. Brett White
/s/ Richard C. Blum Chairman of the Board of Directors January 29, 2002
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Richard C. Blum
/s/ Jeffrey A. Cozad Director January 25, 2002
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Jeffrey A. Cozad
/s/ Cathy A. Delcoco Director January 23, 2002
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Cathy A. Delcoco
/s/ Frederic V. Malek Director January 29, 2002
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Frederic V. Malek
/s/ Bradford M. Freeman Director January 29, 2002
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Bradford M. Freeman
/s/ Claus J. Moller Director January 29, 2002
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Claus J. Moller
/s/ Gary L. Wilson Director January 29, 2002
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Gary L. Wilson