As filed with the Securities and Exchange Commission on September 18, 2001
Registration No. 333-
| Delaware | 7375 | 52-2091509 | ||
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| incorporation or organization) | Classification Code Number) | Identification No.) |
(Address, including zip code, and telephone number, including area code, of principal executive offices)
CoStar Group, Inc.
1998 Stock Incentive Plan (as Amended)
(Full Title of the Plan)
| Jonathan Coleman, Esq | Copy to: | |
| Associate General Counsel | Lanae Holbrook, Esq. | |
| CoStar Group, Inc. | Fried, Frank, Harris, Shriver & Jacobson | |
| 2 Bethesda Metro Center | 1001 Pennsylvania Avenue, NW | |
| Bethesda, Maryland 20814 | Washington, D.C. 20004 | |
| (301) 215-8300 | (202) 639-7000 | |
| Fax: (301) 718-2444 | Fax: (202) 639-7008 |
(Name, address, and telephone number, including area code, of agent for service)
_________________
| CALCULATION OF REGISTRATION FEE | ||||||||||||||||
| Title of Securities | Amount | Proposed Maximum | Proposed Maximum | Amount of | ||||||||||||
| To Be | To Be | Offering Price Per | Aggregate Offering | Registration | ||||||||||||
| Registered | Registered | Share (1) | Price (1) | Fee (1) | ||||||||||||
| Common Stock | 750,000 shares | $ 16.875 | $ 12,656,250 | $ 3,164.06 | ||||||||||||
| $.01 par value | ||||||||||||||||
| (1) | Pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, as amended, the Registrant has computed the maximum offering price for the 750,000 shares to be registered solely for the purpose of computing the registration fee by reference to the average of the high and low sale prices for the Registrant’s Common Stock on the Nasdaq National Market on September 17, 2001. |
Explanatory Note
This Registration Statement on Form S-8 relates to the CoStar Group, Inc. Stock Incentive Plan (the “Plan”) as amended in June, 2001 to increase the number of shares of common stock, par value $.01 per share (the “Common Stock”), to be issued thereunder by 750,000 shares. The contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-82599) filed July 9, 1999, as modified and supplemented by the Registrant’s Registration Statement on Form S-8 (File No. 333-92165) filed December 6, 1999, and as further modified and supplemented by the Registrant’s Registration Statement on Form S-8 (File No. 333-45770) filed September 14, 2000, are hereby incorporated by reference pursuant to Instruction E of Form S-8. Also pursuant to Instruction E to Form S-8, the filing fee is being paid only with respect to the 750,000 shares of common stock not previously registered.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
| Exhibit | ||||
| No. | Description | |||
| 4.1 | — | Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Registration Statement on Form S-1 of the Registrant (Reg. No. 333-47953) filed with the Commission on June 30, 1998 (the “1998 Form S-1”)). | ||
| 4.2 | — | Certificate of Amendment of Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Quarterly Report for the Period Ended June 30, 1999 on Form 10-Q (File No. 0-24531), filed with the Commission on August 11, 1999). | ||
| 4.3 | — | Amended and Restated By-Laws (Incorporated by reference to Exhibit 3.2 to the 1998 Form S-1). | ||
| 4.4 | — | Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K dated December 31, 1999). | ||
| 4.5 | — | CoStar Group, Inc. 1998 Stock Incentive Plan (as Amended) (Incorporated by reference to Exhibit 10.1 to the Quarterly Report for the Period Ended June 30, 2001 on Form 10-Q (File No. 0-24531), filed with the Commission on August 13, 2001). | ||
| 5.1* | — | Opinion of Fried, Frank, Harris, Shriver & Jacobson. | ||
| 23.1* | — | Consent of Ernst & Young LLP, Independent Auditors. | ||
| 23.2* | — | Consent of Fried, Frank, Harris, Shriver & Jacobson (Contained in Exhibit 5.1). | ||
| 24.1 | — | Powers of Attorney (Included in the Signature Pages to the Registration Statement). |
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on September 18, 2001.
| COSTAR GROUP, INC |
| By: /s/ Andrew C. Florance Andrew C. Florance Chief Executive Officer and President |
KNOW ALL PERSONS BY THESE PRESENT, that each individual whose signature appears below constitutes and appoints Andrew C. Florance and Frank A. Carchedi power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto and to all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed by the following persons in the capacities indicated on the dates indicated.
| SIGNATURE | CAPACITY | DATE | ||
| ___________________ Michael R. Klein | Chairman of the Board | September 18, 2001 | ||
| ___________________ | Chief Executive Officer, | September 18, 2001 | ||
| Andrew C. Florance | President, and a Director | |||
| (Principal Executive Officer) | ||||
| ___________________ | Chief Financial Officer (Chief | September 18, 2001 | ||
| Frank A. Carchedi | Financial and Accounting | |||
| Officer) | ||||
| ___________________ | Director | September 18, 2001 | ||
| David Bonderman | ||||
| ___________________ | Director | September 18, 2001 | ||
| Warren H. Haber | ||||
| ___________________ | Director | September 18, 2001 | ||
| Josiah O. Low, III | ||||
| ___________________ | Director | September 18, 2001 | ||
| John Simon |
INDEX TO EXHIBITS
| Exhibit | ||||
| No. | Description | |||
| 4.1 | — | Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Registration Statement on Form S-1 of the Registrant (Reg. No. 333-47953) filed with the Commission on June 30, 1998 (the “1998 Form S-1”)). | ||
| 4.2 | — | Certificate of Amendment of Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Quarterly Report for the Period Ended June 30, 1999 on Form 10-Q (File No. 0-24531), filed with the Commission on August 11, 1999). | ||
| 4.3 | — | Amended and Restated By-Laws (Incorporated by reference to Exhibit 3.2 to the 1998 Form S-1). | ||
| 4.4 | — | Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K dated December 31, 1999). | ||
| 4.5 | — | CoStar Group, Inc. 1998 Stock Incentive Plan (as Amended) (Incorporated by reference to Exhibit 10.1 to the Quarterly Report for the Period Ended June 30, 2001 on Form 10-Q (File No. 0-24531), filed with the Commission on August 13, 2001). | ||
| 5.1* | — | Opinion of Fried, Frank, Harris, Shriver & Jacobson. | ||
| 23.1* | — | Consent of Ernst & Young LLP, Independent Auditors. | ||
| 23.2* | — | Consent of Fried, Frank, Harris, Shriver & Jacobson (Contained in Exhibit 5.1). | ||
| 24.1 | — | Powers of Attorney (Included in the Signature Pages to the Registration Statement). |
| * | Filed herewith |
EXHIBIT 5.1
September 18, 2001
CoStar Group, Inc.
2 Bethesda Metro Center
Bethesda, MD 20814
Ladies and Gentlemen:
We are acting as special counsel for CoStar Group, Inc., a Delaware corporation (the “Company”), in connection with the registration, pursuant to a Registration Statement on Form S-8, of 750,000 shares of the Company’s common stock, par value $.01 per share (the “Shares”), issuable upon the exercise of options which may be granted under the CoStar 1998 Stock Incentive Plan, as amended (the “Plan”).
With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents, and (iii) received such information from officers and representatives of the Company as we have deemed necessary or appropriate for the purposes of this opinion. In all examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the documents and certificates and oral or written statements and other information of or from representatives of the Company and others and assume compliance on the part of all parties to the documents with their covenants and agreements contained therein.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares to be registered pursuant to the Registration Statement, when issued, delivered and paid for in accordance with the terms of the Plan and any agreement applicable to such Shares
(with the consideration received by the Company being not less than the par value thereof) will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, the Delaware Constitution and reported judicial decisions interpreting those laws, each as currently in effect.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 relating to the registration of the Shares. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Lanae Holbrook
Lanae Holbrook
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement Form (S-8 No. 333-_____) pertaining to the CoStar Group, Inc. 1998 Stock Incentive Plan, as Amended, of our report dated February 13, 2001, with respect to the consolidated financial statements of CoStar Group, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
McLean, Virginia
September 13, 2001