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As filed with the Securities and Exchange Commission on December 31, 1996
REGISTRATION NO. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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MEDALLION FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-3291176
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
205 EAST 42ND STREET, SUITE 2020, NEW YORK, NEW YORK 10017
(Address of Principal Executive Offices)
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1996 STOCK OPTION PLAN
(Full Title of the Plan)
ALVIN MURSTEIN
Chairman and Chief Executive Officer
Medallion Financial Corp.
205 East 42nd Street, Suite 2020
New York, New York 10017
(212) 682-3300
(Name, Address and Telephone Number of Agent for Service)
with copies to:
STEVEN N. FARBER, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Proposed Proposed
Title of each class of Amount to maximum maximum Amount of
securities to be be offering aggregate registration
registered registered price offering fee
per price(1)
share(1)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par 750,000 $13.75 $10,312,500 $3,556.03
value shares
- --------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) and based upon the average of the high and
low sale prices on December 27, 1996 as reported on the Nasdaq National
Market.
Page 1 of 10
Exhibit Index Appears at Page 8
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required to be included in Part I is included in the documents
sent or given to participants in the 1996 Stock Option Plan of the Registrant
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated herein by
reference:
(a) The Registrant's Prospectus dated May 23, 1996 relating to 5,750,000
shares of its Common Stock, filed pursuant to Rule 497(h)(1) of the Securities
Act on May 23, 1996, which contains (i) audited financial statements for the
Registrant's fiscal year ended December 31, 1995, the latest fiscal year for
which such statements have been filed by the Registrant, and (ii) unaudited pro
forma combined financial statements for the Registrant's fiscal year ended
December 31, 1995.
(b) All other reports of the Registrant filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Prospectus referred to in (a)
above.
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A (File No. 0-27812) filed on February 27,
1996, and any amendment or report filed hereafter for the purpose of updating
such description.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment which indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law grants the Registrant the
power to indemnify each person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director, officer, employee or agent of the Registrant, or
is or was serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, provided, however, no
indemnification shall be made in connection with any proceeding brought by or in
the right of the Registrant where the person involved is adjudged to be liable
to the Registrant except to the extent approved by a court. Article TENTH of
the Registrant's Certificate of Incorporation as currently in effect provides
that the Registrant shall, to the fullest extent permitted by the Delaware
General Corporation Law, as amended from time to time, indemnify each person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding by reason of the fact that he is or was,
or has agreed to become, a director or officer of the Registrant, or is or was
serving, or has agreed to serve, at the request of the Registrant, as a
director, officer or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise. The
indemnification provided for in Article TENTH is expressly not exclusive of any
other rights to which those seeking indemnification may be entitled under any
law, agreement or vote of stockholders or disinterested directors or otherwise,
and shall inure to the benefit of the heirs, executors and administrators of
such persons. Article TENTH permits the Board of Directors to authorize the
grant of indemnification rights to other employees and agents of the Registrant
and such rights may be equivalent to, or greater or less than, those set forth
in Article TENTH.
Article V, Section 2 of the Company's By-Laws provides that the Registrant
shall have the power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Registrant, or is or
was serving at the request of the Registrant, as a director, officer or trustee
of, or in a similar capacity with, another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against and
incurred by such person in any such capacity.
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law, Article
NINTH of the Registrant's Certificate of Incorporation eliminates a director's
personal liability for monetary damages to the Company and its stockholders for
breaches of fiduciary duty as a director, except to the extent that the
elimination or limitation of liability is not then permitted under the Delaware
General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
See Exhibit Index on page 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 this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represents
a fundamental change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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 this 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 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 provisions referred to in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against
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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.
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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 this 30th day of December, 1996.
MEDALLION FINANCIAL CORP.
(Registrant)
By:/s/ Alvin Murstein
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Alvin Murstein, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Medallion Financial Corp.,
hereby severally constitute and appoint Alvin Murstein, Andrew Murstein, Daniel
F. Baker and Steven N. Farber, and each of them singly, our true and lawful
attorneys-in-fact, with full power to them in any and all capacities, to sign
any amendments to this Registration Statement on Form S-8 (including any post-
effective amendments thereto), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby confirming all that each of said attorneys-in-fact may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on this 30th day of December, 1996:
Signature Capacity
- --------- --------
/s/ Alvin Murstein Chairman and Chief Executive Officer
- ------------------ (Principal Executive Officer)
Alvin Murstein
/s/ Andrew Murstein President, Chief Operating Officer
- ------------------- and Director
Andrew Murstein
/s/ Daniel F. Baker Chief Financial Officer
- ------------------- (Principal Financial Officer and Principal
Daniel F. Baker Accounting Officer)
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/s/ Mario M. Cuomo Director
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Mario M. Cuomo
/s/ Stanley Kreitman Director
- --------------------
Stanley Kreitman
/s/ David L. Rudnick Director
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David L. Rudnick
/s/ Benjamin Ward Director
- -----------------
Benjamin Ward
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 Amended and Restated Certificate of Incorporation of Medallion
Financial Corp. Filed as Exhibit a to the Registrant's Registration
Statement on Form N-2 (File No. 333-1670) and incorporated herein by
reference.
4.2 Amended and Restated By-Laws of Medallion Financial Corp. Filed as
Exhibit b to the Registrant's Registration Statement on Form N-2 (File
No. 333-1670) and incorporated herein by reference.
5 Opinion of Palmer & Dodge LLP as to the legality of the securities
registered hereunder. Filed herewith.
23.1 Consent of Arthur Andersen LLP, independent accountants. Filed
herewith.
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5).
24 Power of Attorney (included in the signature page hereto).
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EXHIBIT 5
Palmer & Dodge LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
December 31, 1996
Medallion Financial Corp.
205 East 42nd Street, Suite 2020
New York, New York 10017
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by Medallion
Financial Corp. (the "Company") with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to 750,000 shares (the "Shares") of the Company's
Common Stock, $0.01 par value, offered pursuant to the provisions of the
Company's 1996 Stock Option Plan (the "Plan").
We have acted as your counsel in connection with the preparation of
the Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization, issuance and sale of the Shares.
We have examined all such documents as we consider necessary to enable us to
render this opinion.
Based upon the foregoing, we are of the opinion that, when issued in
accordance with the terms of the Plan and the options or other rights granted
thereunder, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
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EXHIBIT 23.1
[LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
report dated February 21, 1996, on our audit of the balance sheet of Medallion
Financial Corp. as of December 31, 1995, and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 31, 1996
