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As filed with the Securities and Exchange Commission on May 29, 1997
REGISTRATION NO. 333-19057
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8/A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 1
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MEDALLION FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-3291176
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer
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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Page 1 of 5
Exhibit Index Appears at Page 5
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Medallion Financial Corp. incorporates by reference herein Part I and Items
4 through 7 and 9 of Part II of the initial filing of this Registration
Statement on Form S-8 (File No. 33-19057) as filed with the Securities and
Exchange Commission on December 31, 1996.
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 13, 1997 relating to 4,000,000
shares of its Common Stock, filed pursuant to Rule 497(h)(1) of the Securities
Act on May 13, 1997, which contains (i) audited consolidated financial
statements for the Registrant's fiscal year ended December 31, 1996, 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, 1996.
(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"),
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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.
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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 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 May, 1997.
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 27th day of May, 1997:
Signature Capacity
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/s/ Alvin Murstein Chairman and Chief Executive Officer
- ------------------------------- (Principal Executive Officer)
Alvin Murstein
/s/ Daniel F. Baker Chief Financial Officer
- ------------------------------- (Principal Financial Officer and Principal
Daniel F. Baker Accounting Officer)
/s/ Mario M. Cuomo Director
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Mario M. Cuomo
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/s/ Stanley Kreitman Director
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Stanley Kreitman
/s/ David L. Rudnick Director
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David L. Rudnick
/s/ Benjamin Ward Director
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Benjamin Ward
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EXHIBIT INDEX
<TABLE>
<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.*
23.1 Consent of Arthur Andersen LLP, independent accountants, relating to
its report concerning Medallion Financial Corp. dated February 19,
1997.+
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5).*
23.3 Consent of Arthur Andersen LLP, independent accountants, relating to
its report concerning Edwards Capital Company dated March 26, 1997.+
23.4 Consent of Arthur Andersen LLP, independent accountants, relating to
its report concerning Transportation Capital Corp. dated March 26,
1997.+
23.5 Consent of Arthur Andersen LLP, independent accountants, relating to
its report concerning Tri-Magna Corporation dated March 26, 1997.+
23.6 Consent of Coopers & Lybrand L.L.P., independent accountants,
relating to its report concerning Transportation Capital Corp. dated
October 24, 1995.+
23.7 Consent of Friedman Alpren & Green LLP, independent accountants,
relating to its report concerning Edwards Capital Company dated
January 28, 1995.+
24 Power of Attorney (included in the signature page hereto).
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* Filed on December 31, 1996.
+ Filed herewith.
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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 (File No. 333-19057 Post
Effective Amendment No. 1) of our report dated February 19, 1997, on our audit
of the consolidated financial statements of Medallion Financial Corp., and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 27, 1997
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EXHIBIT 23.3
[LETTERHEAD OF ARTHUR ANDERSON 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 (File No. 333-19057
Post-Effective Amendment No. 1) of our report dated March 26, 1997, on our audit
of the financial statements of Edwards Capital Company, and to all references to
our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 27, 1997
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EXHIBIT 23.4
[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 (File No. 333-19057
Post-Effective Amendment No. 1) of our report dated March 26, 1997, on our audit
of the financial statements of Transportation Capital Corp., and to all
references to our Firm included in this registration statement.
/s/ Arthur Anderson LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 27, 1997
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EXHIBIT 23.5
[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 (File No. 333-19057
Post-Effective Amendment No. 1) of our report dated March 26, 1997, on our audit
of the consolidated financial statements of Tri-Magna Corporation and
Subsidiaries, and to all references to our Firm included in this registration
statement.
/s/ Arthur Anderson LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 27, 1997
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EXHIBIT 23.6
[LETTERHEAD OF COOPERS & LYBRAND L.L.P. APPEARS HERE]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 to the Registration Statement of Medallion Financial Corp. on
Form S-8 (File No. 333-19057) of our report dated October 24, 1995, on our audit
of the Statement of Operations of Transportation Capital Corp. (a New York
corporation), and the related statements of shareholders' equity and cash flows
for the year ended December 31, 1994, which report is included in the Annual
Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
New York, New York
May 27, 1997
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EXHIBIT 23.7
[LETTERHEAD OF FRIEDMAN ALPREN & GREEN 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 (File No. 333-19057
Post-Effective Amendment No. 1) of our report dated January 28, 1995, on our
audit of the statement of income and the related statements of changes in
partners' capital and cash flows, of Edwards Capital Company for the year ended
December 31, 1994, and to all references to our firm included in this
registration statement.
/s/ Friedman Alpren & Green LLP
FRIEDMAN ALPREN & GREEN LLP
New York, New York
May 27, 1997
