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As filed with the Securities and Exchange Commission on May 29, 1997
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 Identification No.)
of Incorporation)
205 East 42nd Street, Suite 2020, New York, New York 10017
(Address of Principal Executive Offices)
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NON-EMPLOYEE DIRECTOR 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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed
maximum Proposed
offering maximum
Title of each class of Amount to price aggregate Amount of
securities to be be per offering registration
registered registered share(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par 100,000 $17.31 $1,731,000 $524.55
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 May 27, 1997 as reported on the Nasdaq National Market.
Page 1 of 8
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 Non-Employee Director Stock Option Plan of
the Registrant pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").
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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"), 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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<PAGE>
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; and
(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.
(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 the 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against 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,
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<PAGE>
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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<PAGE>
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 27th day
of May, 1997.
MEDALLION FINANCIAL CORP.
(Registrant)
By:/s/ Alvin Murstein
-------------------------------------
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:
<TABLE>
<CAPTION>
Signature Capacity
- --------- --------
<S> <C>
/s/ Alvin Murstein Chairman and Chief Executive Officer
- ---------------------------- (Principal Executive Officer)
Alvin Murstein
/s/ Daniel F. Baker Chief Financial Officer
- ---------------------------- (Principal Financial Officer and
Daniel F. Baker Principal Accounting Officer)
/s/ Mario M. Cuomo Director
- ----------------------------
Mario M. Cuomo
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
/s/ Stanley Kreitman Director
- ----------------------------
Stanley Kreitman
/s/ David L. Rudnick Director
- ----------------------------
David L. Rudnick
/s/ Benjamin Ward Director
- ----------------------------
Benjamin Ward
</TABLE>
-7-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Restated Certificate of Incorporation of Medallion Financial Corp.
Filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1996 (File No. 0-27812) filed
with the Commission on April 9, 1997 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 relating
to its report concerning Medallion Financial Corp. dated February 19,
1997. Filed herewith.
23.2 Consent of Arthur Andersen LLP, independent accountants, relating to
its report concerning Edwards Capital Company dated March 26, 1997.
Filed herewith.
23.3 Consent of Arthur Andersen LLP, independent accountants, relating to
its report concerning Transportation Capital Corp. dated March 26,
1997. Filed herewith.
23.4 Consent of Arthur Andersen LLP, independent accountants, relating to
its report concerning Tri-Magna Corporation dated March 26, 1997.
Filed herewith.
23.5 Consent of Coopers & Lybrand L.L.P., independent accountants, relating
to its report concerning Transportation Capital Corp. dated October
24, 1995. Filed herewith.
23.6 Consent of Friedman Alpren & Green LLP, independent accountants,
relating to its report concerning Edwards Capital Company dated
January 28, 1995. Filed herewith.
23.7 Consent of Palmer & Dodge LLP (contained in Exhibit 5).
24.1 Power of Attorney (included in the signature page hereto).
</TABLE>
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<PAGE>
EXHIBIT 5
[LETTERHEAD OF PALMER & DODGE LLP APPEARS HERE]
May 29, 1997
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 100,000 shares (the "Shares") of the Company's Common
Stock, $0.01 par value, offered pursuant to the provisions of the Company's Non-
Employee Director 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
<PAGE>
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 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
<PAGE>
EXHIBIT 23.2
[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
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
<PAGE>
EXHIBIT 23.3
[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
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 Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 27, 1997
<PAGE>
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 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 Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 27, 1997
<PAGE>
EXHIBIT 23.5
[LETTERHEAD OF COOPERS & LYBRAND L.L.P. APPEARS HERE]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of Medallion Financial Corp. on Form S-8 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
<PAGE>
EXHIBIT 23.6
[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 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
