<PAGE> 1
As filed with the Securities and Exchange Commission on April 1, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FREEDOM SECURITIES CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 6211 04-3335712
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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ONE BEACON STREET
BOSTON, MA 02108
(617) 725-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN H. GOLDSMITH
CHIEF EXECUTIVE OFFICER
ONE BEACON STREET
BOSTON, MA 02108
(617) 725-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
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JAMES WESTRA, ESQUIRE RICHARD D. TRUESDELL, JR., ESQUIRE
HUTCHINS, WHEELER & DITTMAR DAVIS POLK & WARDWELL
A PROFESSIONAL CORPORATION 450 LEXINGTON AVENUE
101 FEDERAL STREET NEW YORK, NY 10017
BOSTON, MASSACHUSETTS 02110 (212) 450-4000
(617) 951-6600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
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, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [x] 333-44931
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 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 earlier
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, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
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Common Stock, $.01 par value
per share. . . . . . . . 805,000 shares(1)(2) $20 $16,100,000 $4,750.00
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to the provisions of Rule 457(c) under the
Securities Act of 1933.
(2) Includes 105,000 shares subject to Underwriters' over-allotment option.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (Registration No. 333-44931) filed by Freedom Securities
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") on January 26, 1998, as amended by Amendment No. 1 to the
Registration Statement on Form S-1 filed by the Company with the Commission on
March 11, 1998, by Amendment No. 2 to the Registration Statement on Form S-1
filed by the Company with the Commission on March 26, 1998 and by Amendment No.
3 to the Registration Statement on Form S-1 filed by the Company with the
Commission on April 1, 1998, which was declared effective April 1, 1998, are
incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts,
on April 1, 1998.
FREEDOM SECURITIES CORPORATION
By: /s/ John H. Goldsmith
-----------------------------------
John H. Goldsmith, Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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/s/ John H. Goldsmith Chairman, Director and April 1, 1998
- ------------------------------------------------- Chief Executive Officer
John H. Goldsmith
/s/ William C. Dennis, Jr. Chief Financial Officer April 1, 1998
- -------------------------------------------------
William C. Dennis, Jr.
/s/ David V. Harkins Director April 1, 1998
- -------------------------------------------------
David V. Harkins
/s/ C. Hunter Boll Director April 1, 1998
- -------------------------------------------------
C. Hunter Boll
/s/ Thomas M. Hagerty Director April 1, 1998
- -------------------------------------------------
Thomas M. Hagerty
/s/ Seth W. Lawry Director April 1, 1998
- -------------------------------------------------
Seth W. Lawry
Director April 1, 1998
- -------------------------------------------------
Winton J. Churchill
/s/ John F. Luikart Director April 1, 1998
- -------------------------------------------------
John F. Luikart
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/s/ Robert H. Yevich Director April 1, 1998
- -------------------------------------------------
Robert H. Yevich
/s/ Gregory N. Thomas Director April 1, 1998
- -------------------------------------------------
Gregory N. Thomas
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION OF DOCUMENTS PAGE
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1.1 Form of Underwriting Agreement
3.1 Restated Certificate of Incorporation of the Registrant
3.2 Bylaws of the Registrant to be effective prior to effectiveness of the Registration
Statement
4.1 Form of Stock Certificate
*5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation
10.1 Contribution Agreement by and among the Registrant, Hancock, THL and SCP,
dated as of October 4, 1996
10.2 Stockholders Agreement by and among the Registrant and the persons listed on
the signature pages thereof as the Initial Investors, SCP Initial Investor,
Employee Investors and Seller Initial Investor dated as of November 30, 1996
10.3 Revolving Credit Agreement by and among the Registrant and The First
National Bank of Boston, as agent for the lenders listed on Schedule 1 thereto,
dated s of November 29, 1996
10.4 Additional Share Agreement by and between the Registrant and Hancock, dated
as of November 29, 1996
10.5 Tax Matters Agreement by and between the Registrant and Hancock, dated as of
November 29, 1996
10.6 Contribution and Indemnity Agreement by and between the Registrant and
John H. Goldsmith, dated as of November 29, 1996
10.7 Management Agreement by and between the Registrant and THL, dated as of
November 29, 1996
10.8 Management Agreement by and between the Registrant and SCP, dated as of
November 19, 1996
10.9 1996 Stock Option Plan
10.10 Employment Agreement by and between the Registrant and John H. Goldsmith,
dated as of November 29, 1997
10.11 Employment Agreement by and between the Registrant and Gregory N. Thomas,
dated as of December 3, 1997
10.12 Letter Agreement by and between the Registrant and Gregory N. Thomas, dated
as of December 3, 1997
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EXHIBIT
NO. DESCRIPTION OF DOCUMENTS PAGE
--- ------------------------ ----
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**10.13 Agreement by and among Prudential Securities Incorporated, John Hancock
Clearing Corporation, Tucker Anthony Incorporated and Sutro & Co.
Incorporated
10.14 Form of TAMP Incentive Plan Limited Partnership Limited Partnership
Agreement, dated as of July 1, 1989
10.15 Form of TAMP II Incentive Plan Limited Partnership Limited Partnership
Agreement, dated as of February 28, 1995
10.16 Form of TAMM II Incentive Plan Limited Partnership Limited Partnership
Agreement, dated April 8, 1984
10.17 Form of Sutro Venture Partners I, L.P. Limited Partnership Agreement, dated as
of March 21, 1996
10.18 Form of Sutro Venture Partners II, L.P. Limited Partnership Agreement, dated as
of March 21, 1996
10.19 Form of Operating Agreement for Sutro Investment Partners IV, LLC dated as
of June 30, 1997
10.20 Agreement and Plan of Merger by and among the Registrant, CGRM Merger
Corp. and Cleary Gull Reiland & McDevitt Inc., dated March 9, 1998
10.21 Cleary Gull Registration Rights Agreement
10.22 Chattel Leasing Security Agreement by and between T.A. Leasing, Inc. and
BancBoston Leasing, inc., dated November 29, 1996
10.23 Amended and Restated Chattel Leasing Promissory Note, by and between T.A.
Leasing, Inc. and BancBoston Leasing, Inc., dated February 28, 1997
10.24 Chattel Leasing Security Agreement by and between Sutro Leasing Inc. and
BancBoston Leasing, Inc., dated February 28, 1997
10.25 Chattel Leasing Promissory Note by and between Sutro Leasing Inc. and
BancBoston Leasing, Inc., dated February 28, 1997
10.26 1998 Long Term Incentive Plan
10.27 1998 Executive Performance Bonus Plan
10.28 Amendment No. 1 to the Stockholders Agreement dated January 30, 1998
10.29 Form of Amendment No. 2 to the Stockholders Agreement
10.30 Form of Amendment No. 3 to the Stockholders Agreement
21.1 Subsidiaries of the Registrant
*23.1 Consent of Ernst & Young LLP
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EXHIBIT
NO. DESCRIPTION OF DOCUMENTS PAGE
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*23.2 Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation (included
in Exhibit 5.1)
27.1 Financial Data Schedule
99.1 Consent of Mr. Thomas to be named as Director
99.2 Consent of Mr. Prokupek to be named as Director
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*Filed herewith.
**Confidential Treatment Requested as to certain portions, which portions have
been omitted and filed separately with the Commission.
Unless otherwise indicated, all exhibits have been previously filed with the
Commission as similarly numbered exhibits to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-44931).
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Exhibit 5.1
HUTCHINS, WHEELER & DITTMAR
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
April 1, 1998
Freedom Securities Corporation
One Beacon Street
Boston, MA 02108
Ladies and Gentlemen:
We have acted as counsel to Freedom Securities Corporation, a Delaware
corporation (the "Company"), in connection with proceedings being taken to
register under the Securities Act of 1933, as amended, up to 805,000 shares
of the Company's Common Stock, $.01 par value per share (the "Common Stock")
pursuant to a Registration Statement on Form S-1 filed with the Commission on or
about the date hereof pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (the "Registration Statement"), which includes 105,000 shares
which may be sold upon exercise of the underwriters' overallotment option
described in the Registration Statement.
As such counsel, we have examined (i) certain corporate records of the
Company, including its Amended and Restated Certificate of Incorporation, its
Amended and Restated Bylaws, stock records and Minutes of Meetings of its Board
of Directors; (ii) a Certificate of the Secretary of State of the State of
Delaware as to the legal existence of the Company; and (iii) such other
documents as we have deemed necessary as a basis for the opinions hereinafter
expressed.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Company is a validly existing corporation under the laws
of the State of Delaware.
2. The Company, as of the effective date of the foregoing
Articles of Amendment, will be authorized to issue 60,000,000
shares of Common Stock, par value $.01 per share, and
1,000,000 shares of Preferred Stock, par value $.01 per share.
3. When issued and sold under the circumstances contemplated in
the Registration Statement, the 805,000 shares of Common
Stock offered by the Company will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Hutchins, Wheeler & Dittmar
HUTCHINS, WHEELER & DITTMAR
A Professional Corporation
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Historical Consolidated Financial and Other Data" and "Experts" and to the use
of our report dated March 10, 1998, in the Registration Statement filed by
Freedom Securities on the evening of April 1, 1998 pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and related Prospectus of Freedom
Securities dated April 1, 1998.
/s/ Ernst & Young LLP
New York, New York
April 1, 1998
