Registration
Number 333-69273
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
FREEDOM SECURITIES CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 04-3335712
(State of Incorporation) (IRS Employer Identification Number)
One Beacon Street, Boston, MA 02108
(Address of Principal Executive Offices)
(617) 725-2000
(Registrant's telephone number, including area code)
1998 Employee Stock Purchase Plan
(Full title of the Plan)
James Westra, Esquire
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
(Name, address and telephone number of agent for service)
This amendment is being filed solely to amend Exhibit 4 to the
Registration Statement on Form S-8 originally filed by the registrant on
December 18, 1998. Exhibit 4.1 filed herewith shall replace in its entirety
Exhibit 4 previously filed and referenced herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the undersigned, thereunto
duly authorized, in Boston, Massachusetts on December 23, 1998.
FREEDOM SECURITIES CORPORATION
By /s/ John H. Goldsmith
John H. Goldsmith
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signature Title Date
<S> <C> <C>
/s/John H. Goldsmith Director, Chairman December 23, 1998
John H. Goldsmith and Chief Executive Officer
(principal executive officer)
/s/William C. Dennis, Jr. Chief Financial Officer December 23, 1998
William C. Dennis, Jr. (principal financial and
accounting officer)
/s/David V. Harkins Director December 23, 1998
David V. Harkins
/s/C. Hunter Boll Director December 23, 1998
C. Hunter Boll
/s/Thomas M. Hagerty Director December 23, 1998
Thomas M. Hagerty
/s/Seth W. Lawry Director December 23, 1998
Seth W. Lawry
/s/Winston J. Churchill Director December 23, 1998
Winston J. Churchill
/s/John F. Luikart Director December 23, 1998
John F. Luikart
S-1
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/s/David P. Prokupek Director December 23, 1998
David P. Prokupek
/s/Hugh R. Harris Director December 23, 1998
Hugh R. Harris
</TABLE>
HWD: 379082-1
FREEDOM SECURITIES CORPORATION
1998 Employee Purchase Plan
1. Purpose
It is the purpose of this 1998 Employee Stock Purchase Plan to provide
a means whereby eligible employees may purchase Common Stock of Freedom
Securities Corporation (the "Company") and any subsidiaries, as defined below,
through after-tax payroll deductions. It is intended to provide a further
incentive for employees to promote the best interests of the Company and to
encourage stock ownership by employees in order that they may participate in
the Company's economic growth.
It is the intention of the Company that the Plan qualify as an
"employee stock purchase plan" within the meaning of Section 423 of the
Internal Revenue Code (the "Code"), and the provisions of this Plan shall be
construed in a manner consistent with the Code and Treasury Regulations
promulgated thereunder.
2. Definitions
The following words or terms, when used herein, shall have the
following respective meanings:
(a) "Plan" shall mean the 1998 Employee Stock Purchase Plan.
(b) "Company" shall mean Freedom Securities Corporation, a
Delaware corporation.
(c) "Account" shall mean the Employee Stock Purchase Account
established for a Participant under Section 7 hereunder.
(d) "Basic Compensation" shall mean the regular rate of salary or
wages in effect immediately prior to a Purchase Period, before
any deductions or withholdings,
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and including overtime, bonuses and, for commission only
employees, sales commissions, but excluding amounts paid in
reimbursement for expenses.
(e) "Board of Directors" shall mean the Board of Directors of the
Company.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(g) "Committee" shall mean the Compensation Committee appointed by
the Board of Directors.
(h) "Common Stock" shall mean shares of the Company's common
stock, $.01 par value per share.
(i) "IPO" shall mean the date of the closing of the Company's
first public offering of Common Stock made pursuant to an
effective Registration Statement filed with the Securities and
Exchange Commission.
(j) "Eligible Employees" shall mean all persons employed by the
Company or one of its Subsidiaries, but excluding:
(1) Persons who have been employed by the Company or its
Subsidiaries for less than 6 months on the first day
of the Purchase Period;
(2) Persons whose customary employment is less than
twenty hours per week or five months or less per
year;
(3) Persons who are deemed for purposes of Section
423(b)(3) of the Code to own stock possessing 5% or
more of the total combined voting power or value of
all classes of stock of the Company or a Subsidiary;
and
(4) Persons who are subject to the reporting requirements
of Section 16(a) of the Securities Exchange Act of
1934, as amended.
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For purposes of the Plan, employment will be treated as continuing
intact while a Participant is on military leave, sick leave, or other bona fide
leave of absence, for up to 90 days or so long as the Participant's right to
re-employment is guaranteed either by statute or by contract, if longer than 90
days.
(k) "Exercise Date" shall mean the last day of a Purchase Period;
provided, however, that if such date is not a business day,
the Exercise Date shall mean the immediately preceding
business day.
(i) "Holding Period" shall mean the six month period commencing on
the "Exercise Date".
(m) "Participant" shall mean an Eligible Employee who elects to
participate in the Plan under Section 6 hereunder.
(n) Except as provided below, there shall be four (4) "Purchase
Periods" in each full calendar year during which the Plan is
in effect, one commencing on January 1 of each calendar year
and continuing through March 31 of such calendar year, one
commencing on April 1 of each calendar year and continuing
through June 30 of such calendar year, one commencing on
July 1 of each calendar year and continuing through September
30 of such calendar year and one commencing on October 1 of
each calendar year and continuing through December 31 of each
calendar year. The first Purchase Period shall commence
on October 1, 1998. The last Purchase Period shall commence
on October 1, 2007 and end on December 31, 2007.
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(o) "Purchase Price" shall mean 85% of the fair market value of a
share of Common Stock. If the shares of Common Stock are
listed on any national securities exchange, or traded on the
National Association of Securities Dealers Automated
Quotation System ("NASDAQ") National Market System, the fair
market value per share of Common Stock shall be the average
of the closing prices, if any, on the largest such exchange,
or if not traded on an exchange, on NASDAQ National Market
System for the five (5) trading days immediately
preceding the end of the relevant Purchase Period.
If the shares of Common Stock are not listed on any such
exchange or the NASDAQ National Market System, the fair
market value per share of Common Stock shall be the average
of the mean between the "Bid" and the closing "Asked" prices,
if any, as reported in the National Daily Quotation Service
for each of the five (5) trading days immediately preceding
the end of the relevant Purchase Period. If the fair
market value cannot be determined under the preceding
sentences, it shall be determined in good faith by the Board
of Directors.
(p) "Subsidiary" shall mean any present or future corporation
which (i) would be a "subsidiary corporation" of the Company
as that term is defined in Section 424(f) of the Code and (ii)
is designated as a participant in the Plan by the Board.
3. Grant of Option to Purchase Shares.
Each Eligible Employee shall be granted an option effective on the
first business day of each Purchase Period to purchase shares of Common Stock.
The term of the option shall be
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the length of the Purchase Period. The number of shares subject to each option
shall be the quotient of the aggregate payroll deductions in the Purchase
Period authorized by each Participant in accordance with Section 6, divided by
the Purchase Price, but in no event greater than 2,500 shares per option, or
such other number as determined from time to time by the Board of Directors or
the Committee (the "Share Limitation"). Notwithstanding the foregoing, no
employee shall be granted an option which permits his or her right to purchase
shares under the Plan to accrue at a rate which exceeds in any one calendar
year $25,000 of the fair market value of the Common Stock as of the date the
option to purchase is granted.
4. Shares.
There shall be 500,000 shares of Common Stock reserved for issuance to
and purchase by Participants under the Plan, subject to adjustment as herein
provided. The shares of Common Stock subject to the Plan shall be either shares
of authorized but unissued Common Stock or shares of Common Stock reacquired by
the Company and held as treasury shares. Shares of Common Stock not purchased
under an option terminated pursuant to the provisions of the Plan may again be
subject to options granted under the Plan.
The aggregate number of shares of Common Stock which may be purchased
pursuant to options granted hereunder, the number of shares of Common Stock
covered by each outstanding option, and the purchase price for each such option
shall be appropriately adjusted for any increase or decrease in the number of
outstanding shares of Common Stock resulting from a stock split or other
subdivision or consolidation of shares of Common Stock or for other capital
adjustments or payments of stock dividends or distributions or other increases
or
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decreases in the outstanding shares of Common Stock effected without receipt of
consideration by the Company.
5. Administration.
The Plan shall be administered by the Board of Directors or the
Compensation Committee appointed from time to time by the Board of Directors.
The Board of Directors or the Committee, if one has been appointed and
delegated authority hereunder, is vested with full authority to make,
administer and interpret such equitable rules and regulations regarding the
Plan as it may deem advisable. The Board of Directors', or the Committee's, if
applicable, determinations as to the interpretation and operation of the Plan
shall be final and conclusive. No member of the Board of Directors or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted under the Plan.
6. Election to Participate.
An Eligible Employee may elect to become a Participant in the Plan for
a Purchase Period by completing a "Stock Purchase Agreement" form prior to the
first day of the Purchase Period for which the election is made. Such Stock
Purchase Agreement shall be in such form as shall be determined by the Board of
Directors or the Committee. The election to participate shall be effective for
the Purchase Period for which it is made and shall remain effective for
subsequent Purchase Periods until revoked in writing by the Participant. There
is no limit on the number of Purchase Periods for which an Eligible Employee
may be a Participant in the Plan. In the Stock Purchase Agreement, the Eligible
Employee shall authorize regular payroll deductions of any full percentage of
his or her Basic Compensation,
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but in no event less than one percent (1%) nor more than ten percent (10%) of
his or her Basic Compensation, not to exceed $25,000 per year. An Eligible
Employee may not change his or her authorization except as otherwise provided
in Section 9. Options granted to Eligible Employees who have failed to execute
a Stock Purchase Agreement within the time periods prescribed by the Plan will
automatically lapse. By electing to participate each participant agrees to the
Holding Period.
7. Employee Stock Purchase Account.
An Employee Stock Purchase Account will be established for each
Participant in the Plan for bookkeeping purposes, and payroll deductions made
under Section 6 will be credited to such Accounts. However, prior to the
purchase of shares in accordance with Section 8 or withdrawal from or
termination of the Plan in accordance with the provisions hereof, the Company
may use for any valid corporate purpose all amounts deducted from a
Participant's wages under the Plan and credited for bookkeeping purposes to his
Account.
The Company shall be under no obligation to pay interest on funds
credited to a Participant's Account, whether upon purchase of shares in
accordance with Section 8 or upon distribution in the event of withdrawal from
or termination of the Plan as herein provided.
8. Purchase of Shares.
Each Eligible Employee who is a Participant in the Plan automatically
and without any act on his part will be deemed to have exercised his option on
each Exercise Date to the extent that the balance then in his Account under the
Plan is sufficient to purchase at the Purchase Price whole shares of the Common
Stock subject to his option, subject to the Share Limitations and the Section
423(b)(8) limitation described in Section 3. Any balance remaining
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in the Participant's Account shall remain in the Account and be used for the
purchase of Common Stock in future Purchase Periods in accordance with this
Section 8.
9. Withdrawal.
A Participant who has elected to authorize payroll deductions for the
purchase of shares of Common Stock may cancel his or her election by written
notice of cancellation ("Cancellation") delivered to the office or person
designated by the Company to receive Stock Purchase Agreements, but any such
notice of Cancellation must be so delivered not later than ten (10) days before
the relevant Exercise Date.
A Participant will receive in cash, as soon as practicable after
delivery of the notice of Cancellation, the amount credited to his Account. Any
Participant who so withdraws from the Plan may again become a Participant at
the start of the next Purchase Period in accordance with Section 6.
Upon dissolution or liquidation of the Company every option outstanding
hereunder shall terminate, in which event each Participant shall be refunded
the amount of cash then in his Account. If the Company shall at any time merge
into or consolidate with another corporation, the holder of each option then
outstanding will thereafter be entitled to receive at the next Exercise Date,
upon exercise of such option and for each share as to which such option was
exercised, the securities or property which a holder of one share of the Common
Stock was entitled upon and at such time of such merger or consolidation. In
accordance with this paragraph and this Plan, the Board of Directors or
Compensation Committee, if applicable, shall determine the kind or amount of
such securities or property which such
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holder of an option shall be entitled to receive. A sale of all or
substantially all of the assets of the Company shall be deemed a merger or
consolidation for the foregoing purposes.
10. Holding Period and Restriction on Transfer.
As of each Exercise Date, the Company shall cause the ownership of
shares of Common Stock purchased through the exercise of an option granted
under this Plan to be registered in the appropriate name of each participant,
or jointly with spouse if so designated in the share purchase agreement. Such
designation may be changed at any time by completing the appropriate form and
filing it with the party designated by the Company. From each Exercise Date
forward, each participant shall have the rights of a shareholder pursuant to
such shares acquired on each Exercise Date, including the right to vote and
receive dividends. However, during the six-month Holding Period that commences
immediately following each Exercise Date, all shares acquired on that Exercise
Date shall be subject to a restriction prohibiting their transfer, sale,
hypothecation or other constructive use. To effect this restriction during the
Holding Period, all shares acquired under this plan shall be maintained in
Participant accounts, held in nominee name and shall not be released from such
status until the conclusion of the applicable Holding Period. As soon as
practical following the Exercise Date, participants shall be given written
confirmation of the number of shares purchased, the purchase price and the
status of their accounts.
11. Issuance of Shares.
At the conclusion of the Holding Period, the restriction on transfer
set forth in Section 10 above shall automatically lapse. Unless otherwise
requested by the Participant, all shares will automatically remain held in the
Participant's account and remain in the nominee name
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or, if the Company chooses, in its sole discretion, in the Participant's name.
Each Participant shall have the right to request that all shares purchased
under the Plan be transferred to a designated brokerage account. Such request
must be made in writing and filed with the party designated by the Company, and
such account designation may be changed at any time by repeating the process.
At no time under this Plan will the Company be required to issue stock
certificates to Participants pursuant to shares purchased under the Plan.
12. Termination of Employment.
(a) Upon a Participant's termination of employment for any reason,
other than death, no payroll deduction may be made from any
compensation due him and the entire balance credited to his
Account shall be automatically refunded, and his rights under
the Plan shall terminate.
(b) Upon the death of a Participant, no payroll deduction shall be
made from any compensation due him at time of death, the
entire balance in the deceased Participant's Account shall be
paid in cash to the Participant's designated beneficiary, if
any, under a group insurance plan of the Company covering such
employee, or otherwise to his estate, and his rights under the
Plan shall terminate.
13. Rights Not Transferable.
The right to purchase shares of Common Stock under this Plan is
exercisable only by the Participant during his lifetime and is not
transferable, by him. If a Participant attempts to transfer his right to
purchase shares under the Plan, he shall be deemed to have requested
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withdrawal from the Plan and the provisions of Section 9 hereof shall apply
with respect to such Participant.
14. No Guarantee of Continued Employment.
Granting of an option under this Plan shall imply no right of continued
employment with the Company for any Eligible Employee.
15. Notice.
Any notice which an Eligible Employee or Participant files pursuant to
this Plan shall be in writing and shall be delivered personally or by mail
addressed to Freedom Securities Corporation, One Beacon Street, Boston, MA
02108, Attn: General Counsel's Office. Any notice to a Participant or an
Eligible Employee shall be conspicuously posted in the Company's principal
office and other office locations or shall be mailed addressed to the
Participant or Eligible Employee at the address designated in the Stock
Purchase Agreement or in a subsequent writing.
16. Application of Funds.
All funds deducted from a Participant's wages in payment for shares
purchased or to be purchased under this Plan may be used for any valid
corporate purpose provided that the Participant's Account shall be credited
with the amount of all payroll deductions as provided in Section 7.
17. Government Approvals or Consents.
This Plan and any offering and sales to Eligible Employees under it are
subject to any governmental approvals or consents that may be or become
applicable in connection therewith. Subject to the provisions of Section 18,
the Board of Directors of the Company may make
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such changes in the Plan and include such terms in any offering under this Plan
as may be necessary or desirable, in the opinion of counsel, to comply with the
rules or regulations of any governmental authority, or to be eligible for tax
benefits under the Code or the laws of any state.
18. Amendment of the Plan.
The Board of Directors may, without the consent of the Participants,
amend the Plan at any time, provided that no such action shall adversely affect
options theretofore granted hereunder, and provided that no such action by the
Board of Directors without approval of the Company's shareholders may (a)
increase the total number of shares of Common Stock which may be purchased by
all Participants, (b) change the class of employees eligible to receive options
under the Plan, or (c) make any changes to the Plan which require shareholder
approval under applicable law or regulations, including Section 423 of the Code
and the regulations promulgated thereunder.
For purposes of this Section 18, termination of the Plan by the Board
of Directors pursuant to Section 19 shall not be deemed to be an action which
adversely affects options theretofore granted hereunder.
19. Term of the Plan.
The Plan shall become effective on the Effective Date, provided that it
is approved within twelve months after adoption by the Board of Directors by
the affirmative vote of holders of a majority of the stock of the Company
present or represented and entitled to vote at a duly held shareholders
meeting. The Plan shall continue in effect through December 31, 2007, provided,
however, that the Board of Directors shall have the right to terminate the Plan
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at any time, but such termination shall not affect options then outstanding
under the Plan. It will terminate in any case when all or substantially all of
the unissued shares of stock reserved for the purposes of the Plan have been
purchased. If at any time shares of stock reserved for the purposes of the Plan
remain available for purchase but not in sufficient number to satisfy all then
unfilled purchase requirements, the available shares shall be apportioned among
Participants in proportion to the amount of payroll deductions accumulated on
behalf of each Participant that would otherwise be used to purchase stock and
the Plan shall terminate. Upon such termination or any other termination of the
Plan, all payroll deductions not used to purchase stock will be refunded,
without interest.
20. Notice to Company of Disqualifying Disposition; Legend.
By electing to participate in the Plan, each Participant agrees to
notify the Company in writing immediately after the Participant transfers
Common Stock acquired under the Plan, if such transfer occurs within two years
after the first business day of the Purchase Period in which such Common Stock
was acquired. Each Participant further agrees to provide any information about
such a transfer as may be requested by the Company or any subsidiary
corporation in order to assist it in complying with the tax laws. Such
dispositions generally are treated as "disqualifying dispositions" under
Sections 421 and 424 of the Code, which have certain tax consequences to
Participants and to the Company and its participating Subsidiaries. The
Participant further agrees that all stock certificates for Common Stock
purchased under the Plan by the Participant shall be held in his name or
jointly with his spouse, as the case may be, and not in the name of a broker,
nominee or other person or entity for such two-year period, and agrees that
such stock certificates shall bear a legend reflecting
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that such Common Stock was obtained upon the purchase of Common Stock under the
Plan. The Participant acknowledges that the Company may send a Form W-2, or
substitute therefor, as appropriate, to the Participant with respect to any
income recognized by the Participant upon a disqualifying disposition of Common
Stock.
21. Withholding of Additional Income Taxes.
By electing to participate in the Plan, each Participant acknowledges
that the Company and its participating Subsidiaries are, required to withhold
taxes with respect to the amounts deducted from the Participant's compensation
and accumulated for the benefit of the Participant under the Plan and each
Participant agrees that the Company and its participating Subsidiaries may
deduct additional amounts from the Participant's compensation, when amounts are
added to the Participant's account, used to purchase Common Stock or refunded,
in order to satisfy such withholding obligations. Each Participant further
acknowledges that when Common Stock is purchased under the Plan, the Company
and its participating Subsidiaries may be required to withhold taxes with
respect to all or a portion of the difference between the fair market value of
the Common Stock purchased and its purchase price, and each Participant agrees
that such taxes may be withheld from compensation otherwise payable to such
Participant. It is intended that tax withholding will be accomplished in such a
manner that the full amount of payroll deductions elected by the Participant
under Section 6 will be used to purchase Common Stock. However, if amounts
sufficient to satisfy applicable tax withholding obligations have not been
withheld from compensation otherwise payable to any Participant, then,
notwithstanding any other provision of the Plan, the Company may withhold such
taxes from the Participant's accumulated payroll deductions and apply the net
amount to
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the purchase of Common Stock, unless the Participant pays to the Company, prior
to the exercise date, an amount sufficient to satisfy such withholding
obligations. Each Participant further acknowledges that the Company and its
participating Subsidiaries may be required to withhold taxes in connection with
the disposition of stock acquired under the Plan and agrees that the Company or
any participating subsidiary may take whatever action it considers appropriate
to satisfy such withholding requirements, including deducting from compensation
otherwise payable to such Participant an amount sufficient to satisfy such
withholding requirements or conditioning any disposition of Common Stork by the
Participant upon the payment to the Company or such subsidiary of an amount
sufficient to satisfy such withholding requirements.
22. General.
Whenever the context of this Plan permits, the masculine gender shall
include the feminine and neuter genders.
Adopted by the Board of Directors: March 8, 1998.
Approved by the Stockholders: March 8, 1998.
HWD: 261385-5
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