AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 19, 1999.
REGISTRATION NO. 333- _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
JWGENESIS FINANCIAL CORP.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
<S> <C> <C>
FLORIDA 6211 65-0811010
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
980 NORTH FEDERAL HIGHWAY, SUITE 210
BOCA RATON, FLORIDA 33432
(561) 338-2600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOEL E. MARKS
VICE CHAIRMAN AND CHIEF OPERATING OFFICER
1117 PERIMETER CENTER WEST, SUITE 500E
ATLANTA, GA 30338
(770) 399-8805
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
COPIES TO:
W. RANDY EADDY, ESQUIRE
KILPATRICK STOCKTON LLP
1100 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309-4530
(404) 815-6500
Approximate date of commencement of proposed sale to the public: FROM TIME
TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /x/
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 the earlier effective
registration statement for the same offering. / / ____________
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 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. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE <F1> OFFERING PRICE <F1> REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par 600,000 shares $15 $9,000,000 $2,502
value per share
==================================================================================================================================
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act.
</FN>
</TABLE>
<PAGE>
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
JWGENESIS FINANCIAL CORP.
-------------------------------
600,000 SHARES OF COMMON STOCK
----------------------------------
We are JWGenesis Financial Corp., a holding company incorporated in
Florida and engaged in the investment banking and securities business. The
600,000 shares of our common stock, $.001 par value, that may be sold from time
to time using this Prospectus are comprised of 600,000 shares of common stock
that may be offered for resale by John Elway, Sanford D. Greenberg, and Jeffrey
Sperbeck, or their respective possible assignees or transferees (collectively,
the "Selling Shareholders"), upon the exercise of options they own to purchase
such number of shares of common stock. We will not receive any of the proceeds
from the sale of the shares, but will receive the exercise price paid to acquire
shares upon any exercise of the stock options.
We have agreed to bear all expenses (other than the fees or expenses of
counsel or any other personal representative of any Selling Shareholder) in
connection with the preparation and use of this Prospectus. We will not pay any
commissions, discounts, or other fees to underwriters, broker dealers, or any
other person who may assist a Selling Shareholder in making a sale. We have
agreed to indemnify Messrs. Elway, Greenberg, and Sperbeck, and they have agreed
to indemnify us, against certain liabilities under the Securities Act of 1933,
as amended (the "Securities Act"). See "Plan of Distribution".
The Selling Shareholders may sell their stock from time to time in a
variety of ways, including:
o underwritten offerings;
o ordinary brokerage transactions at prices at or near
the market price; and
o transactions on terms that may be negotiated at the
time of sale.
The Selling Shareholders may pay usual and customary or specifically
negotiated underwriting discounts, brokerage fees, or commissions in connection
with such sales. To the extent required, the specific shares to be sold, the
terms of the offering, including price, the name of any broker-dealer or
underwriter, and any applicable commission, discount, or other compensation with
respect to a particular sale will be set forth in a supplement that we may
prepare to accompany this Prospectus in the future. See "Plan of Distribution".
Our common stock is traded under the symbol "JWG" on the American Stock
Exchange ("AMEX"). On October 13, 1999, the last sale price of the common stock
as reported by the AMEX was $15.125 per share.
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 8
OF THIS PROSPECTUS.
---------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is October ___, 1999.
<PAGE>
TABLE OF CONTENTS
PAGE
<PAGE>
Where You Can Find More Information.................2
Forward-Looking Statements..........................3
Price Range of Common Stock.........................5
Risk Factors........................................8
Selling Shareholders...............................14
Plan of Distribution...............................15
Legal Matters......................................16
Experts............................................16
---------------------------------
WHERE YOU CAN FIND MORE INFORMATION
This Prospectus is part of a registration statement on Form S-3 that we
have filed with the Securities and Exchange Commission (the "SEC") covering the
shares of our common stock that the Selling Shareholders may offer for resale.
The SEC's file number for that registration statement is 333-[_____].
We file annual, quarterly, and current reports, proxy statements, and
other information with the SEC. You may read and copy any materials we file with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. For information on the operation of the Public Reference
Room, call the SEC at 1-800-SEC-0330. You can also obtain reports, proxy
statements, and other information regarding issuers that file electronically
with the SEC from the SEC's Internet site (http://www.sec.gov).
The SEC allows us to "incorporate by reference" information filed with
them, which means that we can disclose important information to you by referring
you directly to those documents. The information incorporated by reference is
considered to be a part of this Prospectus. In addition, information we file
with the SEC in the future will automatically update and supersede information
contained in this Prospectus and any accompanying Prospectus supplement. Any
information so updated or superseded shall not be deemed, except as so updated
or superseded, to be a part of this Prospectus. We incorporate by reference the
documents listed below and any future filings made with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until all of
the shares of common stock described in this Prospectus are sold or the offering
of the shares covered by this Prospectus is terminated:
(i) Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
(ii) Current Report on Form 8-K, dated March 3, 1999, filed with the
SEC on March 18, 1999;
(iii) Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
(iv) Current Report on Form 8-K, dated April 16, 1999, filed with the
SEC on April 30, 1999;
(v) Proxy Statement dated May 18, 1999, in connection with the 1999
Annual Meeting of Shareholders;
(vi) Current Report on Form 8-K, dated June 1, 1999, filed with the SEC
on June 15, 1999;
2
<PAGE>
(vii) Quarterly Report on Form 10-Q for the quarter ended June 30,
1999;
(viii) Current Report on Form 8-K/A, dated June 1, 1999, filed with the
SEC on August 13, 1999; and
(ix) Current Report on Form 8-K, dated July 15, 1999, filed with the
SEC on August 13, 1999.
We will provide you with free copies of any of these documents or any
other documents that have been incorporated by reference in this Prospectus,
without exhibits, unless an exhibit is incorporated into the document by
reference, if you write us or call us at: JWGenesis Financial Corp., 1117
Perimeter Center West, Suite 500E, Atlanta, GA 30338, Attention: Joel E. Marks,
telephone (770) 399-8805.
FORWARD-LOOKING STATEMENTS
From time to time, information we provide or statements of our
directors, officers, or employees may be "forward-looking statements" under the
Private Securities Litigation Reform Act of 1995. Those statements involve
numerous risks and uncertainties. Typically, such information or statements
contain the words "believes", anticipates", "intends", "expects", or similar
words. In any event, any information or statements made or incorporated by
reference in this Prospectus that are not statements of historical fact are
forward-looking statements. Such forward-looking statements in this Prospectus,
and others that we or our representatives make, are based on a number of
assumptions and involve risks and uncertainties. Consequently, actual results
could differ materially. The factors we describe under the heading "Risk
Factors" are some, but not all, of the reasons that results could be different.
3
<PAGE>
THE COMPANY
We are a publicly held, diversified financial services holding company
engaged primarily in securities brokerage and investment banking. Our principal
operating subsidiaries are JWGenesis Securities, Inc., JWGenesis Capital
Markets, Inc., Corporate Securities Group, Inc., and GSG Securities, Inc. All of
our operating subsidiaries are owned through our wholly-owned subsidiary,
JWGenesis Financial Services, Inc. We operate a full-service securities
brokerage and investment banking business which offers "one-stop-shopping" for
our customers and clients. Our company:
o offers a wide range of securities brokerage and investment
services to a diversified client base; and
o provides investment banking services to corporate
and institutional clients and high net worth
individuals.
JWGenesis Securities is a New York Stock Exchange ("NYSE") member firm
with branch offices in South Florida, California, Georgia, and New York.
JWGenesis Securities' branches are typically owned and managed by JWGenesis, and
its brokers are "full-service" oriented and receive compensation packages that
are competitive with most regional and national wire-house brokerage firms.
JWGenesis Capital Markets is a New York firm that specializes in investment
banking services and institutional research and sales. Corporate Securities
Group, a National Association of Securities Dealers, Inc. ("NASD") member firm,
is a general securities broker dealer that offers a full array of investment
products and services to a variety of clients through a national network of
independently owned offices. Corporate Securities Group offices vary in size
from one investment professional to many. GSG Securities, also a NASD member
firm, is a general securities broker dealer that offers a full array of
investment products and services primarily through its branch offices located in
Colorado, California, Florida, Illinois, and New York. GSG Securities brokers,
many of whom enter the business through GSG Securities' in-house training
program, are "full service"-oriented and receive compensation packages that are
competitive with most similarly situated firms. Another of our subsidiaries, DMG
Securities, Inc., is also engaged in the securities brokerage business.
Our activities generate revenue primarily in the form of commission and
fee income, market making and principal transactions revenues, and interest
income. We also derive revenues from corporate finance and other capital markets
transactions, insurance brokerage services, and consulting services.
JWGenesis was incorporated as a Florida corporation in January 1998. In
a statutory share exchange on June 12, 1998 (which is similar to a merger), it
acquired and succeeded to the business and operations of JWGenesis Financial
Services, then known as JW Charles Financial Services, Inc. ("JWCFS"), which had
been incorporated as a Florida corporation in December 1983. As a result of
earlier acquisitions by JWCFS, a significant segment of our business encompasses
operations that date back to 1973.
4
<PAGE>
THE OFFERING
This Prospectus relates to the proposed offer and sale by persons, who
are called the "Selling Shareholders", of shares of our common stock that they
will own when and if they exercise their outstanding stock options. An aggregate
of 600,000 shares are issuable pursuant to such options, which are currently
owned by John Elway, Sanford D. Greenberg, and Jeffrey Sperbeck, and all such
shares are covered by this Prospectus for such offers and sales as Messrs.
Elway, Greenberg, and Sperbeck (or their respective possible transferees or
assignees, who are included among the Selling Shareholders) may make from time
to time. We will not receive any proceeds from the sale by a Selling Shareholder
of any shares; the Selling Shareholders will receive all such proceeds. We will
receive, however, the exercise price paid upon exercise of any of the options.
As of October 7, 1999, there were issued and outstanding a total of
5,952,782 shares of our common stock. In addition to the options owned by the
Selling Shareholders, there were also outstanding options or other rights to
purchase or acquire an aggregate of 2,703,223 shares of common stock from us
under certain conditions.
PRICE RANGE OF COMMON STOCK
Our common stock trades on AMEX under the symbol "JWG". The following
table sets forth, for the periods indicated, the quarterly high and low sales
price information related to trading in our common stock (and, for the period
prior to our replacement of JWCFS as the public company on June 12, 1998, as a
result of the statutory share exchange, the shares of common stock of JWCFS) on
the AMEX or on The Nasdaq Small-Cap Market (where such shares were previously
traded prior to the listing on the AMEX on May 8, 1997). Such information has
been obtained from AMEX or Nasdaq, respectively. All per share prices have been
adjusted to reflect our three-for-two stock split effected in the form of a 50%
stock dividend on February 7, 1997.
<TABLE>
<CAPTION>
SALES PRICE
--------------------------------
HIGH LOW
-------------- --------------
<S> <C> <C>
1997
First Quarter $12.50 $7.17
Second Quarter 10.13 6.00
Third Quarter 8.88 7.25
Fourth Quarter 15.88 8.38
1998
First Quarter $13.75 $11.38
Second Quarter 12.75 9.88
Third Quarter 11.50 6.13
Fourth Quarter 7.75 5.25
1999
First Quarter $13.75 $5.94
Second Quarter $21.63 $10.00
Third Quarter $19.00 $12.63
Fourth Quarter (through October 13, 1999) $16.50 $14.75
</TABLE>
The closing sales price for the on stock on October 13, 1999 was $15.125
5
<PAGE>
RECENT DEVELOPMENTS
MVP.COM (SM) JOINT VENTURE
On August 4, 1999, we announced the formation of a joint venture with
an affiliate of John Elway to form mvp.com, Inc., an Internet business venture
intended to meet its users' sports, fitness, nutrition, athletic, and lifestyle
improvements needs. The mvp.com website will be located at www.mvp.com. We and
an affiliate of Mr. Elway (through which his interest is owned) each contributed
$1,000,000 in start-up capital to the venture for our respective initial 50%
ownership interests. We have subsequently allowed select key executives of our
Company to purchase, at the same price we paid, 15% of our 50% interest in
mvp.com (i.e., a total of 7.5% of mvp.com), so that we now own directly 42.5% of
mvp.com. We have, however, imposed forfeiture and other restrictions on those
interests we sold in order to ensure that we derive the benefits we sought in
permitting those executives to participate in our ownership of mvp.com. (Mr.
Elway's affiliate has transferred a portion of its initial interest such that it
now owns 44.4% of mvp.com.) mvp.com requires additional capital to fund its plan
of business, which it is seeking to raise in part through a private equity
offering that will dilute ratably our current ownership percentages.
In connection with the organization of mvp.com, we entered into a
stockholders agreement with Mr. Elway's affiliate, pursuant to which each of us
agreed to certain arrangements for the management of mvp.com, restrictions on
the transfer of our respective shares in mvp.com, voting requirements for
certain fundamental corporate actions, and other special matters. The
stockholders agreement also contains certain buy-sell, right of first refusal,
and non-competition provisions.
Mr. Elway serves as mvp.com's Co-Chairman, along with Marshall T.
Leeds, who is our Chairman and Chief Executive Officer. Mr. Elway has stated his
intention to commit significant time to the business of mvp.com, and has entered
into a five-year agreement with mvp.com to serve as a corporate spokesman and to
grant a non-exclusive license to mvp.com to use his name, image, and likeness
for certain promotional purposes. Joel E. Marks, our Vice Chairman and Chief
Operating Officer, serves as Chief Operating Officer of mvp.com to supervise and
direct all day-to-day development and operational matters for the foreseeable
future. We are leading the process of developing mvp.com's business plan, and
intend to launch the vortal (a vertical portal) for mvp.comsm services in
January 2000, in connection with the Super Bowl Championship.
Also on August 4, 1999, we announced that Mr. Elway has entered into a
five-year employment agreement to serve as a corporate spokesman for our
financial services business. Mr. Elway's compensation for such services consists
entirely of options to purchase 500,000 shares of our common stock, at a price
of $13.40 per share, which was the market price of the common stock when Mr.
Elway indicated his intent to negotiate a binding agreement. (Mr. Elway assigned
a portion of those options to Mr. Greenberg and Mr. Sperbeck -- for an aggregate
of 40,000 shares and 10,000 shares, respectively.) In addition to requiring
personal appearances by Mr. Elway at certain of our functions and promotional
events, Mr. Elway's employment agreement contains non-competition provisions and
grants us a non-exclusive license to use Mr. Elway's name, image, and likeness
for promotional purposes. The license expires on July 15, 2004, or, if Mr. Elway
earlier terminates the employment agreement, then six months thereafter.
THE JWG CLEARING SALE
On June 1, 1999, we consummated a Stock Purchase Agreement with Fiserv,
Inc. ("Fiserv") and its wholly owned subsidiary Fiserv Clearing, Inc. ("Fiserv
Clearing") for the sale of our operating subsidiary JWGenesis Clearing Corp.
("JWG Clearing") to Fiserv Clearing for approximately $59 million in cash. JWG
Clearing functioned primarily as our securities clearing, execution, and back
office services unit, and only those operations comprised JWG Clearing at the
time the sale was consummated.
6
<PAGE>
In connection with the sale, (i) we entered into a Transition Services
Agreement pursuant to which we are continuing to provide certain assistance and
services to JWG Clearing and Fiserv Clearing, and are permitting JWG Clearing
and Fiserv Clearing to use certain of our facilities during a transition period
for a monthly fee approximating our costs; (ii) we agreed not to compete for ten
years in the securities clearing and execution business and not to solicit
personnel of JWG Clearing or Fiserv and its affiliates; and (iii) we agreed,
subject to certain limitations and exclusions (primarily related to our
independent contractor registered representatives, possible future acquisitions,
and a one-year phase-in period), to use and cause our subsidiaries and
affiliates to use the clearing services of designated Fiserv affiliates for at
least 90% of their securities brokerage transactions, and, in the case of our
independent contractor registered representatives, to impose a surcharge on
certain such transactions that are not cleared through a Fiserv affiliate,
during the 10-year period following the sale. We have the right, however, to be
released from the above obligations to use Fiserv affiliates or to impose a
surcharge by repaying to Fiserv a portion of the sales price based on a
prescribed formula that takes into account the price paid in the sale and the
amount of clearing services business then being generated by the Company or its
affiliate seeking the release.
As a result of the sale and the above agreements, we ceased providing
clearing services, both to third party correspondents (such as broker dealers,
banks, and other financial institutions) and for our own securities brokerage
transactions.
Detailed information about the sale of JWG Clearing, including pro
forma financial information that gives effect to that transaction, is included
in our Current Reports on Form 8-K and Form 8-K/A, each dated June 1, 1999,
filed with the SEC on June 15, 1999 and August 13, 1999, respectively, that are
incorporated by reference into this Prospectus.
7
<PAGE>
RISK FACTORS
AN INVESTMENT IN THE SHARES OFFERED HEREBY INVOLVES A SIGNIFICANT
DEGREE OF RISK. IN DECIDING WHETHER TO PURCHASE THE SHARES OFFERED HEREBY,
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATION CONTAINED
IN THIS PROSPECTUS, INCLUDING THE FOLLOWING FACTORS THAT MAY AFFECT OUR CURRENT
OPERATIONS AND FUTURE PROSPECTS.
The volatile nature of the securities business may cause us to have lower
- --------------------------------------------------------------------------------
commissions and revenues.
- -------------------------
Sudden sharp declines in securities' market values and the failure of
issuers and counterparties to perform their obligations can result in illiquid
markets which can make it difficult for us to sell securities, hedge our
securities positions, and invest funds under our management. These negative
market conditions, if prolonged, may also lower our revenues from investment
banking and other activities. As a result of the varied risks associated with
the securities business, which are beyond our control, our commissions and other
revenues could be adversely affected. Revenue reductions and losses resulting
from securities underwriting or ownership could have a material adverse effect
on our results of operations and financial condition. In addition, our revenues
and operating results may fluctuate from quarter to quarter and from year to
year because of these risks.
The securities business is, by its nature, subject to significant
risks-- particularly in volatile or illiquid markets. These risks include the
risks of:
<TABLE>
<C> <S> <C> <S>
o trading losses; o losses resulting from the ownership
o counterparty failure to meet commitments; or underwriting of securities;
o employee fraud; o customer fraud;
o errors and misconduct; o issuer fraud; and
o litigation; o failures in connection with the processing
of securities transactions.
</TABLE>
Our principal business activities are retail securities brokerage and
investment banking. These businesses are highly competitive and subject to
various risks, volatile trading markets, and fluctuations in the volume of
market activity. The securities business is directly affected by many broad
factors, including:
<TABLE>
<C> <S> <C> <S>
o economic and political conditions o broad trends in business and finance
o legislation and regulation affecting the o currency values market conditions
business and financial communities o the credit capacity or perceived
o inflation creditworthiness of the securities industry in the
o the availability and cost of short-term or marketplace
long-term funding and capital o interest rate levels and volatility.
</TABLE>
These and other factors can contribute to lower price levels for
securities and illiquid markets. Lower price levels of securities may result in:
o reduced securities transactions volumes, with a correlative
reduction in commission revenues;
o losses from declines in the market value of securities held in
trading, investment, and underwriting positions; and
o reduced management fees calculated as a percentage of assets
managed.
8
<PAGE>
In low volume periods, profitability levels are further adversely affected
because certain expenses remain relatively fixed.
The financial industry is highly competitive, and we may not be able to continue
- --------------------------------------------------------------------------------
to compete successfully.
- -----------------------
Our continued profitability will depend on our ability to compete
successfully in the highly competitive financial industry. We compete directly
with national and regional full service broker-dealers and, to a lesser extent,
with discount brokers, dealers, investment banking firms, investment advisors,
and certain commercial banks. The financial services industry has become
considerably more concentrated as numerous securities firms have either ceased
operations or have been acquired by or merged into other firms. These mergers
and acquisitions have increased competition from these firms, many of which have
significantly greater equity capital and financial and other resources than we
do. With respect to retail brokerage activities, certain regional firms with
which we compete have operated in certain markets longer than we have and have
established long-standing client relationships. In addition, we expect
competition from commercial banks to increase because of recent and anticipated
legislative and regulatory initiatives in the United States to remove or relieve
certain restrictions on commercial banks' securities activities. We also compete
with others in the financial services industry in recruiting new employees and
retaining current employees.
We expect to face increasing competition from companies offering
electronic brokerage services, which is a rapidly developing industry. These
competitors may have lower costs or provide fewer services, and may offer
certain customers more attractive pricing or other terms, than we offer. We also
anticipate competition from underwriters which attempt to conduct public
offerings for emerging growth companies through new means of distribution,
including transactions using electronic media such as the Internet. In addition,
disintermediation may occur as issuers attempt to sell their securities directly
to purchasers, including sales using electronic media such as the Internet. To
the extent that issuers and purchasers of securities transact business without
the assistance of financial intermediaries like us, our operating results could
be adversely affected.
Departures of our key personnel or directors may harm our ability to operate
- --------------------------------------------------------------------------------
successfully.
- ------------
The loss of any key employee could impair our ability to grow or
operate profitably. Most aspects of the our business are dependent on highly
skilled individuals. We devote considerable resources to recruiting, training,
and compensating these individuals. In addition, one component of our strategy
is to increase market penetration by recruiting experienced investment
consultants. We cannot assure that these recruiting efforts will be
successful--or, if successful, that they will enhance our business, results of
operations, or financial condition.
COMPETITION FOR PROFESSIONAL EMPLOYEES. From time to time, our
employees may leave to pursue other opportunities. We have experienced losses of
research, investment banking, and sales and trading professionals. Competition
for key personnel is intense. We cannot assure that losses of key personnel due
to such competition, or for other reasons, will not occur in the future.
LIMITATIONS OF EMPLOYEE RETENTION MECHANISMS. We depend on many key
employees, and in particular on our senior executive officers: Marshall T.
Leeds, our Chairman, President, and Chief Executive Officer; and Joel E. Marks,
our Vice Chairman and Chief Operating Officer -- each of whom has an employment
agreement with us.
9
<PAGE>
Although we generally do not have employment agreements with our
employees, we attempt to retain employees with incentives such as long-term
deferred compensation plans, stock issuances conditioned on continued
employment, and options to buy stock that vest over a number of years of
employment. These incentives, however, may be insufficient in light of the
increasing competition for experienced professionals in the securities industry,
particularly if our stock price were to decline, or fail to appreciate
sufficiently. If that happened, our long-term deferred compensation plans might
no longer be a competitive incentive for our key employees to stay with us.
If we are not able to maintain our outside sources of financing, our
- --------------------------------------------------------------------------------
profitability may be adversely affected.
- ---------------------------------------
We cannot assure that adequate financing to support our business will
be available in the future on attractive terms, or at all. Like other companies
in the securities industry, we rely on external sources to finance a significant
portion of our day-to-day operations, principally customer margin account
balances and certain transactions. Our principal cash and liquidity sources are
commissions, trading profits and collateralized bank loans. Liquidity management
includes the monitoring of assets available to hypothecate or pledge against
short-term borrowings. We maintain working capital credit lines aggregating
approximately $12.0 million. The financing available to us varies depending on
market conditions, the volume of certain trading activities, credit ratings,
credit capacity, and the overall availability of credit to the financial
services industry.
Net capital requirements imposed by regulatory agencies may impair our
- --------------------------------------------------------------------------------
profitability and restrict our growth.
- -------------------------------------
The SEC, the NYSE, the NASD, and various other regulatory bodies in the
United States have rules with respect to net capital requirements that could
limit our ability to grow and remain profitable. These rules require that at
least a substantial portion of a broker-dealer's assets be kept in cash or
highly liquid investments. Our broker-dealer subsidiaries must comply with the
net capital requirements, which could limit operations that require intensive
use of capital, such as underwriting or trading activities. These rules could
also restrict our ability to withdraw capital from our broker-dealer
subsidiaries, even in circumstances where these subsidiaries have more than the
minimum amount of required capital. This, in turn, could limit our ability to
pay dividends, implement our strategies and pay interest on and repay the
principal of our debt. In addition, a change in these rules, or the imposition
of new rules, affecting the scope, coverage, calculation, or amount of the net
capital requirements, could have similar adverse effects. Significant operating
losses or any unusually large charge against net capital could also have a
similar material adverse effect.
Our dependence on communication and computer systems makes us vulnerable to
- --------------------------------------------------------------------------------
service disruptions and failures.
- --------------------------------
Our business is highly dependent on communication and information
systems. If these systems fail or are interrupted, our securities trading
activities could experience delays, and we might be unable to execute client
transactions. This could have a material adverse effect on our operating
results. We cannot assure that we will not suffer any systems failures or
interruptions. These failures or interruptions could have many causes, including
earthquakes, fires, other natural disasters, power or telecommunications
failures, acts of God, or acts of war. Nor can we assure that our back-up
procedures and capabilities will be adequate if any failures or interruptions
occur.
10
<PAGE>
Our computer systems, or those of our service providers, suppliers, or
- --------------------------------------------------------------------------------
customers, may not operate properly on year 2000-sensitive dates.
- ----------------------------------------------------------------
The "year 2000 issue" arises from the widespread use of computer
programs that rely on two-digit date codes to perform computations or
decision-making functions. Many of these programs may fail due to an inability
to properly interpret date codes beginning January 1, 2000. For example, such
programs may misinterpret "00" as the year 1900 rather than 2000. In addition,
some equipment controlled by microprocessor chips may not deal appropriately
with the year "00". We have evaluated our computer systems to determine which
modifications and expenditures were necessary to make our systems compatible
with year 2000 requirements. We believe that our systems are year
2000-compliant.
We can not assure, however, that all necessary modifications have been
identified and corrected or that unforeseen difficulties or costs will not
arise. In addition, we cannot assure that the systems of other companies on
which our systems rely will be modified on a timely basis, or that the failure
by another company to properly modify its systems will not negatively impact our
systems or operations.
A decline in trading of growth company securities may cause a decrease in our
- --------------------------------------------------------------------------------
revenues.
- ---------
Our brokerage transaction revenues are generally substantially lower
when public offering levels and trading activities of emerging growth company
securities declines. We derive a significant portion of our revenues from
brokerage transactions in growth company securities. In the past, brokerage
transaction revenues have declined when underwriting activities in these
industry sectors declined, the volume of trading on Nasdaq declined, or when
industry sectors or individual companies reported results below investors'
expectations.
Governmental regulation may impair our profitability and restrict our growth.
- -----------------------------------------------------------------------------
The securities industry and our business is extensively regulated by
the SEC, state securities regulators, and other governmental regulatory
authorities, and this regulation may decrease our profitability or restrict our
growth. Industry self-regulatory organizations ("SROs"), including the NASD, the
NYSE, the AMEX, and other exchanges, also regulate our broker-dealer
subsidiaries. Compliance with many of the regulations applicable to us and our
subsidiaries involves a number of risks, particularly in areas where applicable
regulations may be subject to varying interpretation. If we do not comply with
an applicable regulation, governmental regulators and SROs may institute
administrative or judicial proceedings. In that event, we face many penalties,
including:
<TABLE>
<C> <S> <C> <S>
o censure o cease-and-desist orders
o civil penalties (including treble damages in o the deregistration or suspension of the
the case of insider trading violations) non-compliant broker-dealer's officers or
o fines employees.
</TABLE>
Our operating results and financial condition may suffer material adverse
consequences if these penalties or orders are imposed on us.
The regulatory environment could also change. We may be adversely
affected by new or revised legislation or regulations imposed by the SEC, other
federal or state governmental regulatory authorities, or SROs. We also may be
adversely affected by changes in the interpretation or enforcement of existing
laws and rules by these governmental authorities and SROs.
11
<PAGE>
Losses from underwriting and trading could decrease our net profit.
- -------------------------------------------------------------------
We conduct our underwriting, securities trading, and market-making
activities as a principal. These activities subject our capital to significant
risks, including market, credit, counterparty, and liquidity risks. These
activities often involve purchasing, selling, or short-selling securities as a
principal in relatively illiquid markets or markets that suffer from rapidly
fluctuating liquidity. From time to time, we have large position concentrations
in a single issuer's securities, or commitments to a single issuer, or issuers
in a specific industry, particularly as a result of underwriting activities. Our
trading positions and underwriting activities are concentrated in a more limited
number of industry sectors and portfolio companies than many other investment
banks, which might result in higher trading losses than would occur if our
positions and activities were less concentrated. In addition, there is a trend
in all major capital markets--for competitive and other reasons--toward larger
commitments from lead underwriters. This means that, from time to time, an
underwriter (including a co-manager) may retain significant position
concentrations in individual securities.
Unfavorable financial or economic conditions would likely reduce the
number and size of transactions in which we provide underwriting, mergers and
acquisitions advisory services and other related services. Our investment
banking revenues, in the form of underwriting discounts and financial advisory
fees, are directly related to the number and value of the transactions in which
we participate and would therefore be adversely affected by a market downturn.
The costs of litigation and securities laws compliance could impair our
- --------------------------------------------------------------------------------
profitability.
- --------------
Many aspects of our business involve substantial liability risks.
Underwriters are exposed to substantial liability under federal and state
securities laws and other federal and state laws. Court decisions, including
decisions on underwriters' liability and limitations on indemnification of
underwriters by issuers, also expose us to liability. For example, an
underwriter may be held liable for material misstatements or omissions of fact
in a prospectus used to offer securities, or for statements made by its
securities analysts or other personnel.
INCREASING FREQUENCY OF SECURITIES LITIGATION. In recent years,
litigation involving the securities industry has increased, including class
actions in which substantial damages are at stake. Our underwriting activities
usually involve offerings of emerging and mid-size growth company securities,
which often involve higher risk and are more volatile than the securities of
more established companies. In comparison with more established companies,
emerging and mid-size growth companies are also more likely to be defendants in
securities class actions, to carry directors and officers liability insurance
policies with lower limits (or no such insurance), and to become insolvent.
These factors increase the likelihood that a company underwriting an emerging or
mid-size growth company's securities will be required to contribute to an
adverse judgment or settlement of a securities lawsuit.
FREQUENT CLAIMS AGAINST UNDERWRITERS. The plaintiffs' attorneys in
securities class action lawsuits frequently name the managing underwriters of a
public offering as defendants. We have not been a named defendant in any class
action lawsuit relating to public offerings in which we were a managing
underwriter. Plaintiffs' attorneys also may name investment banks providing
advisory services in corporate finance transactions as defendants. We are not a
defendant in any such lawsuit. We anticipate, however, that securities class
action lawsuits naming us as a defendant may be filed from time to time in the
future, particularly if we increase our activity as managing underwriters or
corporate finance advisors. In such lawsuits, all members of the underwriting
12
<PAGE>
syndicate typically are included as defendant class members or are required by
law, or pursuant to the terms of the underwriting agreement, to bear a portion
of any expenses or losses (including amounts paid in settlement of the
litigation) incurred by the underwriters as a group in litigating the claim, to
the extent not covered by the securities issuer's indemnification obligation. If
we became a party to such a lawsuit, our assets would be subject to risks. If
the plaintiffs in any suits against us were successful, or if we settled such
suits by making significant payments to the plaintiffs, our operating results
and financial condition could be materially and adversely affected. As is common
in the securities industry, we do not carry insurance that would cover any such
payments. In addition, our charter documents allow indemnification of our
officers, directors, and agents to the maximum extent permitted under Florida
law. If our officers, directors, or agents are named as defendants in securities
litigation, they may demand indemnification from us under these charter document
provisions.
In addition, the laws relating to securities class actions are
currently in a state of flux. The eventual impact of the Private Securities
Litigation Reform Act of 1995 on securities class action litigation is not
known.
DIVERSION OF MANAGEMENT ATTENTION. In addition to these financial costs
and risks, defending litigation can, to a certain extent, divert the efforts and
attention of our management and staff. Our management and other employees may
have to devote substantial time defending litigation, which might materially
divert their attention from other responsibilities. Securities class action
litigation in particular is highly complex and can extend for a protracted
period of time, consuming substantial management time and effort and
substantially increasing the cost of such litigation.
RISKS ASSOCIATED WITH OTHER DISPUTES. In the normal course of business,
we are defendants in various civil actions and arbitrations arising out of our
broker-dealer and underwriting activities, in our role as an employer, and as a
result of other business activities. We have made significant payments to
resolve disputed claims in the past, and we cannot assure that we will not make
significant payments to resolve disputed claims in the future.
If we are not able to effectively manage our growth, our profitability and
- --------------------------------------------------------------------------------
further growth may be impaired.
- -------------------------------
Any difficulty or significant delay in implementing or operating our
existing systems or any new ones, or in training our personnel, could adversely
affect our ability to manage growth and, thus, our profitability. Over the past
several years, we have experienced significant growth in our business activities
and size, and we expect we will continue to grow in the future. Our growth
requires and will continue to require increased investments in management
personnel, financial and management systems and controls, and facilities. If our
revenue does not also continue to grow, our operating margins would decline due
to these increased expenses. In addition, as is common in the securities
industry, we depend on the effective and reliable operation of our
communications and information systems. We believe that our current and
anticipated future growth will require us to implement new and enhanced
communications and information systems, and to train our personnel to operate
the new systems.
13
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth the names of the Selling Shareholders,
the number of shares beneficially owned by such Selling Shareholder as of
October 7, 1999, the percentage of our total outstanding common stock owned by
each Selling Shareholder as of October 7, 1999, and the maximum number of shares
that may be offered for sale by such Selling Shareholder pursuant to this
Prospectus. An aggregate of 600,000 shares of common stock are covered for
possible sale by Selling Shareholders using this Prospectus, all of which are
currently issuable pursuant to stock options that are exercisable in whole or in
part, from time to time, until and through July 15, 2004. The Company will
receive the proceeds from each exercise of an option, but not from any sale of
the shares purchased upon such exercise. Except as set forth in the footnotes to
the table below, no Selling Shareholder has had any position, office, or other
material relationship with the Company or any of its predecessors or affiliates
within the past three years.
<TABLE>
SHARES OWNED PRIOR TO PERCENTAGE PRIOR TO SHARES OFFERED FOR
OFFERING <F1> OFFERING <F2> SALE
<S> <C> <C> <C>
John Elway <F3>.....................................450,000 7.0 450,000
Sanford D. Greenberg <F4>...........................140,000 2.3 140,000
Jeffrey Sperbeck <F5>................................10,000 * 10,000
- ------------------------
* Denotes less than 1%.
<FN>
<F1> Includes for each person shares underlying presently exercisable stock
options to purchase shares of common stock at an exercise price of $13.40
per share, consisting of 450,000, 140,000, and 10,000 shares for Messrs.
Elway, Greenberg, and Sperbeck, respectively.
<F2> Based on 5,952,762 shares outstanding as of October 7, 1999, but also
treating as outstanding with respect to each particular Selling Shareholder
the number of additional shares that such person is deemed to own
beneficially as a result of any right to acquire such shares within the
next 60 days.
<F3> Mr. Elway is Co-Chairman of, and beneficially owns 44.4% of, our affiliate
mvp.com, Inc. Mr. Elway has also been employed as a spokesperson for us
since July 15, 1999.
<F4> Mr. Greenberg holds a management position in our subsidiary GSG Securities,
Inc., where he has been employed since January 1, 1999. Mr. Greenberg was
instrumental in facilitating the formation of the mvp.com joint-venture
between us and Mr. Elway.
<F5> Mr. Sperbeck is a director of our affiliate mvp.com, Inc.
</FN>
</TABLE>
The Selling Shareholders may offer and sell all or a portion of the
shares from time to time, but are under no obligation to offer or sell any of
the shares. See "Plan of Distribution". Because the Selling Shareholders may
sell all, none, or any part of the shares from time to time, no estimate can be
given as to the number of shares that will be beneficially owned by the Selling
Shareholders upon termination of any offering by them or as to the percentage of
the total outstanding Common Stock of the Company that the Selling Shareholders
will beneficially own after termination of any offering.
This Prospectus also covers possible sales by certain presently unknown
persons who may become the record or beneficial owners of some of the covered
shares as a result of certain types of private transactions, including but not
limited to gifts, private sales, and transfers pursuant to a foreclosure or
similar proceeding by a lender or other creditor to whom shares may be pledged
14
<PAGE>
as collateral to secure an obligation of a named Selling Shareholder. Each such
potential transferee of a named Selling Shareholder is hereby deemed to be a
Selling Shareholder for purposes of selling shares using this Prospectus. To the
extent required by applicable law, information (including the name and number of
shares owned and proposed to be sold) about such transferees, if there shall be
any, will be set forth in an appropriate supplement to this Prospectus.
PLAN OF DISTRIBUTION
The shares may be offered and sold by or for the account of the Selling
Shareholders (or their pledgees, donees, or transferees), from time to time as
market conditions permit, on the AMEX, any other exchange on which the shares
may be listed, over the counter, or otherwise, at prices and on terms then
prevailing or in negotiated transactions. The shares may be sold by one or more
of the following methods, without limitation:
o a block trade in which a broker or dealer so engaged will attempt to
sell the shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker or dealer (including a specialist or market
maker) as principal and resale by such broker or dealer for its
account pursuant to this Prospectus;
o an underwritten offering, subject to compliance with applicable
disclosures concerning the identity and compensation arrangements of
each firm acting as underwriter;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
o face-to-face transactions between sellers and purchasers without a
broker-dealer;
o transactions in options, swaps, or other derivatives (whether exchange
listed or otherwise);
o sales in other ways not involving market makers or established trading
markets, including direct sales to institutions or individual
purchasers; and
o any combination of the foregoing, or by any other legally available
means.
In addition, the Selling Shareholders or their successors in interest may enter
into hedging transactions with broker-dealers who may engage in short sales of
common stock in the course of hedging the positions they assume with a Selling
Shareholder. The Selling Shareholders or their successors in interest may also
enter into option or other transactions with broker-dealers that require the
delivery to such broker-dealers of the shares of common stock, which shares of
common stock may be resold thereafter pursuant to this Prospectus.
In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Such
brokers or dealers may receive commissions or discounts from the Selling
Shareholders and/or the purchasers of the shares for whom such brokers or
dealers act as agents or to whom they sell as principals, or both, in amounts to
be negotiated (which compensation as to a particular broker-dealer might be in
excess of customary commissions). At the time a particular offer of shares is
made by one or more of the Selling Shareholders, a prospectus supplement, if
required, will be distributed to set forth the aggregate number of shares being
offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, any discounts, commissions, and other items
15
<PAGE>
constituting compensation from the Selling Shareholders, and any discounts,
commissions, or concessions allowed or reallocated or paid to dealers, including
the proposed selling price to prospective purchasers. The Selling Shareholders
and such brokers and dealers and any other participating brokers or dealers may
be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. There can be no assurance, however, that all or any
of the shares will be offered by the Selling Shareholders. See "Selling
Shareholders". We know of no existing arrangements between any Selling
Shareholder and any broker, dealer, finder, underwriter, or agent relating to
the sale or distribution of the shares.
We will not receive any of the proceeds of any sale of shares by the
Selling Shareholders. We will, however, receive any exercise price paid to
acquire the shares from us by exercising stock options. We will bear
substantially all expenses of the registration of this offering under the
Securities Act, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of our counsel and independent public
accountants, fees of the NASD, transfer taxes, fees of transfer agents and
registrars, and costs of insurance, if any. All underwriting discounts, selling
commissions, and broker's fees applicable to the sale of any shares will be
borne by the Selling Shareholders or by such persons other than us as agreed by
and among the Selling Shareholders and such other persons.
We have also agreed to indemnify John Elway, Sanford Greenberg, and
Jeffrey Sperbeck and any underwriter any of them may engage to sell their shares
against certain liabilities in connection with the registration of the shares,
including liabilities under the Securities Act. Messrs. Elway, Greenberg, and
Sperbeck have agreed to indemnify us against certain liabilities in connection
with the registration of the shares, including liabilities under the Securities
Act.
LEGAL MATTERS
The validity of the securities offered hereby has been passed upon for
us by Kilpatrick Stockton LLP, Atlanta, Georgia.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1998, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
16
<PAGE>
================================================================================
JWGenesis Financial Corp.
COMMON STOCK
----------------------------
PROSPECTUS
----------------------------
___________, 1999
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimated,
except the SEC registration fee.
SEC registration fee $ 2,502
American Stock Exchange listing fees $12,000
Legal fees and expenses $25,000
Accounting fees and expenses $ 4,000
Miscellaneous expenses $ 1,498
------
Total $45,000
======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act authorizes corporations to limit
or eliminate the personal liability of directors to corporations and their
shareholders for monetary damages for breaches of certain of the directors'
fiduciary duties. In general, the duty of care requires that a director exercise
his judgment in good faith on an informed basis, and in a manner he reasonably
believes to be in the best interests of the corporation. Absent the limitations
now authorized by the Florida Business Corporation Act, directors are
accountable to corporations and their shareholders for monetary damages only for
conduct constituting gross negligence in the exercise of their duty of care.
Although the statute does not change the directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission.
Our Articles of Incorporation provide for indemnification of directors
to the fullest extent permitted by Florida law and, to the extent permitted by
such law, eliminate or limit the personal liability of directors to us and our
shareholders for monetary damages for certain breaches of fiduciary duty and the
duty of care. Specifically, a director will not be personally liable to us or
our shareholders for monetary damages for breach of such fiduciary duty as a
director, except for liability for (i) a violation of the criminal law, (ii) a
transaction from which the director received an improper personal benefit, (iii)
an unlawful distribution, (iv) willful misconduct in a proceeding by or in the
right of the corporation or a shareholder, or (v) recklessness or bad faith in a
proceeding by or in the right of someone other than the corporation or a
shareholder.
The inclusion of this provision in our Articles of Incorporation may
have the effect of reducing the likelihood of derivative litigation against
directors and may discourage or deter shareholders or management from bringing a
lawsuit against directors for breach of their duty of care, even though such an
action, if successful, might otherwise have benefited us and our shareholders.
Our directors and officers are insured against losses arising from any
claim against them as such for wrongful acts or omissions, subject to certain
limitations.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed as part of this Registration
Statement:
Exhibit Number Description of Exhibit
-------------- ----------------------
2.1 Equity Exchange and Conciliation Agreement by and
among the Company, Marshal T. Leeds, Joel E. Marks,
JWGenesis Capital Markets, LLC, The Will K. Weinstein
Revocable Trust, Philip C. Stapleton, Will K.
Weinstein, and other members of the Stapleton Group,
dated March 3, 1999 (incorporated by reference to
Exhibit 2 to the Company's Current Report on Form 8-K
filed with the Commission on March 18, 1999.
2.2 Stock Purchase Agreement dated April 16, 1999, by
and among the Company, JWGFS, JWGenesis Clearing,
Fiserv, and Fiserv Clearing (incorporated by
reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K, dated April 16, 1999).
3(a) Articles of Incorporation of he Company (incorporated
by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-4 (File No.
333-47693) filed with the Commission on April 22,
1998 (the "Combination S-4")).
3(b) By-Laws of the Company (incorporated by reference
to Exhibit 3.2 to the Combination S-4).
4. Stockholders Agreement among the Company, Woody
Springs LLC, and mvp.com, Inc., dated as of July 15,
1999 (incorporated by reference to Exhibit 10(a) to
the Company's Current Report on Form 8-K, dated July
15, 1999).
5 Opinion of Kilpatrick Stockton LLP.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Kilpatrick Stockton LLP (included in
Exhibit 5).
24 Power of Attorney (included on Signature Page of
initial filing).
99(a) Employment Agreement between the Company and
Marshall T. Leeds (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998).
99(b) Employment Agreement between the Company and Joel E.
Marks (incorporated by reference to Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998).
99(c) Employment Agreement between the Company and Gregg
S. Glaser (incorporated by reference to Exhibit
99(e) to the Company's Registration Statement on
Form S-4, Commission File No. 333-66751) (the
"Glaser Employment Agreement").
II-2
<PAGE>
99(d) Amendment to Glaser Employment Agreement
(incorporated by reference to Exhibit 99(f) to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1998).
99(e) Nonsolicitation Agreement between the Company and
Marshall T. Leeds (incorporated by reference to
Exhibit 99(h) to the Company's Annual Report on Form
10-K for the year ended December 31, 1998).
99(f) Nonsolicitation Agreement between the Company and
Joel E. Marks (incorporated by reference to Exhibit
99(i) to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999).
99(g) Stock Option Agreement between the Company and John
Elway, dated as of July 15, 1999 (incorporated by
reference to Exhibit 10(c) to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999).
99(h) Transition Services Agreement, dated April 16, 1999,
by and among the Company, JWGFS, JWG Clearing, and
Fiserv (incorporated by reference to Exhibit 10(a)
to the Company's Current Report on Form 8-K, dated
June 1, 1999).
99(i) Form of Fully Disclosed Correspondent Agreement
dated June 1, 1999 (incorporated by reference to
Exhibit 10(a) to the Company's Current Report on
Form 8-K, dated June 1, 1999).
99(j) Employment Agreement between the Company and John
Elway, dated as of July 15, 1999 (incorporated by
reference to Exhibit 10(b) to the Company's Current
Report on Form 8-K, dated July 15, 1999).
(b) Financial Statement Schedules
Not Applicable.
ITEM 17. UNDERTAKINGS.
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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the 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.
II-3
<PAGE>
(4) 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 the 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.
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 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, 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.
II-4
<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on October 13, 1999.
JWGENESIS FINANCIAL CORP., INC.
By: /s/ Joel E. Marks
Joel E. Marks, Vice Chairman
and Chief Operating Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Marshall T. Leeds and Joel E. Marks as
attorneys-in-fact, having the power of substitution, for them in any and all
capacities, to sign any amendments to this Registration Statement on Form S-3
and to file the same, with exhibits thereto, and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 13th day of October, 1999.
Signature Title
/s/ Marshall T. Leeds President, Chief Executive
Marshall T. Leeds Officer and Chairman of the
Board (Principal Executive
Officer)
/s/ Joel E. Marks Vice Chairman of the Board
Joel E. Marks and Chief Operating Officer
/s/ Gregg S. Glaser Executive Vice President, Chief
Gregg S. Glaser Financial Officer and Director
(Principal Financial and
Accounting Officer)
__________________________ Director
Jeffrey H. Lehman
/s/ Wm. Dennis Ferguson Director
Wm. Dennis Ferguson
__________________________ Director
Sanford D. Cohen
II-5
EXHIBIT 5
OPINION OF KILPATRICK STOCKTON LLP
KILPATRICK STOCKTON LLP
ATTORNEYS AT LAW
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
October 15, 1999
JWGenesis Financial Corp.
980 North Federal Highway
Suite 210
Boca Raton, Florida 33432
Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3, File No. 333-___*____ (the "Registration Statement"), filed by JWGenesis
Financial Corp. (the "Company"), a Florida corporation, with the Securities and
Exchange Commission (the "SEC") with respect to the registration under the
Securities Act of 1933, as amended, of 600,000 shares of common stock, par value
$0.001 per share, of the Company (the "common stock"), proposed to be sold by
certain persons as shareholders of the Company.
As your counsel, and in connection with the preparation of the
Registration Statement, we have examined the originals or copies of such
documents, corporate records, certificates of public officials and officers of
the Company, and other instruments related to the authorization and issuance of
the common stock as we deemed relevant or necessary for the opinion expressed
herein.
Based upon the foregoing, it is our opinion that the shares of common
stock proposed to be sold by the persons identified as Selling Shareholders in
the Registration Statement will be, when issued and paid for pursuant to the
exercise of certain stock options as contemplated by and described generally in
the Registration Statement, validly issued, fully paid for, and nonassessable,
and that such shares may be sold and delivered by the Selling Shareholders in
the manner and under the terms and conditions described in the Registration
Statement, without affecting adversely their status as validly issued, fully
paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name in the "Legal
Matters" section of the Prospectus constituting a part of the Registration
Statement, and any amendments thereto.
Very truly yours,
KILPATRICK STOCKTON LLP
By: /s/ W. RANDY EADDY
W. Randy Eaddy, A Partner
__________________________
* To be assigned by the SEC
ACCOUNTANT'S CONSENT
EXHIBIT 23 (a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated March 26, 1999 relating
to the financial statements which appears in JWGenesis Financial Corp.'s Annual
Report on Form 10-K for the year ended December 31, 1998. We also consent to the
reference to us under the headings "Experts" in such Registration Statement.
/S/ PRICEWATERHOUSECOOPERS LLP
Tampa, Florida
October 18, 1999
