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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE ADVEST GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-095044
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
One Commercial Plaza-280 Trumbull Street, Hartford, Connecticut 06103
(Address of Principal Executive Offices)
The Advest Group, Inc. 1990, 1991 and 1992
Top Account Executive Stock Option Plans
The Advest Group, Inc. 1993 Stock Option Plan
The Advest Group, Inc. 1994 Non-Employee Director Stock Option Plan
(Full title of the plan)
Lee G. Kuckro, Esq.
Secretary and General Counsel
The Advest Group, Inc.
One Commercial Plaza-280 Trumbull Street
Hartford, Connecticut 06103
(Name and address of agent for service)
(203) 525-1421
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share(2) price fee
Common Stock, 919,614 shs. $7.4375 $6,839,629 $2,358.49
$.01 par value
1 Such shares are offered pursuant to stock option plans of The Advest
Group, Inc. as follows: 1990, 1991 and 1992 Top Account Executive Stock
Option Plans -- 204,407 shares, 128,410 shares and 36,797 shares,
respectively; 1993 Stock Option Plan -- 500,000 shares; and 1994 Non-
Employee Director Stock Option Plan -- 50,000 shares.
2 Based on the average of the high and low prices of a share of Common Stock
as reported in the consolidated reporting system on June 16, 1995.
Total of sequentially numbered pages 12.
Exhibit index sequential page number page 8
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to shares of Common Stock, par value
$.01 per share ("Common Stock"), which may be purchased upon exercise of
options granted under the stock option plans of The Advest Group, Inc., as
follows:
Plan Shares
1990 Top Account Executive Stock Option Plan 204,407
1991 Top Account Executive Stock Option Plan 128,410
1992 Top Account Executive Stock Option Plan 36,797
1993 Stock Option Plan 500,000
1994 Non-Employee Director Stock Option Plan 50,000
TOTAL 919,614
Item 3. Incorporation of Documents by Reference.
The following documents filed by The Advest Group, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, 1995 and December 31, 1994;
(c) The description of the Company's Common Stock which is contained in
its registration statement on Form 8-A filed under the 1934 Act, and any
amendment or report filed under the 1934 Act for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all shares of Common Stock remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Under Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of a corporation--a
"derivative action") if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred
in connection with defense of settlement of such an action and the DGCL
requires court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the corporation.
Additionally, a corporation is required to indemnify its directors and
officers against expenses to the extent that such directors or officers have
been successful on the merits or otherwise in any action, suit or proceeding
or in defense of any claim, issue or matter therein.
Unless ordered by a court, an indemnification can be made by a
corporation only upon a determination that indemnification is proper in the
circumstances because the party seeking indemnification has met the applicable
standard of conduct as set forth in Delaware law. The indemnification
provided by Section 145 of the DGCL includes the right to be paid by the
corporation the expenses incurred in defending proceedings in advance of their
final disposition. Such advance payment of expenses, however, may be made
only upon delivery to the corporation by the indemnified party of an
undertaking to repay all amounts so advanced if it shall ultimately be
determined that the person receiving such payments is not entitled to be
indemnified.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred by
Section 145 of the DGCL is not exclusive of any other right which any person
may have or acquire under any statute, provision of the certificate of
incorporation or bylaws, or otherwise. In addition, Section 145 of the DGCL
authorizes a corporation to maintain insurance, at its expense, to protect
itself and any of its directors, officers, employees or agents against any
expense, liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss under
the DGCL.
The Company's Certificate of Incorporation permits indemnification of
directors and officers to the full extent permitted by the DGCL. In addition,
the Company currently maintains an insurance policy insuring its officers and
directors against certain liabilities incident to their position with the
Company.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
4.1 The Advest Group, Inc. 1990 Top AE Stock Option Plan (Incorporated by
reference to Exhibit 10(i) to the Company's Report on Form 10-K for its
fiscal year ended September 30, 1990)
4.2 The Advest Group, Inc. 1991 Top AE Stock Option Plan (Incorporated by
reference to Exhibit 10(k) to the Company's Report on Form 10-K for its
fiscal year ended September 30, 1991)
4.3 The Advest Group, Inc. 1992 Top AE Stock Option Plan (Incorporated by
reference to Exhibit 10(c) to the Company's Report on Form 10-Q for its
fiscal quarter ended December 31, 1992)
4.4 The Advest Group, Inc. 1993 Stock Option Plan (Incorporated by reference
to Exhibit A to the Company's definitive proxy statement dated December
21, 1993 for the Annual Meeting of Stockholders held on January 27,
1994)
4.5 The Advest Group, Inc. 1994 Non-Employee Director Stock Option Plan
(Incorporated by reference to Exhibit A to the Company's definitive
proxy statement dated December 20, 1994 for the Annual Meeting of
Stockholders held on January 26, 1995)
5 Opinion of David A. Horowitz, Esq., Assistant General Counsel of the
Company, with respect to the legality of the Common Stock registered
hereby
15 Letter re unaudited interim financial information
23.1 Consent of Coopers & Lybrand
23.2 Consent of David A. Horowitz, Esq. (See Exhibit 5.)
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24 Power of attorney (See Signature pages.)
Item 9. Undertakings.
A. Undertaking to Update Annually
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii)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;
provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
B. Undertaking With Respect to Incorporating Subsequent Exchange Act
Documents By Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
C. Undertaking With Respect to Indemnification of Directors, Officers or
Controlling Persons
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of Connecticut on
June 8, 1995.
THE ADVEST GROUP, INC.
By /s/ Allen Weintraub
Allen Weintraub
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby constitutes Allen Weintraub, Lee G. Kuckro and David A. Horowitz
and each of them singly, such person's true and lawful attorneys, with full
power to them and each of them to sign for such person and in such person's
name and capacity indicated below, any and all amendments to this Registration
Statement, hereby ratifying and confirming such person's signature as it may
be signed by said attorneys to any and all amendments.
Signature Title Date
/s/ Allen Weintraub Chief Executive Officer June 8, 1995
Allen Weintraub (Principal Executive Officer)
and Chairman of the Board
/s/ Martin M. Lilienthal Senior Vice President and June 8, 1995
Martin M. Lilienthal Treasurer (Chief Financial
and Principal Accounting
Officer)
/s/ George A. Boujoukos Director June 8, 1995
George A. Boujoukos
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/s/ Sanford Cloud, Jr. Director June 8, 1995
Sanford Cloud, Jr.
/s/ Richard G. Dooley Director June 8, 1995
Richard G. Dooley
/s/ Robert W. Fiondella Director June 8, 1995
Robert W. Fiondella
/s/ Grant Kurtz Director June 8, 1995
Grant Kurtz
/s/ Anthony A. LaCroix Director June 8, 1995
Anthony A. LaCroix
/s/ Corine T. Norgaard Director June 8, 1995
Corine T. Norgaard
/s/ John A. Powers Director June 8, 1995
John A. Powers
Director June , 1995
Robert L. Thomas
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Exhibit Description Page
5 Opinion of David A. Horowitz, Esq.,
Assistant General Counsel of the
Company, with respect to the legality
of the Common Stock registered hereby 9 - 10
15 Letter re unaudited interim
financial information 11
23.1 Consent of Coopers & Lybrand 12
23.2 Consent of David A. Horowitz, Esq. 9 - 10
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EXHIBIT 5
June 21, 1995
The Advest Group, Inc.
One Commercial Plaza
280 Trumbull Street
Hartford, Connecticut 06103
Members of the Board of Directors:
I have acted as counsel with respect to the Registration Statement on Form
S-8 under the Securities Act of 1993, as amended, as filed by The Advest
Group, Inc. (the "Company") with the Securities and Exchange Commission,
relating to 204,407 shares, 128,410 shares and 36,797 shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock") to be issued upon
exercise of options granted, respectively, under the Company's 1990, 1991 and
1992 Top Account Executive Stock Option Plans; 500,000 shares of such Common
Stock to be issued upon exercise of options granted under the Company's 1993
Stock Option Plan (the "1993 Plan") and 50,000 shares of such Common Stock to
be issued upon exercise of options granted under the Company's 1994 Non-
Employee Director Stock Option Plan (collectively, the "Plans").
As Assistant General Counsel of the Company, I am familiar with and have
examined the Plans, the minutes of the corporate proceedings of the Board of
Directors of the Company and such other documents as I have deemed necessary
or advisable for the purposes of this opinion.
Based upon the foregoing, I am of the opinion that the shares to be issued
under the Plans will, when so issued upon receipt of the consideration
specified in the respective Plan, be validly issued, fully paid and non-
assessable (assuming that, at the time of such issuance, the Company has a
sufficient number of authorized and unissued shares available for such
issuance).
I hereby consent to the use of this opinion as Exhibit 5 to the aforesaid
Registration Statement. In giving such consent, I do not thereby admit that I
am in the category of persons whose consent is required under Section 7 of the
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The Advest Group, Inc.
June 21, 1995
Page 2
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
David A. Horowitz, Esq.
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Exhibit 15
June 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: The Advest Group, Inc.
Registration on Form S-8
We are aware that our reports, dated April 20, 1995 and January 19, 1995, on
our reviews of interim financial information of The Advest Group, Inc.,
included in the Company's quarterly reports on Form 10-Q for the quarters
ended March 31, 1995 and December 31, 1994, are incorporated by reference in
this registration statement. Pursuant to Rule 436(c) under the Securities Act
of 1993, these reports should not be considered a part of the registration
statement prepared or certified by us within the meaning of Sections 7 and 11
of that Act.
/s/ COOPERS & LYBRAND L.L.P.
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Exhibit 23.1
CONSENT TO INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
The Advest Group, Inc. on Form S-8 of our reports dated October 27, 1994, on
our audits of the consolidated financial statements and financial statement
schedules of The Advest Group, Inc. as of September 30, 1994 and 1993, and for
each of the three years in the period ended September 30, 1994, which reports
are included in the Annual Report on Form 10-K for the year ended September
30, 1994.
/s/COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
June 19, 1995
