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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.)
90 State House Square, Hartford, Connecticut 06103
(Address of Principal Executive Offices)
The Advest Group, Inc. 1996 Equity Plan
(Full title of the plan)
Lee G. Kuckro, Esq.
Secretary and General Counsel
The Advest Group, Inc.
90 State House Square
Hartford, Connecticut 06103
(Name and address of agent for service)
(203) 509-1000
(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 per share(1) price fee
Common Stock, 800,000 shs. $9.6875 $7,750,000 $2,672.42
$.01 par value
(1) Estimated pursuant to Rule 457(c) and Rule 457(h) solely for
the purposes of calculating the registration fee, and based on the
average of the high and low prices of a share of Common Stock as
reported in the consolidated reporting system on February 1, 1996.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to (i) 400,000 shares of
Common Stock, par value $.01 per share ("Common Stock"), which may be
purchased by participants under The Advest Group, Inc. 1996 Equity
Plan (the "Plan") and (ii) 400,000 shares of common stock which may be
purchased by participants upon exercise of options issuable under the
Plan.
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, 1995, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) 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.
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
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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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
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Exhibit No. Description
4 The Advest Group, Inc. 1996 Equity Plan.
5 Opinion of David A. Horowitz, Esq., Assistant General
Counsel of the Company, with respect to the legality of
the Common Stock registered hereby
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of David A. Horowitz, Esq. (See Exhibit 5.)
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
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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 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 November 30, 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 November 30, 1995
Allen Weintraub (Principal Executive Officer)
and Chairman of the Board
/s/ Martin M. Lilienthal Senior Vice President and November 30, 1995
Martin M. Lilienthal Treasurer (Chief Financial
and Principal Accounting
Officer)
/s/ George A. Boujoukos Director November 30, 1995
George A. Boujoukos
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/s/ Sanford Cloud, Jr. Director November 30, 1995
Sanford Cloud, Jr.
/s/ Richard G. Dooley Director November 30, 1995
Richard G. Dooley
/s/ Robert W. Fiondella Director November 30, 1995
Robert W. Fiondella
/s/ Grant Kurtz Director November 30, 1995
Grant Kurtz
/s/ Anthony A. LaCroix Director November 30, 1995
Anthony A. LaCroix
/s/ Corine T. Norgaard Director November 30, 1995
Corine T. Norgaard
/s/ John A. Powers Director November 30, 1995
John A. Powers
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EXHIBIT 4
THE ADVEST GROUP, INC.
1996 EQUITY PLAN
The Advest Group, Inc. hereby establishes the 1996 Equity Plan,
for a select group of top performing account executives and key
employees. The purpose of the Plan is to further the long term growth
in earnings of the Company by offering incentives to select Employees
to compensate them for their contributions to the Company's growth and
profits, to encourage their ownership of the Company's stock, and to
encourage them to remain in the employ of the Company.
ARTICLE I
DEFINITIONS
When used herein, each of the following terms shall have the
corresponding meaning set forth below unless a different meaning is
plainly required by the context in which a term is used.
Section 1.1. "Affiliate" means the Company's present or future
parent corporation, each of the present or future subsidiaries of the
Company, and any subsidiaries of the present or future parent of the
Company in which the parent holds a controlling interest.
Section 1.2. "Beneficiary" means any person (including, but not
limited to, a Participant's estate) designated by a Participant on a
form provided or approved by the Committee to receive any Stock or
Options to which such Participant shall be entitled upon such
Participant's death in accordance with the terms of the Plan. No
designation of Beneficiary shall be effective until filed with the
Committee. If more than one Beneficiary shall be designated, the
Beneficiaries shall share equally in any rights or interests of the
Participant under the Plan. If a Participant shall fail to file a
valid designation form, or if all persons designated on the
designation form shall have predeceased the Participant, the Company
shall distribute all of the Participant's Stock and Options to which
he shall have been entitled upon his death to such Participant's
estate.
Section 1.3. "Board of Directors" means the Board of Directors
of the Company or the Executive Committee of such Board.
Section 1.4. "Cause" shall be deemed to include any act of
dishonesty or fraud, gross negligence, gross insubordination or
willful or reckless conduct detrimental to the business of the Company
or an Affiliate.
Section 1.5. "Change of Control" means a transfer or sale of
substantially all of the assets of the Company or merger or
consolidation of the Company into or with any other corporation or
entity that occurs after the Effective Date, provided either (a) the
other corporation or entity is engaged in the retail securities
brokerage business at the date of the transaction and such transaction
results in the Company not surviving such merger or consolidation or
(b) a substantial change
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The Advest Group, Inc. 1996 Equity Plan Page 2
in the senior management of the Company occurs within six months as a
result of the transaction.
Section 1.6. "Code" means the Internal Revenue Code of 1986, as
amended.
Section 1.7. "Committee" means an administrative committee
designated to administer this Plan in accordance with Article X.
Section 1.8. "Company" means The Advest Group, Inc. and any
successor thereto by merger, consolidation, purchase or otherwise.
Section 1.9. "Compensation" means the amount of earnings due to
the Participant for the Deferral Period as defined by the Company.
Compensation shall include amounts contributed to a Participant's
account established under the Company's or an Affiliate's 401(k) plan
or The Advest Group, Inc.'s Deferred Compensation Savings and
Investment Plan, or any successor plan(s).
Section 1.10. "Deferral Period" means the period beginning on
January 1, 1996 and ending on the earliest of: (a) the termination of
a Participant's employment with the Company or an Affiliate, (b) the
termination of the Plan in accordance with Article IX, or (c) December
31, 1996.
Section 1.11. "Deferred Amount" or "Amount Deferred" means that
portion of a Participant's Compensation a Participant has elected to
receive in the form of Units in accordance with Section 3.1.
Section 1.12. "Effective Date" means December 1, 1995.
Section 1.13. "Employee" means any person who is a common-law
employee of the Company or an Affiliate.
Section 1.14. "Options" means non-qualified stock options to
purchase shares of Stock that are not incentive stock options under
Section 422 of the Code and that are received as a part of a Unit by
Participants with Deferred Amounts.
Section 1.15. "Participant" means an Employee participating in
the Plan as provided in Article II.
Section 1.16. "Permanent Disability" means a mental or physical
condition which renders a Participant permanently unable or
incompetent to engage in any substantial gainful activity.
Section 1.17. "Plan" means "The Advest Group, Inc. 1996 Equity
Plan".
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The Advest Group, Inc. 1996 Equity Plan Page 3
Section 1.18. "Restricted Stock" means shares of Stock subject
to the restrictions set forth in Article IV that are received as part
of a Unit by Participants with Deferred Amounts.
Section 1.19. "Retirement" means the date a Participant retires
after attaining the age of fifty-five.
Section 1.20. "Stock" means the common stock of the Company.
Section 1.21. "Unit" means a grouping consisting of one share of
Restricted Stock and one Option.
Section 1.22. "Unit Price" means the amount of Compensation a
Participant must elect to forego receiving in cash in order to receive
a Unit under the Plan. Such price shall be the closing price per
share of the Stock portion of the Unit on the Composite Tape of the
New York Stock Exchange on the day the Unit is acquired.
ARTICLE II
ELIGIBILITY
Section 2.1. Participants. An Employee eligible to become a
Participant in this Plan for the Deferral Period is any Employee who:
(a) is an account executive, other than an account executive in the
first 36 months of a recruitment loan program, who is a member of the
Chairman's Council, the Advisory Council, the President's Council, or
the Associates' Council by the standards the Company has set based upon
levels of achievement with respect to the last complete fiscal year
commencing prior to such Deferral Period; or
(b) is a key employee designated by the Chief Executive Officer of the
Company on a list provided by the Chief Executive Officer to the
Committee on or before December 31, 1995 as eligible to participate in
the Plan ("Key Employees").
Notwithstanding the foregoing, Employees who are executive
officers shall not be eligible to participate in the Plan.
Section 2.2. Duration of Participation. A Participant shall
cease to be a Participant on the earliest of: (a) the date all
restrictions with respect to Stock purchased hereunder lapse and all
Options purchased hereunder have terminated, (b) the date such Stock
and Options are forfeited in accordance with Section 4.3 or Section
5.5, or (c) the date the Plan is terminated in accordance with Article
IX.
Section 2.3. Reemployment. Reemployment of a former Participant
by the Company or an Affiliate shall not entitle such individual to
become a Participant in the Plan unless the individual again becomes a
Participant in accordance with Section 2.1, and reemployment of a
former Participant by the Company or an Affiliate
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The Advest Group, Inc. 1996 Equity Plan Page 4
shall not result in the restoration of any Stock or Options previously
forfeited by such Participant.
ARTICLE III
DEFERRAL
Section 3.1. Amount Deferred. During the Deferral Period:
(a) A Participants who is a member of the Chairman's Council may elect
to receive a minimum of 2.5% and a maximum of 10% of his or her
Compensation in the form of Units.
(b) A Participant who is (i) a member of the Advisory Council, (ii) a
member of the President's Council, or (iii) a Key Employee who had
total compensation during 1995 of $125,000 or more, may elect to
receive a minimum of 2.5% and a maximum of 7.5% of his or her
Compensation in the form of Units.
(c) A Participant who is (i) a member of the Associates' Council,
or (ii) a Key Employee who had total compensation during 1995 of
less than $125,000, may elect to receive a minimum of 1.5% and a
maximum of 5% of his or her Compensation in the form of Units.
(d) In addition to the percentage elections set forth above in clause
(b) or (c), whichever may be applicable, a salaried Key Employee
who elects at least the minimum level of investment may also elect
to receive a greater percentage, up to a maximum aggregate of 100%,
of his or her Compensation above base salary in the form of Units,
provided that at no time may the amount of Compensation received
in the form of Units exceed the maximum permitted percentages of
Compensation specified in clause (b) or (c) above, whichever may
be applicable.
Notwithstanding the foregoing, no Participant may elect to
receive during the Deferral Period Units with an aggregate Unit Price
in excess of $50,000, and no further Units shall be acquired for
Participants under the Plan if such acquisition would cause the
aggregate number of Units sold to exceed 400,000. If, based upon
Participant elections, the Committee anticipates at the commencement
of 1996 that these aggregate limit is likely to be exceeded, the
Committee may reduce the maximum percentage investments in a manner it
determines to be equitable to all participants. Participants will be
notified of any reduction applicable to them by January 31, 1996.
Section 3.2. Receipt of Units. Amounts deferred hereunder shall
be withheld from a Participant's paycheck in periodic installments.
On the last business day of each month, the total of a Participant's
Deferred Amounts under Section 3.1 shall be applied to acquire Units
for such Participant at the then Unit Price. No interest or other
earnings shall accrue on amounts deferred prior to acquisition of
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The Advest Group, Inc. 1996 Equity Plan Page 5
Units. Fractional units may be acquired by a Participant; provided,
that the Committee may establish procedures to eliminate any
fractional holdings of Units held on behalf of Participants as of
December 31, 1996 in a manner equitable to all Participants.
Section 3.3. Stock Subject to Purchase. Shares of Stock subject
to purchase hereunder shall be previously issued shares reacquired by
the Company (including any shares forfeited under this Plan).
ARTICLE IV
RESTRICTED STOCK
Section 4.1. Stock. All shares of Restricted Stock shall be
held in the name of The Advest Group, Inc. as escrow agent for
Participants.
Section 4.2. Restrictions. The shares of Restricted Stock
purchased hereunder shall be subject to the following restrictions and
conditions:
(a) Subject to the provisions of the Plan and the Restricted Stock
Agreements, during the period commencing on the date of the acquisition
of any shares of Restricted Stock hereunder and terminating on January
1, 2000 (together with any extensions of such period approved as provided
herein) (the "Restriction Period"), a Participant shall not be permitted
to sell, transfer, pledge or assign shares of Restricted Stock acquired
under the Plan. One year extensions of the Restriction Period for
Restricted Stock purchased hereunder will be made at a Participant's
election, which election must be in writing on a form provided by the
Committee and must be made no later than one year before the Restriction
Period would otherwise terminate; provided, however, that the Committee
may at any time determine that no additional extensions of Restricted
Periods will be effective.
(b) A Participant shall have the right to direct the vote of such
Participant's shares of Restricted Stock during the Restriction Period,
in accordance with Section 4.4. A Participant shall have the right to
receive any regular dividends on such shares of Restricted Stock. The
Committee shall in its sole discretion determine a Participant's rights
with respect to extraordinary dividends on the shares of Restricted Stock.
(c) Shares of Restricted Stock shall be transferred to a
Participant's brokerage account with Advest, Inc. within a reasonable
time after, and only after, the Restriction Period shall expire (or such
earlier time as the restrictions may lapse in accordance with Section
4.2(a) or Section 4.3) without forfeiture in respect of such shares of
Restricted Stock.
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The Advest Group, Inc 1996 Equity Plan Page 6
Section 4.3. Termination of Employment. Subject to the
provisions of Section 4.2(a), the following provisions shall apply to
a Participant's shares of Restricted Stock prior to the end of the
Restriction Period (including extensions):
(a) Upon a Participant's death, Permanent Disability, Retirement
with the written consent of the President or the Chief Executive
Officer of the Company or the Affiliate by which the Participant is
employed, voluntary termination of employment more than nine months
after a Change of Control, or involuntary termination of employment
(other than a termination for Cause), the restrictions on such
Participant's Restricted Stock shall immediately lapse, and such
shares shall be delivered to the Participant or the Participant's
designated Beneficiary, as the case may be, within a reasonable
time after the occurrence of any such event.
(b) Upon a Participant's Retirement without the written consent
of the President or the Chief Executive Officer of the Company or the
Affiliate by which the Participant is employed or voluntary termination
of employment within nine months of a Change of Control, the Participant
shall forfeit all of such Participant's shares of Restricted Stock and
receive in return, without interest, a cash payment equal to (i) the
lesser of: (1) the aggregate Unit Price for such Restricted Stock, and
(2) the closing price per share of Stock on the Composite Tape of the
New York Stock Exchange on the Participant's date of termination or
Retirement, multiplied by (ii) the number of shares of Restricted Stock
owned by the Participant.
(c) If a Participant voluntarily terminates employment (other than
as set forth in subsections (a) or (b) of this Section 4.3), is
involuntarily terminated for Cause, or retires prior to attaining the
age of fifty-five, such Participant shall forfeit such Participant's
Restricted Stock.
Section 4.4. Voting Rights. During the Restriction Period the
shares of Restricted Stock shall be voted by the Chairman of the
Committee, and the Chairman shall vote such shares in accordance with
instructions received from Participants. Shares as to which no
instructions are received shall be voted by the Chairman proportionately
in accordance with instructions received from Participants in the Plan.
ARTICLE V
OPTIONS
Section 5.1. Issuance. Options received as part of a Unit shall
be issued to the Participant (or the Participant's designated
Beneficiary in accordance with Section 5.5(c) below) on July 1, 1996
and January 1, 1997, in each case with an exercise price per share
equal to the closing price per share on the Composite Tape of the New
York Stock Exchange on the last business day prior to the issuance of
the Options and covering the purchase of a number of shares of Stock
equal to the number of shares of Restricted Stock acquired by the
Participant during the preceding six calendar months.
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The Advest Group, Inc 1996 Equity Plan Page 7
Section 5.2. Stock Option Agreement. Recipients of Options
shall enter into a Stock Option Agreement or Agreements with the
Company, in such form as the Committee shall determine, which
Agreement or Agreements shall set forth, among other things, the
exercise price or prices of the Options (or the formula for
determining such exercise price), the term of the Option and
provisions regarding exercisability of the Options granted thereunder.
Section 5.3. Transfer Restrictions. Options are not
transferable other than by will or the laws of descent and
distribution. During the lifetime of a Participant, the Options may
be exercised only by the Participant.
Section 5.4. Exercise of Options. Options acquired hereunder
will vest and become exercisable on January 1, 2002 (unless earlier
forfeited or terminated) and will remain exercisable for a period of
twenty-four months, until December 31, 2003. An Option shall not be
exercisable unless payment in full is made for the shares being
acquired thereunder at the time of exercise; such payment shall be
made (a) in United States dollars by cash or check, or (b) in lieu
thereof, unless the Committee shall in its sole discretion determine
otherwise, by tendering to the Company Stock owned by the person
exercising the Option (or owned by the person exercising the Option
and his or her spouse, jointly) and acquired more than six months
prior to such tender, and having a fair market value equal to the cash
exercise price applicable to such Option, such fair market value to be
determined in such reasonable manner as may be provided for from time
to time by the Committee or as may be required in order to comply with
or to conform to the requirements of any applicable or relevant laws
or regulations, or (c) by a combination of United States dollars and
Stock as aforesaid.
Section 5.5. Termination of Employment. An Option shall not be
exercisable unless the person exercising the Option has been, at all
times during the period beginning with the date of purchase of the
Option and ending on the date of such exercise, an Employee of the
Company, except that:
(a) Upon a Participant's death, Permanent Disability, Retirement
with the written consent of the President or the Chief Executive
Officer of the Company or the Affiliate by which such Participant is
employed, voluntary termination of employment more than nine months
after a Change of Control, or involuntary termination of employment
(other than a termination for Cause), the Options shall immediately
vest and shall be exercisable for a period of three months after the
Participant's termination of employment by the Participant or the
Participant's designated Beneficiary, as the case may be.
(b) Upon a Participant's voluntary termination of employment
(other than as set forth in subsection (a) of this Section 5.5),
involuntary termination for Cause, retirement prior to attaining the
age of fifty-five, or Retirement without the written consent of the
President or the Chief Executive Officer of the Company or the Affiliate
by which such Participant is employed, the Participant shall forfeit
such Participant's unvested Options.
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The Advest Group, Inc 1996 Equity Plan Page 8
(c) If a Participant shall have terminated employment for any
reason after the acquisition of Units hereunder but prior to the
issuance of the Option portion of such Units, any Option acquired as
part of the Unit shall be forfeited as provided in subsection (b) of
this Section 5.5.
ARTICLE VI
ELECTION
Section 6.1. Election. A Participant as defined in Section 2.1
shall elect the Amount Deferred as defined in Section 3.1 for the
Deferral Period on such forms as the Committee may prescribe according
to Section 10.2(h). Such election shall be made by or on December 16,
1995 or such date as the Committee may permit prior to the beginning
of the Deferral Period.
Section 6.2. Change of Election. Following an election by a
Participant made pursuant to Section 6.1 to have an Amount Deferred,
such Participant at any time during the Deferral Period may choose to
discontinue all (but not less than all) Amounts Deferred with respect
to Compensation due to the Participant during subsequent calendar
quarters of the Deferral Period. Such election shall be made on such
form as the Committee may prescribe and shall become effective as of
the first day of the calendar quarter following receipt of such form
by the Committee.
ARTICLE VII
ADJUSTMENTS UPON A CHANGE IN COMMON STOCK
In the event of any change in the outstanding Stock of the
Company by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination
or exchange of shares or other similar event if such change equitably
requires an adjustment in the number or kind of shares that may be
issued under the Plan, or in the number or kind of shares subject to,
or the option price per share under, any outstanding Option which has
been purchased by any Participant, such adjustment shall be made by
the Committee and shall be conclusive and binding for all purposes of
the Plan. In no event shall the excess of the aggregate fair market
value of the Stock subject to the Options immediately after any
substitution, exchange or adjustment over the aggregate option price
for such Stock be more than the excess of the aggregate fair market
value of all of the Stock subject to the Option immediately before any
such substitution, exchange or adjustment over the aggregate option
price of such Stock nor shall the adjusted Option give the holder
thereof any additional benefits he did not have under the old Option.
<PAGE> -15-
The Advest Group, Inc 1996 Equity Plan Page 9
ARTICLE VIII
WITHHOLDING
In the event that the Company determines that it or an Affiliate
is required by law to withhold taxes at any time, including, but not
limited to, upon the exercise of an Option or upon the vesting of
shares of Restricted Stock, the Company shall have the right to
require a Participant to pay to the Company the amount of taxes that
the Company or Affiliate is required to withhold or, in lieu thereof,
(a) to retain, or sell without notice, a sufficient number of shares
of Restricted Stock held by it for the Participant to cover the amount
to be withheld, or (b) to withhold the amount of such taxes from any
other sums due or to become due from the Company or an Affiliate to
the Participant upon such terms and conditions as the Committee shall
prescribe.
ARTICLE IX
AMENDMENT AND TERMINATION
Section 9.1. Power to Amend. The Board of Directors may amend,
modify, change, or revise the Plan by amendment at any time; provided,
however, that (a) no amendment shall increase the duties or
liabilities of the Board of Directors or the Committee without written
consent of each member and (b) no amendment shall be made without the
written covenant of a Participant if the effect of such amendment
would reduce the rights of a Participant with respect to Units
acquired prior to the date of the amendment.
Section 9.2. Plan Termination. The continuation of the Plan is
not assumed as a contractual obligation of the Company and the right
is reserved by the Company at any time to discontinue the Plan. The
Plan may be terminated by the Board of Directors at any time, when in
its judgment, business, financial or other good causes make such
termination necessary or appropriate; such termination to become
effective upon the delivery of notice by the Board of Directors or the
Committee to the Participants.
ARTICLE X
ADMINISTRATION OF THE PLAN
Section 10.1. Authority and Responsibility of the Committee.
The Board of Directors shall appoint the members of a Committee, which
members shall hold office at the pleasure of the Board of Directors.
Said Committee shall consist of not less than three nor more than
eight members, any one or more of whom may, but need not, be an
officer of the Company. If there is at any time a vacancy on the
Committee for any reason, the Board of Directors shall fill such
vacancy, but the Committee may act notwithstanding the existence of
vacancies as long as there shall continue to be at least two members
of the Committee. The Committee shall select a Chairman from among
its members. The Committee shall have overall responsibility for the
administration and operation of the Plan. The Committee will have all
powers as may be necessary to discharge its duties hereunder.
<PAGE> -16-
The Advest Group, Inc 1996 Equity Plan Page 10
Section 10.2. Committee Duties. The Committee, on behalf of the
Participants and all other Beneficiaries of the Plan, will administer
and operate the Plan in accordance with the terms of the Plan and will
have all powers necessary to accomplish that purpose, including, but
not limited to, the following:
(a) To issue rules and regulations necessary for the proper conduct
and administration of the Plan and to change, alter, or amend
such rules and regulations;
(b) To construe the Plan;
(c) To determine all questions arising in the administration of the
Plan, including those relating to the eligibility of persons to
become Participants in accordance with Article II and the rights
of Participants and their Beneficiaries, and its decisions
thereon shall be final and binding upon all persons hereunder;
(d) To oversee the retention of records relating to Participants
and other matters applicable to the Plan;
(e) To make available to Participants and Beneficiaries upon request,
for examination during business hours, such records as pertain
exclusively to the examining Participant (or Beneficiary);
(f) To prescribe procedures to be followed by Participants and
Beneficiaries in making claims hereunder;
(g) To make available for inspection and to provide upon request at
such charge as may be permitted and determined by the Company,
such documents and instruments, if any, as the Committee deems
appropriate;
(h) To prescribe and adopt the use of necessary forms;
(i) To appoint such agents and other specialists to aid it in the
administration of the Plan as it deems necessary; and
(j) To make periodic reports on the operation and administration of
the Plan to the Board of Directors as may be required in any
articles of incorporation, charter, or by-laws pertaining to the
Company.
Section 10.3. Records. The regularly kept records of the
Committee and the Company shall be conclusive evidence as to all
matters contained therein applicable to this Plan.
Section 10.4. Committee Decisions Final. The decisions of the
Committee concerning matters within its jurisdiction shall be final,
binding, and conclusive
<PAGE> -17-
The Advest Group, Inc 1996 Equity Plan Page 11
upon the Company and its Affiliates, the Participants, Beneficiaries
and any other person or party interested or concerned.
Section 10.5. Committee as Agent. The Committee shall act as
agent for the Company in the administration of the Plan.
Section 10.6. Plan Expenses. All clerical, legal and other
expenses of the Plan shall be paid by the Company.
Section 10.7. Allocations and Delegations of Responsibility.
(a) Delegations. The Committee shall have the authority to delegate,
from time to time, all or any part of its responsibilities under
the Plan to such person or persons as it may deem advisable and
in the same manner to revoke any such delegation of responsibility.
Any action of the delegate in the exercise of such delegated
responsibilities shall have the same force and effect for all
purposes herein as if such action had been taken by the Committee.
The Board of Directors or the Committee shall not be liable for
any act or omission of any such delegate. The delegate shall
report periodically to the Committee concerning the discharge
of the delegated responsibilities.
(b) Allocations. The Committee shall have the authority to allocate,
from time to time, all or any part of its responsibilities under
the Plan to one or more of its members as it may deem advisable,
and in the same manner to revoke such allocation of responsibilities.
Any action of the member to whom responsibilities are allocated in
the exercise of such allocated responsibilities shall have the same
force and effect for all purposes hereunder as if such action had
been taken by the Committee. The Board of Directors or the Committee
shall not be liable for any acts or omissions of such member.
The member to whom responsibilities have been allocated shall
report periodically to the Committee concerning the discharge of
the allocated responsibilities.
(c) Limit on Liability. Duties and responsibilities which are carried
out in good faith by the Committee hereunder or which have been
allocated or delegated pursuant to the terms of the Plan or
subsections (a) or (b) of this Section 10.7 shall not create any
liability of the Company, Board of Directors, or Committee, or any
member thereof.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.1. Merger. Any successor corporation to the Company,
by merger, consolidation, purchase or otherwise, shall be substituted
hereunder for the
<PAGE> -18-
The Advest Group, Inc 1996 Equity Plan Page 12
Company. This Plan shall be binding on all successors to and assigns
of the Company; provided that such successors or assigns may terminate
the Plan in accordance with the provisions hereof.
Section 11.2. Securities Laws. The Committee may require each
person purchasing shares pursuant to an Option or shares of Restricted
Stock to represent and agree with the Company in writing that such
person is acquiring the shares without a view to distribution thereof.
The certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restriction on transfer.
Furthermore, all certificates for shares of Stock delivered under the
Plan shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Stock is then listed,
and any applicable Federal or state securities law, and the Committee
may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.
Section 11.3. Indemnification. The Company shall indemnify and
hold harmless to the extent legally permitted each member of the Board
of Directors, the Committee and each officer and Employee of the
Company to whom are delegated duties, responsibilities, and authority
with respect to the Plan against all claims, liabilities, fines and
penalties, and all expenses reasonably incurred by or imposed upon
such delegate or agent (including but not limited to reasonable
attorney fees) which arise as a result of actions or failure to act in
connection with the operation and administration of the Plan.
Section 11.4. Contract of Employment. Nothing contained herein
shall be construed to constitute a contract of employment between the
Company or an Affiliate and any Employee or Participant. Nothing
contained herein will confer upon any Participant the right to be
retained in the service of the Company or an Affiliate or limit the
right of the Company or an Affiliate to discharge or otherwise deal
with any Participant without regard to the existence of the Plan.
Section 11.5. Disclosure. Each Participant shall receive a copy
of the summary of the Plan and the Committee will make available for
inspection by any Participant or Beneficiary a copy of the Plan and
any written procedures used by the Committee in administering the
Plan.
Section 11.6. Headings. The headings of Articles and Sections
are included solely for convenience of reference, and if there is any
conflict between such headings and the text of the Plan, the text
shall control.
Section 11.7. Invalidity of Certain Provisions. If any
provision of the Plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions
hereof, and the Plan shall be construed and enforced as if such
provisions, to the extent invalid or unenforceable, had not been
included.
Section 11.8. Law Governing. The Plan shall be construed and
enforced according to the laws of the State of Connecticut (other than
its laws respecting choice of law).
<PAGE> -19-
The Advest Group, Inc 1996 Equity Plan Page 13
Section 11.9. Limitation on Liability. Neither the Company nor
any agent or representative of the Company who is an employee,
officer, or director of the Company in any manner guarantees the
payments to be made under the Plan against loss or depreciation, and
to the extent not prohibited by federal law, none of them shall be
liable (except for his own gross negligence or willful misconduct),
for any act or failure to act, done or omitted in good faith, with
respect to the Plan. The Company shall not be responsible for any act
or failure to act of any agent appointed to administer the Plan.
Section 11.10. Gender. Except when otherwise indicated by the
context, any masculine terminology herein shall also include the
feminine, and the definition of any term herein in the singular shall
also include the plural.
THE ADVEST GROUP, INC.
By:_/s/ Allen Weintraub__________
Allen Weintraub
Chief Executive Officer
ATTEST:
__________________________________
<PAGE> -20-
EXHIBIT 5
February 7, 1996
The Advest Group, Inc.
90 State House Square
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 400,000 shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock") which may
be purchased by participants under the Company's 1996 Equity Plan (the
"Plan") and an additional 400,000 shares of Common Stock which may be
purchased by participants upon the exercise of options issuable under
the Plan.
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 Plan will, when so issued upon receipt of the
consideration specified in 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 Securities Act of 1933, as amended, or
the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/David A. Horowitz
David A. Horowitz, Esq
<PAGE> -21-
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of The Advest Group, Inc. on Form S-8 of our report dated
October 26, 1995, on our audits of the consolidated financial
statements and financial statement schedules of The Advest Group, Inc.
as of September 30, 1995 and 1994, and for each of the three years in
the period ended September 30, 1995, which report is included in the
Annual Report on Form 10-K for the year ended September 30, 1995.
Coopers & Lybrand L.L.P.
Hartford, Connecticut
February 7, 1996
