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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A1
AMENDMENT TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal
year ended December 31, 1996
Commission file number 0-5703
SIEBERT FINANCIAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 11-1796714
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
885 THIRD AVENUE, SUITE 1720
NEW YORK, NEW YORK 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 644-2400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.01 per share.
Indicate by a check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO
Indicate by a check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
As of March 24, 1997, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $1,227,000 based on the bid
price of the Common Stock on the Nasdaq SmallCap Market on that date.
As of March 24, 1997, there were 5,237,610 shares of Common Stock
outstanding, including 5,105,000 shares held by Muriel F. Siebert, Chair,
President and a Director of the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Explanatory Note
This Form 10-K/A1 is being filed by Siebert Financial Corp., a New York
corporation (the "Company"), as an amendment to its Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, filed March 31, 1997, to respond to
items 10(a), 11, 12 and 13 of Part III of such form.
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of Directors:
The directors of the Company are as follows:
Muriel F. Siebert, 64, has been Chair, President and a director of Muriel
Siebert & Co., Inc. ("Siebert") since 1967 and the Company since November 8,
1996. The first woman member of the New York Stock Exchange on December 28,
1967, Ms. Siebert served as Superintendent of Banks of the State of New York
from 1977 to 1982. She is a director of the New York State Business Council, the
National Women's Business Council, the International Women's Forum and the Boy
Scouts of Greater New York.
Nicholas P. Dermigny, 38, has been Executive Vice President and Chief
Operating Officer of Siebert since joining the firm in 1989. Prior to 1993, he
was responsible for the retail discount division. Mr. Dermigny became an officer
and director of the Company on November 8, 1996.
Patricia L. Francy, 51, is Treasurer and Controller of Columbia
University. She previously served as the University's Director of Finance and
Director of Budget Operations and has been associated with the University since
1969. Ms. Francy became a director of the Company on March 11, 1997.
Jane H. Macon, 50, is a partner with the law firm of Fulbright & Jaworski
L.L.P., San Antonio, Texas. Ms. Macon has been associated with the firm since
1983. Ms. Macon became a director of the Company on November 8, 1996.
Monte E. Wetzler, 60, is a partner with the New York law firm of Brown
Raysman Millstein Felder & Steiner, LLP and chairman of its corporate
department. From 1988 until October 31, 1996, Mr. Wetzler was a partner with the
New York law firm of Whitman Breed Abbott & Morgan, chairman of its corporate
department and a member of its executive committee. Mr. Wetzler became a
director of the Company on November 8, 1996.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
officers, Directors and beneficial owners of more than 10% of the Company's
Common Stock to file reports of ownership and changes in their ownership of the
equity securities of the Company with the Securities and Exchange Commission
("Commission") and the Nasdaq SmallCap Market. Based solely on a review of the
reports and representations furnished to the Company during the last fiscal year
by such persons, the Company believes that each of these persons is in
compliance with all applicable filing requirements.
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ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION OF THE COMPANY
The following table sets forth certain information with respect to
compensation awarded to, earned by or paid to (a) the Company's Chief Executive
Officer and (b) each of the four most highly compensated executive officers of
the Company as of the 1996 year end (other than the Chief Executive Officer)
whose total annual salary and bonus exceeded $100,000, in each case for the
preceding three fiscal years (collectively, the "Named Executives"). In 1996,
there were only two such persons.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)
------------------ ---- ---------- ---------
<S> <C> <C> <C>
Muriel F. Siebert 1996 $150,000 $2,975,000
Chair and President 1995 108,000 3,017,000
1994 108,000 1,257,000
Nicholas P. Dermigny 1996 125,000 205,000
Executive Vice President 1995 125,000 175,000
and Chief Operating Officer 1994 73,000 121,900
</TABLE>
STOCK OPTIONS
No options were granted to or exercised by any of the Named Executives
during fiscal 1996.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company or its subsidiaries are
paid a retainer at an annual rate of $10,000. Officers and employees of the
Company or its subsidiaries receive no remuneration for their services as
Directors. The Company indemnifies its Directors to the extent permitted by
applicable law. See "ELECTION OF DIRECTORS--OTHER INFORMATION" AND "EXECUTIVE
COMPENSATION AND OTHER INFORMATION-- CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS."
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1996, the Compensation Committee
of the Board of Directors of the Company consisted of Jane H. Macon and Monte E.
Wetzler. None of such persons was, during such fiscal year or formerly, an
officer or employee of the Company or any of its subsidiaries or had any
relationship with the Company other than serving as a Director of the Company,
except that the firm of which Mr. Wetzler is a member serves as legal counsel to
the Company. During the 1996 fiscal year, no executive officer of the Company
served as a director or a member of the compensation committee of another
entity,
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one of whose executive officers served as a Director or on the Compensation
Committee of the Company.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Compensation Committee"), currently
consisting of three outside Directors, has the responsibility, under delegated
authority from the Company's Board of Directors, for developing, administering
and monitoring the executive compensation policies of the Company and making
recommendations to the Board with respect to these policies. The Board of
Directors has accepted the Compensation Committee's recommendations for 1996
compensation.
The salary of the Company's executive officers, including the Chief
Executive Officer, is reviewed annually by the Compensation Committee. When
setting the salary of the executive officers for 1996, the Compensation
Committee took into consideration the salary for such persons in previous years.
Bonuses are paid based upon results of operations for the year and are
consistent with previous years.
Compensation Committee
Monte E. Wetzler
Jane H. Macon
Patricia L. Francy
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PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative
total shareholder return on the Company's Common Stock from the Company's
formation via merger on November 13, 1996 through December 31, 1996 with the
cumulative total return (assuming reinvestment of dividends) of (i) the Nasdaq
Stock Market (U.S.) Index and (ii) the Dow Jones Securities Brokers Index.
11/13/96 12/31/96
-------- --------
Siebert Financial Corp 100 106
Nasdaq Stock Market (U.S.) 100 103
Dow Jones Securities Brokers 100 107
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL HOLDERS OF VOTING SECURITIES OF THE COMPANY
The following table sets forth information concerning each person or group
of affiliated persons known by management to own beneficially more than five
percent (5%) of the Company's Common Stock as of April 28, 1997. The information
given is based on information furnished to the Company by such persons or groups
and statements filed with the Commission.
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK CLASS(1)
------------------------------------ ------------ --------
<S> <C> <C>
Muriel F. Siebert................................ 5,105,000 97.5%
885 Third Avenue, Suite 1720
New York, New York 10022
</TABLE>
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(1) Includes in each case shares of Common Stock issuable upon exercise of
options or warrants exercisable within 60 days for the subject individual
only. Percentages computed on the basis of 5,235,897 shares of Common
Stock outstanding as of April 28, 1997.
SECURITY OWNERSHIP OF MANAGEMENT OF THE COMPANY
The following table sets forth certain information with respect to
beneficial ownership of the Common Stock as of April 28, 1997. This information
includes beneficial ownership by each person (or group of affiliated persons)
who is known to the Company to own beneficially more than 5% of the Common
Stock, by each of the Company's Directors and executive officers and by all
Directors and executive officers as a group. The persons named in the table have
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
<TABLE>
<CAPTION>
NAME SHARES PERCENTAGE(1)
<S> <C> <C>
Muriel F. Siebert 5,105,000 97.5%
885 Third Avenue, Suite 1720
New York, New York 10022
Nicholas P. Dermigny 0 *
T. K. Flatley 0 *
Daniel Iesu 0 *
Patricia L. Francy 0 *
Jane H. Macon 0 *
Monte E. Wetzler 0 *
Directors and executive officers 5,105,000 97.5%
as a group (7 persons)
</TABLE>
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* Less than 1%
(1)Percentages computed on the basis of 5,235,897 shares of Common Stock
outstanding as of April 28, 1997 in accordance with Rule 13d-3 promulgated
under the Exchange Act.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As a registered broker-dealer, the Company is subject to the Uniform Net
Capital Rule (Rule 15c3-1) promulgated by the Securities and Exchange
Commission. "Net capital" is defined as net worth (assets minus liabilities),
plus qualifying subordinated borrowings, less certain deductions. Ms. Siebert
has executed a subordinated note in favor of the Company in the principal amount
of $2 million which bears interest at 4% per annum and is due on December 31,
1998, a subordinated note in favor of the Company in the principal amount of $.5
million which bears interest at 8% per annum and is due on January 31, 1999, and
a subordinated note in favor of the Company in the principal amount of $.5
million which bears interest at 8% per annum and is due on October 31, 1999.
These notes will be automatically renewed for a period of one year if notice of
demand for payment is not given thirteen months prior to maturity. Interest paid
by the Company to Ms. Siebert on such subordinated borrowings was $123,000 for
the year ended December 31, 1996.
The foregoing relationship and transactions have been approved by the Board
or a committee of the Board or by the Shareholders and, to the extent that such
arrangements are available from non-affiliated parties, are on terms no less
favorable to the Company than those available from non-affiliated parties.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to report to
be signed on its behalf by the undersigned, thereunto duly authorized.
SIEBERT FINANCIAL CORP.
(registrant)
Dated: April 30, 1997 By: /s/Muriel F. Siebert
--------------------------
Muriel F. Siebert
President and Chair
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment to report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the date indicated.
Principal Financial Officer:
/s/T.K. Flatley
--------------------------------------
T.K. Flatley
Executive Vice President
and Chief Financial and
Administrative Officer (principal
financial and accounting officer)
Board of Directors:
/s/Muriel F. Siebert
--------------------------------------
Muriel F. Siebert, Chair, President
and Director
(principal executive officer)
/s/Nicholas P. Dermigny
--------------------------------------
Nicholas P. Dermigny, Director
--------------------------------------
Patricia L. Francy, Director
--------------------------------------
Jane H. Macon, Director
/s/Monte E. Wetzler
--------------------------------------
Monte E. Wetzler, Director
Dated: April 30, 1997
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