SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIEBERT FINANCIAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
New York
(State or Other Jurisdiction of Incorporation or Organization)
11-1796714
(I.R.S. Employer Identification No.)
885 Third Avenue, Suite 1720
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
1998 RESTRICTED STOCK AWARD PLAN OF SIEBERT FINANCIAL CORP.
(Full Title of the Plan)
Sarah Hewitt, Esq.
Brown Raysman Millstein Felder & Steiner LLP
120 West 45th Street
New York, New York 10036
(Name and Address of Agent For Service)
212-944-1515
(Telephone Number, Including Area Code, of Agent For Service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C> <C>
Proposed Proposed
Title Of Maximum Maximum Amount Of
Securities Amount Offering Aggregate Registration
To Be To Be Price Per Offering Fee
Registered Registered Share (1) Price (1)
- --------------------------------------------------------------------------------------------
Common Stock, par 15,000 shares $9.3125 $139,687.50 $41.21
value $.01 per share
============================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 of the Securities Act of 1933, as amended, based solely on the
average of the bid and asked prices of the registrant's Common Stock
reported on The Nasdaq SmallCap Market on January 2, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this registration
statement:
(a) Siebert Financial Corp.'s (the "Company") Annual Report on Form
10-K, as amended, for the fiscal year ended December 31, 1996.
(b) (i) The Company's Current Report on Form 8-K, filed on March 5,
1997, regarding a change of the Company's fiscal year; (ii) the
Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 1997; (iii) the Company's Quarterly Report on Form
10-QSB for the fiscal quarter ended June 30, 1997; and (iv) the
Company's Quarterly Report on Form 10-QSB, as amended, for the
fiscal quarter ended September 30, 1997.
(c) The description of the Common Stock of the Company contained in
the Company's registration statement on Form S-1 (Registration No.
333-18855), filed with the Commission on December 27, 1996, as
amended (the "Registration Statement").
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment to this
registration statement which indicates that all of the shares of Common Stock
offered hereunder have been sold or which deregisters all of such shares then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES
Incorporated by reference to the description of the Common Stock of the
Company contained in the Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
No named experts have interests in the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Company, as amended and
restated, provides that the liability of each and every director, in such
person's capacity as a director, to the Company and its shareholders, shall be
limited and eliminated to the full extent by law (as now or hereafter in
effect).
The By-laws of the Company provide that the Company shall indemnify any
person made a party
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to a derivative action by reason of the fact that such person was or is a
director of the Company, against the reasonable expenses incurred by such person
in connection with the defense of such an action or appeal therein, except in
matters where such director is found to have breached his or her duty to the
Company as set forth in Section 717 of the New York Business Corporation Law, as
then in effect or thereafter amended (the "BCL").
Section 722(c) of the BCL sets forth the standard that a director must
meet to be entitled to indemnification in derivative actions. In such actions,
the director must have conducted himself or herself in good faith, for a
purposes which he or she reasonably believed to be in the best interest of the
Company and, in criminal actions or proceediings, in addition, had no reasonable
cause to believe that his or her conduct was unlawful; provided, however, that
no indemnification is permitted in (a) threatened action, or a pending action
which is settled or otherwise disposed of, or (b) any claim, issue or matter as
to which such person shall have been adjudged to be liable to the Company,
unless and only to the extent that the court hearing such matter determines that
the person is fairly and reasonably entitled to indemnification.
The By-laws of the Company provide that the Company shall indemnify any
person made a party to an action other than a derivitive action by reason of the
fact that such person was or is a director of the Company, against the
reasonable expenses incurred by such person in connection with the defense of
such an action or appeal therein, so long as the director acted in good faith,
for a purpose the director reasonably believed to be in the best interest of the
Company and, in criminal matters, in addition, had not reasonable cause to
believe that his or her conduct was unlawful.
Section 722(a) of the BCL sets forth the standard that a director must
meet to be entitled to indemnification in an action other than a derivative
action. In such an action, the director must have conducted himself or herself
in good faith, for a purposes which he reasonably believed to be in the best
interest of the Company and, in criminal actions or proceediings, in addition,
had no reasonable cause to believe that his or her conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4 Description of the Common Stock of the Company (incorporated by
reference to the Company's Registration Statement on Form S-1
(Registration No. 333-18855), filed with the Commission on December 27,
1996 and amended on January 21, 1997 and March 10, 1997).
5 Opinion of Brown Raysman Millstein Felder & Steiner LLP, counsel to the
Company, as to the legality of the shares of Common Stock being
registered and to be issued by the Company.
23.1 Consent of Richard A. Eisner & Company, LLP.
23.2 The consent of Brown Raysman Millstein Felder & Steiner LLP is
contained in its opinion filed as Exhibit 5 to this registration
statement.
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ITEM 9. 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:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(b) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information in this registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(c) to include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.
(2) That, for 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.
(4) 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 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.
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(5) 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, office 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 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 New York, State of New York, on this 5th day of
January, 1998.
SIEBERT FINANCIAL CORP.
By: /s/ Muriel F. Siebert
-----------------------------------------
Muriel F. Siebert
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/s/ Muriel F. Siebert President, Director and Chairman January 5, 1998
- ----------------------------------- of the Board
Muriel F. Siebert (principal executive officer)
/s/ Richard M. Feldman Executive Vice President-Finance and January 5, 1998
- ----------------------------------- Chief Financial Officer
Richard M. Feldman (principal financial and
accounting officer)
/s/ Nicholas P. Dermigny
- ----------------------------------- Director January 5, 1998
Nicholas P. Dermigny
/s/ Monte E. Wetzler
- ----------------------------------- Director January 5, 1998
Monte E. Wetzler
/s/ Patricia L. Francy
- ----------------------------------- Director January 5, 1998
Patricia L. Francy
/s/ Jane H. Macon
- ----------------------------------- Director January 5, 1998
Jane H. Macon
</TABLE>
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EXHIBIT INDEX
NUMBER EXHIBIT
4 Description of the Common Stock of the Company (incorporated
by reference to the Company's Registration Statement on Form
S-1 (Registration No. 333-18855), filed with the Commission on
December 27, 1996 and amended on January 21, 1997 and March
10, 1997).
5 Opinion of Brown Raysman Millstein Felder & Steiner LLP,
counsel to the Company, as to the legality of the shares of
Common Stock being registered and to be issued by the Company.
23.1 Consent of Richard A. Eisner & Company, LLP.
23.2 The consent of Brown Raysman Millstein Felder & Steiner LLP is
contained in its opinion filed as Exhibit 5 to this
registration statement.
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Exhibit 5
Brown Raysman Millstein Felder & Steiner LLP
120 West 45th Street, 20th Floor
New York, New York 10036
(212) 944-1515
January 7, 1998
Siebert Financial Corp.
885 Third Avenue, Suite 1720
New York, New York 10022
Re: REGISTRATION STATEMENT ON FORM S-8 OF SIEBERT FINANCIAL
CORP. (THE "COMPANY")
Gentlemen:
We have examined the Registration Statement on Form S-8 relating to the
1997 Restricted Stock Award Plan of Siebert Financial Corp. (the "Plan") to be
filed by the Company with the Securities and Exchange Commission on or about
January 7, 1998 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 15,000 shares of
the Common Stock, par value $.01 per share, of the Company (the "Common
Shares"). We have examined such corporate records, agreements and other
instruments and documents as we have deemed necessary as a basis for the opinion
hereinafter expressed.
Based upon the foregoing and having regard to legal considerations
which we deemed relevant, we are of the opinion that up to 15,000 Common Shares
to which the above-mentioned Registration Statement relates, and which may be
issued by the Company, are duly authorized and, when issued by the Company in
accordance with the terms of the Plan, will be legally issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendment thereto, and the Prospectus relating
thereto.
Very truly yours,
BROWN RAYSMAN MILLSTEIN FELDER
& STEINER LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Siebert Financial Corp. ("Siebert") and related prospectus of our
report dated February 14, 1997, with respect to the consolidated financial
statements of Siebert which are included in its Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.
/s/ RICHARD A. EISNER & COMPANY, LLP
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New York, New York
January 6, 1998
