SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
[ ] Preliminary information statement [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive information statement
SIEBERT FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.;
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
SIEBERT FINANCIAL CORP.
885 THIRD AVENUE, SUITE 1720
NEW YORK, NEW YORK 10022
(212) 644-2400
INFORMATION STATEMENT
This Information Statement is furnished by the Board of Directors of
Siebert Financial Corp., a New York corporation (the "Company"), in connection
with the taking of certain corporate action, as described below, upon written
consent in lieu of a meeting of the Company's shareholders. This Information
Statement is first being sent to the Company's shareholders on or about March
16, 1998.
-----------
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
-----------
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO EFFECT A FOUR-FOR-ONE STOCK SPLIT
GENERAL
The Company's common stock, par value $.01 per share (the "Common
Stock"), is listed on The Nasdaq SmallCap Market (the "SCM") under the symbol
"SIEB." On March 9, 1998, the closing price of the Common Stock was $25.125 per
share and there were 5,247,873 shares of Common Stock issued and outstanding and
held by approximately 750 beneficial holders. Of such shares, approximately
5,075,000 were beneficially owned by Muriel F. Siebert, the Chair, President and
a Director of the Company.
On August 22, 1997, the Securities and Exchange Commission approved new
listing standards for companies listed on the SCM. These changes materially
enhance the quantitative threshold criteria necessary to qualify for initial
entry and continued listing on The Nasdaq Stock Market. In addition, corporate
governance requirements, currently applicable to the Nasdaq National Market, for
the first time will extend to the SCM. Companies, including the Company, had
until February 23, 1998 to comply with the new continuing inclusion requirements
which has been extended for many companies.
The Board of Directors believes that it is in the best interests of the
Company and its shareholders that the Common Stock continues to be included in
the SCM. The Board of Directors believes this is the best market for the
Company's stock because it has a widespread following and includes numerous
companies of high quality. The Company currently meets all the new standards
<PAGE>
except for one of the quantitative criteria. Specifically, the number of shares
of outstanding Common Stock that are not held directly or indirectly by any
officer or director of the Company or by any person who is the beneficial owner
of more than 10% of the outstanding shares of Common Stock of the Company is
below the minimum requirement of 500,000 as of February 28, 1998.
On February 9, 1998, the Board of Directors and, on February 23, 1998,
Muriel F. Siebert, the holder of 96.7% of the Common Stock, approved pursuant to
Sections 803, 708 and 615 of the New York Business Corporation Law an amendment
to the Company's Certificate of Incorporation as set forth in EXHIBIT A attached
hereto that effects a four-for-one stock split of the outstanding and treasury
shares of the Company's Common Stock. The only changes in the Company's
Certificate of Incorporation made by the proposed Certificate of Amendment would
be the changes described herein and contained in EXHIBIT A hereto. The
four-for-one stock split will automatically occur upon the filing of a
Certificate of Amendment to the Company's Certificate of Incorporation with the
New York Secretary of State, which will not be earlier than April 6, 1998, which
is at least 20 days after the mailing of this Information Statement.
As of March 13, 1998, the record date for the mailing of this
Information Statement (the "Record Date"), there were 5,247,873 shares of Common
Stock outstanding. Pursuant to the provisions of the Company's Certificate of
Incorporation and New York corporate law, as recently amended, the approval of
the holders of a majority of the outstanding shares of Common Stock is necessary
to adopt the amendment to the Certificate of Incorporation effecting the
four-for-one stock split. Each outstanding share of Common Stock is entitled to
one vote on the proposal to adopt the amendment. Ms. Siebert, as the holder of
96.7% of the voting power of the Common Stock, therefore, has the requisite
power to approve the amendment by written consent. Such consent was executed and
delivered on February 23, 1998. Under New York law, shareholders who do not
consent to the amendment do not have appraisal rights with respect to the shares
held by them. Upon the effectiveness of the proposed amendment, all shareholders
of the Company will be bound thereby, whether or not they have consented
thereto.
A stock split of the outstanding stock will have the effect of
increasing the number of shares owned by each shareholder, while proportionately
decreasing the price per share. By way of example, assuming a four-for-one stock
split, a shareholder who owned 100 shares at a price of $25.125 prior to the
split, would own 400 shares at a price of approximately $6.25 upon completion of
the stock split. Accordingly, each shareholder's proportionate share ownership
remains undiluted by the stock split. The Company believes that the four-for-one
stock split is an appropriate action that will assist in protecting its listing
on the SCM enabling it to comply with the minimum requirements of the SCM.
2
<PAGE>
PRINCIPAL EFFECTS OF THE FOUR-FOR-ONE STOCK SPLIT
Consummation of the four-for-one stock split will not change the number
of shares of Common Stock authorized by the Company's Certificate of
Incorporation, which will remain at 49,000,000, par value $.01 per share. As of
March 13, 1998, the Company had 5,247,873 shares of Common Stock outstanding.
After the four-for-one stock split, the outstanding shares will be approximately
20,991,492.
All outstanding stock options will be adjusted for the four-for-one
stock split.
The Board of Directors believes that the four-for-one stock split will
be beneficial to the Company. Although the effect on the market price of the
shares of Common Stock cannot be predicted with certainty, it is likely that the
Certificate of Amendment would initially result in the market price of each
share of Common Stock being approximately one-fourth of that previously
prevailing, although the market price of all shares of Common Stock held by a
particular stockholder should remain approximately the same. The stock split may
result in a broader market for the Common Stock and more widespread ownership of
the Common Stock, thereby increasing the liquidity of the Common Stock. The
stock split may also cause brokerage commissions and other expenses associated
with buying and selling shares of Common Stock to increase in certain
transactions involving the purchase or sale of shares of Common Stock.
In connection with the four-for-one stock split, a transfer of $.01 for
each additional share of Common Stock issued, or approximately $157,436, will be
made from the Company's capital in excess of par value account and then, to the
extent necessary, from the Company's retained earnings account as of the date of
filing of the Certificate of Amendment to the Company's Certificate of
Incorporation with the New York Secretary of State, so that the additional
shares to be issued will be fully paid.
The Company will apply for listing on the SCM of the additional shares
of Common Stock to be issued as a result of the four-for-one stock split.
STOCK CERTIFICATES
The four-for-one stock split will automatically occur upon the filing
of a Certificate of Amendment to the Company's Certificate of Incorporation with
the New York Secretary of State, which will be not be earlier than April 6,
1998, which is at least 20 days after the mailing of this Information Statement.
No further action will be required by the shareholders. Holders of record of the
Company's Common Stock at the close of business on March 13, 1998, the record
date for the stock split (the "Record Date for Payment"), will be entitled to
receive three additional shares of Common Stock for each share of Common Stock
then held. Similarly, the Company shall be entitled to receive three shares of
Common Stock for each share held in its treasury, if any, as of the close of
business on the Record Date for Payment. Once the Certificate of Amendment
becomes effective, anticipated to be on or about April 6, 1998, it will not be
3
<PAGE>
necessary for any shareholder, or the Company in respect of treasury shares, if
any, to exchange certificates representing currently outstanding or treasury
shares of Common Stock. After the four-for-one stock split is effective, such
certificates would continue to represent the same number of shares of Common
Stock as they did prior to the stock split. Certificates representing additional
shares of Common Stock to which each shareholder is entitled are expected to be
mailed on or about April 7, 1998. All such newly issued shares of Common Stock
resulting from the four-for-one stock split would continue to have the same par
value and the same rights, including voting rights, as the existing shares of
Common Stock. Under the Company's Certificate of Incorporation, no holders of
Common Stock of the Company are entitled to any preemptive rights with respect
to any shares of the Company's Common Stock. No preemptive rights are provided
in the Certificate of Amendment for any future issuance of shares of Common
Stock.
FEDERAL INCOME TAX CONSEQUENCES OF THE FOUR-FOR-ONE STOCK SPLIT
The following is a summary of the material anticipated federal income
tax consequences of the four-for-one stock split to holders of the Common Stock.
This summary is based on the federal income tax laws now in effect and as
currently interpreted; it does not take into account possible changes in such
laws or interpretations, including amendments to applicable statutes,
regulations, and proposed regulations or changes in judicial or administrative
rulings, some of which may have retroactive effect. This summary is provided for
general information only and does not purport to address all aspects of the
possible federal income tax consequences of the four-for-one stock split and IS
NOT INTENDED AS TAX ADVICE TO ANY PERSON. In particular, and without limiting
the foregoing, this summary does not consider the federal income tax
consequences to shareholders of the Company in light of their individual
investment circumstances or to holders subject to special treatment under the
federal income tax laws (for example, life insurance companies, regulated
investment companies and foreign taxpayers). The summary does not address any
consequence of the four-for-one stock split under any state, local or foreign
tax laws.
No ruling from the Internal Revenue Service or opinion of counsel will
be obtained regarding the federal income tax consequences to the shareholders of
the Company as a result of the four-for-one stock split. ACCORDINGLY, EACH
SHAREHOLDER IS ENCOURAGED TO CONSULT HIS OR HER TAX ADVISOR REGARDING THE
SPECIFIC TAX CONSEQUENCES OF THE PROPOSED TRANSACTION TO SUCH SHAREHOLDER,
INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND FOREIGN INCOME
AND OTHER TAX LAWS.
The Company believes that no taxable gain or loss under current Federal
income tax laws would result from the four-for-one stock split. Following the
four-for-one stock split, each additional share of Common Stock and each
presently outstanding share of Common Stock with respect to which additional
shares are distributed will have a cost or other tax basis (for computing
4
<PAGE>
subsequent gain or loss) equal to one-fourth of the cost or other tax basis of
the original share. In addition, the holding period of the additional shares
would be deemed under such laws to be the same as the holding period for the
original shares.
5
<PAGE>
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 March 9, 1998. The
information given is based on information furnished to the Company by such
persons or groups and statements filed with the Commission.
Shares of Percent of
Name And Address Of Beneficial Owner Common Stock Class(1)
- ------------------------------------ ------------ --------
Muriel F. Siebert 5,075,000 96.7%
885 Third Avenue, Suite 1720
New York, New York 10022
- ------------------
(1) Includes in each case shares of Common Stock issuable upon exercise of
options exercisable within 60 days for the subject individual only. Percentages
computed on the basis of 5,247,873 shares of Common Stock outstanding as of
March 9, 1998.
6
<PAGE>
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 March 9, 1998. 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.
Name Shares Percentage(1)
- ---- ------ -------------
Muriel F. Siebert 5,075,000 96.7%
885 Third Avenue, Suite 1720
New York, New York 10022
Nicholas P. Dermigny 100 *
Richard M. Feldman 100 *
Daniel Iesu 100 *
Patricia L. Francy 10,000(2) *
Jane H. Macon 10,000(2) *
Monte E. Wetzler 10,000(2) *
Directors and executive officers 5,105,300(3) 97.3%
as a group (7 persons)
- ------------
* Less than 1%
- ------------------
(1) Percentages computed on the basis of 5,247,873 shares of Common Stock
outstanding as of March 9, 1998 in accordance with Rule 13d-3 promulgated under
the Securities Exchange Act of 1934, as amended.
(2) Consists of 10,000 shares of Common Stock which the director has the right
to acquire pursuant to a stock option grant.
(3) Includes options to purchase an aggregate of 30,000 shares of Common Stock
described in footnote 2 above.
7
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference: (a) the Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, as amended by Amendment No. 1 thereto filed
on April 30, 1997; (b) the Quarterly Report on Form 10-QSB for the quarterly
period ended March 31, 1997; (c) the Quarterly Report on Form 10-QSB for the
quarterly period ended June 30, 1997; (d) the Quarterly Report on Form 10-QSB
for the quarterly period ended September 30, 1997, as amended by Amendment No. 1
thereto filed November 17, 1997; and (e) the Current Report on Form 8-K filed
March 5, 1997. Copies of such documents may be obtained without charge (except
for exhibits thereto which will be furnished upon payment of the Company's
reasonable expenses in furnishing such exhibits) by any person solicited
hereunder by writing to: Richard M. Feldman, Executive Vice President and Chief
Financial Officer, Siebert Financial Corp., 885 Third Avenue, Suite 1720, New
York, New York 10022.
By Order of the Board of Directors
Daniel Iesu
SECRETARY
Dated: March 16, 1998
8
<PAGE>
EXHIBIT A
PROPOSED AMENDMENT
TO
CERTIFICATE OF INCORPORATION
Article THIRD of the Company's Certificate of Incorporation shall be
amended to include a new third paragraph which shall read in its entirety as
follows:
"Each share of Common Stock issued and held of record at the close of
business on April [7], 1998, including shares held by the Corporation as
treasury shares, if any, shall automatically be converted at such time into four
validly issued, fully paid and nonassessable shares of Common Stock."
