As filed with the Securities and Exchange Commission on February 25, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 11-1796714
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
885 THIRD AVENUE
NEW YORK, NEW YORK 10022
212-644-2400
(Address of Principal Executive Offices) (Zip Code)
STOCK OPTION AGREEMENT WITH PATRICIA L. FRANCY
STOCK OPTION AGREEMENT WITH JANE H. MACON
STOCK OPTION AGREEMENT WITH MONTE E. WETZLER
(Full Title of the Plan)
--------------------
LEONARD M. LEIMAN, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
FAX: (212) 752-5958
(Name and Address of Agent For Service)
Telephone Number, Including Area Code, of Agent For Service
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE 120,000 $19.75 $2,370,000 $658.86
===================================================================================================================================
</TABLE>
(1) THE PRICE IS ESTIMATED PURSUANT TO RULE 457(h) OF THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), SOLELY FOR THE PURPOSE OF CALCULATING THE
REGISTRATION FEE AND IS THE PRODUCT RESULTING FROM MULTIPLYING 120,000,
THE NUMBER OF ADDITIONAL SHARES REGISTERED BY THIS REGISTRATION
STATEMENT AS TO WHICH OPTIONS MAY BE GRANTED UNDER THE STOCK OPTION
AGREEMENT WITH PATRICIA L. FRANCY, THE STOCK OPTION AGREEMENT WITH JANE
H. MACON AND THE STOCK OPTION AGREEMENT WITH MONTE E. WETZLER, BY
$19.75, THE AVERAGE OF THE HIGH AND LOW PRICES OF SIEBERT FINANCIAL
CORP. COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET ON
FEBRUARY 18, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information contained in this Registration Statement has been
adjusted to give effect to the 4 for 1 stock split effective April 7, 1998.
In accordance with the rules and regulations of the Securities and
Exchange Commission, the documents containing the information called for in Part
I of Form S-8 will be sent or given to individuals who participate in our stock
option agreement with Patricia L. Francy, our stock option agreement with Jane
H. Macon and our stock option agreement with Monte E. Wetzler. Such information
is not being filed with or included in this Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Siebert Financial Corp. (the
"Company") are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1997.
(ii) The Company's prospectus filed pursuant to Rule
424(b) under the Securities Act on July 31, 1998 (the
"424(b) Prospectus"), as such 424(b) Prospectus was
amended by the filing of a post-effective amendment
to the Registration Statement containing the 424(b)
Prospectus on each of August 31, 1998, October 1,
1998, November 6, 1998, December 15, 1998 and
December 28, 1998.
(iii) The Company's Quarterly Reports on Form 10-QSB for
the quarters ended March 31, 1998, June 30, 1998 and
September 30, 1998.
(iv) The description of the Company's common stock
contained in the 424(b) Prospectus.
In addition to the foregoing, 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, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
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 424(b) Prospectus.
II-1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares being offered hereby and certain other legal
matters in connection with the offering of such securities will be passed upon
for the Company by Fulbright & Jaworski L.L.P., securities counsel to the
Company.
Jane H. Macon, a partner in Fulbright & Jaworski L.L.P., the Company's
counsel, is a director of the Company. Ms. Macon holds options to purchase
40,000 shares of the Company's common stock.
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 permitted 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 to a derivative action by reason of the fact that such
person was or is a director or officer 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 purpose
which he or she reasonably believed to be in the best interest of the Company
and, in criminal actions or proceedings, had no reasonable cause to believe that
his or her conduct was unlawful; PROVIDED, HOWEVER, that no indemnification is
permitted (unless and only to the extent that the court hearing such matter
determines that the person is fairly and reasonably entitled to indemnification)
in (i) a threatened action, or a pending action which is settled or otherwise
disposed of, or (ii) any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Company.
The By-laws of the Company provide that the Company shall indemnify any
person made a party to an action other than 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, 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, had no 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
II-2
<PAGE>
best interest of the Company and, in criminal actions or proceedings, had no
reasonable cause to believe that his or her conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 Stock Option Agreement, dated March 11, 1997, between the
Company and Patricia L. Francy
4.2 Stock Option Agreement, dated March 11, 1997, between the
Company and Jane H. Macon
4.3 Stock Option Agreement, dated March 11, 1997, between the
Company and Monte E. Wetzler
5 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Richard A. Eisner & Company, LLP
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)
24 Power of Attorney (included in signature page)
ITEM 9. UNDERTAKINGS
(a) 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
which, individually or together, represent a
fundamental change in the information in the
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
end 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
II-3
<PAGE>
price set forth in the "Calculation of Registration
Fee" table in the effective 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 paragraphs (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 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) 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.
(h) 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 Securities Act of 1933 and is, therefore,
unenforceable. In the event 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 of
the registrant 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 Securities Act of 1933 and will be governed
by the final adjudication of such issue.
II-4
<PAGE>
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 New York, New York on the 25th day of February, 1999.
SIEBERT FINANCIAL CORP.
By: /s/ MURIEL F. SIEBERT
------------------------------
Muriel F. Siebert
Chair and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Muriel F. Siebert and Nicholas P.
Dermigny, or either of them, the undersigned's true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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 dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ MURIEL F. SIEBERT Chair, President and Director February 25, 1999
- ------------------------------- (Principal Executive Officer)
Muriel F. Siebert
Executive Vice President, February ___, 1999
- ------------------------------- Chief Operating Officer
Nicholas P. Dermigny and Director
/s/ MITCHELL M. COHEN Chief Financial Officer February 25, 1999
- ------------------------------- and Assistant Secretary
Mitchell M. Cohen (Principal Financial and
Accounting Officer)
/s/ PATRICIA L. FRANCY Director February 25, 1999
- -------------------------------
Patricia L. Francy
/s/ JANE H. MACON Director February 25, 1999
- -------------------------------
Jane H. Macon
</TABLE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------
4.1 Stock Option Agreement, dated March 11, 1997, between the
Company and Patricia L. Francy
4.2 Stock Option Agreement, dated March 11, 1997, between the
Company and Jane H. Macon
4.3 Stock Option Agreement, dated March 11, 1997, between the
Company and Monte E. Wetzler
5 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Richard A. Eisner & Company, LLP
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)
24 Power of Attorney (included in signature page)
EXHIBIT 4.1
(Non-Employee Director)
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement") made and entered into
as of the 11th day of March, 1997, by and between Siebert Financial Corp., a New
York corporation (the "Company"), and Patricia L. Francy (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company (the "Board")
has approved the issuance of stock options to its non-employee directors, at a
meeting of the Board in which the form and content of this Agreement was
approved by a vote of those directors not receiving the stock options
contemplated by this Agreement;
WHEREAS, the Company, recognizing the value to it of the
continued services of the Optionee as a director of the Company, desires to
furnish added inducements and incentives for the Optionee to continue with the
Company, and desires to develop a larger personal and financial interest on the
part of the Optionee in the success of the Company; and
WHEREAS, the Board with power and authority to grant the stock
options to non-employee has decided to grant to the Optionee an option to
purchase shares of common stock, par value $.01 per share (the "Common Stock"),
of the Company in the amount and at the price stated below, subject to all the
terms and conditions contained in this Agreement.
NOW, THEREFORE, it is agreed by and between the parties hereto
as follows:
1. The Company hereby evidences and confirms its grant to the
Optionee on March 11, 1997 (the "Date of Grant") of an option (the "Option") to
purchase 10,000 shares of Common Stock (the "Option Shares") at an option price
of $9.25 per share. The Option shall expire on the fifth anniversary of the Date
of Grant (the "Expiration Date"), subject to earlier termination as provided in
this Agreement.
2. Subject to the other provisions of this Agreement regarding
the exercisability of the Option, this Option may be exercised as provided in
this paragraph 2. The Optionee shall have the right to purchase one hundred
percent (100%) of the Option Shares on and after the six month anniversary of
the date of grant.
3. In the event of a termination of the Optionee's
directorship while any portion of the Option remains unexercised, his rights to
exercise the Option shall be only as follows:
RETIREMENT. If the Optionee's directorship terminates
by reason of retirement at or after age 65, the Optionee's
Option may, within 90 days following retirement, be exercised
with respect to all or any part of the shares of Common Stock
subject
<PAGE>
thereto regardless of whether the Option was otherwise
exercisable at the time the Optionee's directorship
terminates.
DEATH OR DISABILITY. If the Optionee ceases to be a
director of the Company by reason of death or permanent
disability, the Optionee's options may be exercised within 90
days of such death or disability, with respect to all or any
part of the shares of Common Stock subject thereto regardless
of whether the Option was otherwise exercisable at the time
the Optionee's employment terminates.
TERMINATION FOR CAUSE. No Options may be exercised
following the Optionee's termination by the Company for Cause.
OTHER CIRCUMSTANCES. If the Optionee's directorship
terminates under circumstances other than those described
above, the Optionee's Options must be exercised within 30 days
following the date of such termination and only with respect
to such number of shares as to which the right of exercise had
accrued at the time of termination of directorship.
In no event may the Option be exercised in whole or in part after the Expiration
Date.
4. The Option is not transferable by the Optionee other than
by will or the laws of descent and distribution and is exercisable, during the
Optionee's lifetime, only by the Optionee.
5. In order to exercise the Option, in whole or in part, the
Optionee shall give written notice to the Company, specifying the number of
shares to be purchased and the purchase price to be paid, and accompanied by the
payment of the purchase price. Such purchase price may be paid in cash or in
shares of Common Stock evidenced by negotiable certificates, valued at their
fair market value on the date of exercise. Alternatively, payment may be made by
the Optionee delivering a properly executed exercise notice together with
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds necessary to pay the purchase price in full, and
such other documents as the Board may determine. Upon receipt of payment, the
Company shall deliver to the Optionee (or such other person entitled to exercise
the Option) a certificate or certificates for such Option Shares. If
certificates representing shares of Common Stock are used to pay all or part of
the purchase price of the Option, separate certificates shall be delivered by
the Company representing the same number of shares as each certificate so used
and an additional certificate shall be delivered representing the additional
shares to which the Optionee is entitled as a result of the exercise of the
Option after deducting the number of shares required to be applied to such
purchase price.
6. The Option shall be exercised only with respect to full
shares of Common Stock; no fractional shares shall be issued.
7. As a condition to the issuance of Option Shares, the
Optionee agrees to remit to the Company, no later than the date as of which an
amount first becomes includible in the Optionee's gross income for Federal
income tax purposes with respect to the Option Shares, any taxes required to be
withheld by the Company under the applicable laws or other regulations of any
governmental authority, whether Federal, state or local, and whether domestic or
foreign. Unless otherwise determined by the Committee, the withholding
obligations may be settled with Common Stock. The Company's obligations under
this Agreement are conditional on receiving such payment and the Company has the
right to deduct such taxes from any payment due to the Optionee.
<PAGE>
8. The Option granted hereunder does not qualify as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended.
9. This Agreement shall be binding upon and inure to the
benefit of any successor or assignee of the Company and to any executor,
administrator, legal representative, legatee or distributes entitled by law to
the Optionee's rights hereunder.
10. In the event that the shares of Common Stock, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company or of another corporation
(whether by reason of merger, consolidation, recapitalization, reclassification,
split-up, combination of shares or otherwise) or if the number of such shares
shall be increased through the payment of a stock dividend, or a dividend on
shares of Common Stock of rights or warrants to purchase securities of the
Company shall be made, then there shall be substituted for or added to each
share of Common Stock subject to the Option the number and kind of shares of
stock or other securities into which each outstanding share of Common Stock
shall be so changed, or for which each such share shall be exchanged, or to
which each such share shall be entitled, as the case may be, and references
herein to share of Common Stock shall be deemed to be references to any such
stock or other securities as appropriate. The Option shall also be appropriately
amended as to price and other terms as may be necessary to reflect the foregoing
events. In the event there shall be any other change in the number or kind of
the outstanding shares of Common Stock or any stock or other securities into
which such shares shall have been changed or for which they shall have been
exchanged, then if the Company shall, in its sole discretion, determine that
such change equitably requires an adjustment in the Option, such adjustment
shall be made in accordance with such determination. Fractional shares resulting
from any adjustment in the Option pursuant to this paragraph 15 may be settled
in cash or otherwise as the Company shall determine. Notice of any adjustment
shall be given by the Company to the Optionee and such adjustment (whether or
not such notice is given) shall be effective and binding for the purposes of
this Agreement.
11. This Agreement constitutes the entire agreement and
understanding among the parties with respect to the subject matter hereof and
supersedes all prior agreements with respect to the subject matter hereof.
<PAGE>
12. This Agreement shall be construed and enforced in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officers and the Optionee has duly executed
this Agreement as of the date first above written.
SIEBERT FINANCIAL CORP.
By: /s/ MURIEL F. SIEBERT
----------------------------------
Name: Muriel F. Siebert
Title: President
/s/ PATRICIA L. FRANCY
----------------------------------
Optionee
EXHIBIT 4.2
(Non-Employee Director)
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement") made and entered into
as of the 11th day of March, 1997, by and between Siebert Financial Corp., a New
York corporation (the "Company"), and Jane H. Macon (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company (the "Board")
has approved the issuance of stock options to its non-employee directors, at a
meeting of the Board in which the form and content of this Agreement was
approved by a vote of those directors not receiving the stock options
contemplated by this Agreement;
WHEREAS, the Company, recognizing the value to it of the
continued services of the Optionee as a director of the Company, desires to
furnish added inducements and incentives for the Optionee to continue with the
Company, and desires to develop a larger personal and financial interest on the
part of the Optionee in the success of the Company; and
WHEREAS, the Board with power and authority to grant the stock
options to non-employee has decided to grant to the Optionee an option to
purchase shares of common stock, par value $.01 per share (the "Common Stock"),
of the Company in the amount and at the price stated below, subject to all the
terms and conditions contained in this Agreement.
NOW, THEREFORE, it is agreed by and between the parties hereto
as follows:
1. The Company hereby evidences and confirms its grant to the
Optionee on March 11, 1997 (the "Date of Grant") of an option (the "Option") to
purchase 10,000 shares of Common Stock (the "Option Shares") at an option price
of $9.25 per share. The Option shall expire on the fifth anniversary of the Date
of Grant (the "Expiration Date"), subject to earlier termination as provided in
this Agreement.
2. Subject to the other provisions of this Agreement regarding
the exercisability of the Option, this Option may be exercised as provided in
this paragraph 2. The Optionee shall have the right to purchase one hundred
percent (100%) of the Option Shares on and after the six month anniversary of
the date of grant.
3. In the event of a termination of the Optionee's
directorship while any portion of the Option remains unexercised, his rights to
exercise the Option shall be only as follows:
RETIREMENT. If the Optionee's directorship terminates
by reason of retirement at or after age 65, the Optionee's
Option may, within 90 days following retirement, be exercised
with respect to all or any part of the shares of Common Stock
subject
<PAGE>
thereto regardless of whether the Option was otherwise
exercisable at the time the Optionee's directorship
terminates.
DEATH OR DISABILITY. If the Optionee ceases to be a
director of the Company by reason of death or permanent
disability, the Optionee's options may be exercised within 90
days of such death or disability, with respect to all or any
part of the shares of Common Stock subject thereto regardless
of whether the Option was otherwise exercisable at the time
the Optionee's employment terminates.
TERMINATION FOR CAUSE. No Options may be exercised
following the Optionee's termination by the Company for Cause.
OTHER CIRCUMSTANCES. If the Optionee's directorship
terminates under circumstances other than those described
above, the Optionee's Options must be exercised within 30 days
following the date of such termination and only with respect
to such number of shares as to which the right of exercise had
accrued at the time of termination of directorship.
In no event may the Option be exercised in whole or in part after the Expiration
Date.
4. The Option is not transferable by the Optionee other than
by will or the laws of descent and distribution and is exercisable, during the
Optionee's lifetime, only by the Optionee.
5. In order to exercise the Option, in whole or in part, the
Optionee shall give written notice to the Company, specifying the number of
shares to be purchased and the purchase price to be paid, and accompanied by the
payment of the purchase price. Such purchase price may be paid in cash or in
shares of Common Stock evidenced by negotiable certificates, valued at their
fair market value on the date of exercise. Alternatively, payment may be made by
the Optionee delivering a properly executed exercise notice together with
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds necessary to pay the purchase price in full, and
such other documents as the Board may determine. Upon receipt of payment, the
Company shall deliver to the Optionee (or such other person entitled to exercise
the Option) a certificate or certificates for such Option Shares. If
certificates representing shares of Common Stock are used to pay all or part of
the purchase price of the Option, separate certificates shall be delivered by
the Company representing the same number of shares as each certificate so used
and an additional certificate shall be delivered representing the additional
shares to which the Optionee is entitled as a result of the exercise of the
Option after deducting the number of shares required to be applied to such
purchase price.
6. The Option shall be exercised only with respect to full
shares of Common Stock; no fractional shares shall be issued.
7. As a condition to the issuance of Option Shares, the
Optionee agrees to remit to the Company, no later than the date as of which an
amount first becomes includible in the Optionee's gross income for Federal
income tax purposes with respect to the Option Shares, any taxes required to be
withheld by the Company under the applicable laws or other regulations of any
governmental authority, whether Federal, state or local, and whether domestic or
foreign. Unless otherwise determined by the Committee, the withholding
obligations may be settled with Common Stock. The Company's obligations under
this Agreement are conditional on receiving such payment and the Company has the
right to deduct such taxes from any payment due to the Optionee.
<PAGE>
8. The Option granted hereunder does not qualify as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended.
9. This Agreement shall be binding upon and inure to the
benefit of any successor or assignee of the Company and to any executor,
administrator, legal representative, legatee or distributes entitled by law to
the Optionee's rights hereunder.
10. In the event that the shares of Common Stock, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company or of another corporation
(whether by reason of merger, consolidation, recapitalization, reclassification,
split-up, combination of shares or otherwise) or if the number of such shares
shall be increased through the payment of a stock dividend, or a dividend on
shares of Common Stock of rights or warrants to purchase securities of the
Company shall be made, then there shall be substituted for or added to each
share of Common Stock subject to the Option the number and kind of shares of
stock or other securities into which each outstanding share of Common Stock
shall be so changed, or for which each such share shall be exchanged, or to
which each such share shall be entitled, as the case may be, and references
herein to share of Common Stock shall be deemed to be references to any such
stock or other securities as appropriate. The Option shall also be appropriately
amended as to price and other terms as may be necessary to reflect the foregoing
events. In the event there shall be any other change in the number or kind of
the outstanding shares of Common Stock or any stock or other securities into
which such shares shall have been changed or for which they shall have been
exchanged, then if the Company shall, in its sole discretion, determine that
such change equitably requires an adjustment in the Option, such adjustment
shall be made in accordance with such determination. Fractional shares resulting
from any adjustment in the Option pursuant to this paragraph 15 may be settled
in cash or otherwise as the Company shall determine. Notice of any adjustment
shall be given by the Company to the Optionee and such adjustment (whether or
not such notice is given) shall be effective and binding for the purposes of
this Agreement.
11. This Agreement constitutes the entire agreement and
understanding among the parties with respect to the subject matter hereof and
supersedes all prior agreements with respect to the subject matter hereof.
<PAGE>
12. This Agreement shall be construed and enforced in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officers and the Optionee has duly executed
this Agreement as of the date first above written.
SIEBERT FINANCIAL CORP.
By: /s/ MURIEL F. SIEBERT
--------------------------------------
Name: Muriel F. Siebert
Title: President
/s/ JANE H. MACON
--------------------------------------
Optionee
EXHIBIT 4.3
(Non-Employee Director)
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement") made and entered into
as of the 11th day of March, 1997, by and between Siebert Financial Corp., a New
York corporation (the "Company"), and Monte E. Wetzler (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company (the "Board")
has approved the issuance of stock options to its non-employee directors, at a
meeting of the Board in which the form and content of this Agreement was
approved by a vote of those directors not receiving the stock options
contemplated by this Agreement;
WHEREAS, the Company, recognizing the value to it of the
continued services of the Optionee as a director of the Company, desires to
furnish added inducements and incentives for the Optionee to continue with the
Company, and desires to develop a larger personal and financial interest on the
part of the Optionee in the success of the Company; and
WHEREAS, the Board with power and authority to grant the stock
options to non-employee has decided to grant to the Optionee an option to
purchase shares of common stock, par value $.01 per share (the "Common Stock"),
of the Company in the amount and at the price stated below, subject to all the
terms and conditions contained in this Agreement.
NOW, THEREFORE, it is agreed by and between the parties hereto
as follows:
1. The Company hereby evidences and confirms its grant to the
Optionee on March 11, 1997 (the "Date of Grant") of an option (the "Option") to
purchase 10,000 shares of Common Stock (the "Option Shares") at an option price
of $9.25 per share. The Option shall expire on the fifth anniversary of the Date
of Grant (the "Expiration Date"), subject to earlier termination as provided in
this Agreement.
2. Subject to the other provisions of this Agreement regarding
the exercisability of the Option, this Option may be exercised as provided in
this paragraph 2. The Optionee shall have the right to purchase one hundred
percent (100%) of the Option Shares on and after the six month anniversary of
the date of grant.
3. In the event of a termination of the Optionee's
directorship while any portion of the Option remains unexercised, his rights to
exercise the Option shall be only as follows:
RETIREMENT. If the Optionee's directorship terminates
by reason of retirement at or after age 65, the Optionee's
Option may, within 90 days following retirement, be exercised
with respect to all or any part of the shares of Common Stock
subject
<PAGE>
thereto regardless of whether the Option was otherwise
exercisable at the time the Optionee's directorship
terminates.
DEATH OR DISABILITY. If the Optionee ceases to be a
director of the Company by reason of death or permanent
disability, the Optionee's options may be exercised within 90
days of such death or disability, with respect to all or any
part of the shares of Common Stock subject thereto regardless
of whether the Option was otherwise exercisable at the time
the Optionee's employment terminates.
TERMINATION FOR CAUSE. No Options may be exercised
following the Optionee's termination by the Company for Cause.
OTHER CIRCUMSTANCES. If the Optionee's directorship
terminates under circumstances other than those described
above, the Optionee's Options must be exercised within 30 days
following the date of such termination and only with respect
to such number of shares as to which the right of exercise had
accrued at the time of termination of directorship.
In no event may the Option be exercised in whole or in part after the Expiration
Date.
4. The Option is not transferable by the Optionee other than
by will or the laws of descent and distribution and is exercisable, during the
Optionee's lifetime, only by the Optionee.
5. In order to exercise the Option, in whole or in part, the
Optionee shall give written notice to the Company, specifying the number of
shares to be purchased and the purchase price to be paid, and accompanied by the
payment of the purchase price. Such purchase price may be paid in cash or in
shares of Common Stock evidenced by negotiable certificates, valued at their
fair market value on the date of exercise. Alternatively, payment may be made by
the Optionee delivering a properly executed exercise notice together with
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds necessary to pay the purchase price in full, and
such other documents as the Board may determine. Upon receipt of payment, the
Company shall deliver to the Optionee (or such other person entitled to exercise
the Option) a certificate or certificates for such Option Shares. If
certificates representing shares of Common Stock are used to pay all or part of
the purchase price of the Option, separate certificates shall be delivered by
the Company representing the same number of shares as each certificate so used
and an additional certificate shall be delivered representing the additional
shares to which the Optionee is entitled as a result of the exercise of the
Option after deducting the number of shares required to be applied to such
purchase price.
6. The Option shall be exercised only with respect to full
shares of Common Stock; no fractional shares shall be issued.
7. As a condition to the issuance of Option Shares, the
Optionee agrees to remit to the Company, no later than the date as of which an
amount first becomes includible in the Optionee's gross income for Federal
income tax purposes with respect to the Option Shares, any taxes required to be
withheld by the Company under the applicable laws or other regulations of any
governmental authority, whether Federal, state or local, and whether domestic or
foreign. Unless otherwise determined by the Committee, the withholding
obligations may be settled with Common Stock. The Company's obligations under
this Agreement are conditional on receiving such payment and the Company has the
right to deduct such taxes from any payment due to the Optionee.
<PAGE>
8. The Option granted hereunder does not qualify as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended.
9. This Agreement shall be binding upon and inure to the
benefit of any successor or assignee of the Company and to any executor,
administrator, legal representative, legatee or distributes entitled by law to
the Optionee's rights hereunder.
10. In the event that the shares of Common Stock, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company or of another corporation
(whether by reason of merger, consolidation, recapitalization, reclassification,
split-up, combination of shares or otherwise) or if the number of such shares
shall be increased through the payment of a stock dividend, or a dividend on
shares of Common Stock of rights or warrants to purchase securities of the
Company shall be made, then there shall be substituted for or added to each
share of Common Stock subject to the Option the number and kind of shares of
stock or other securities into which each outstanding share of Common Stock
shall be so changed, or for which each such share shall be exchanged, or to
which each such share shall be entitled, as the case may be, and references
herein to share of Common Stock shall be deemed to be references to any such
stock or other securities as appropriate. The Option shall also be appropriately
amended as to price and other terms as may be necessary to reflect the foregoing
events. In the event there shall be any other change in the number or kind of
the outstanding shares of Common Stock or any stock or other securities into
which such shares shall have been changed or for which they shall have been
exchanged, then if the Company shall, in its sole discretion, determine that
such change equitably requires an adjustment in the Option, such adjustment
shall be made in accordance with such determination. Fractional shares resulting
from any adjustment in the Option pursuant to this paragraph 15 may be settled
in cash or otherwise as the Company shall determine. Notice of any adjustment
shall be given by the Company to the Optionee and such adjustment (whether or
not such notice is given) shall be effective and binding for the purposes of
this Agreement.
11. This Agreement constitutes the entire agreement and
understanding among the parties with respect to the subject matter hereof and
supersedes all prior agreements with respect to the subject matter hereof.
<PAGE>
12. This Agreement shall be construed and enforced in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officers and the Optionee has duly executed
this Agreement as of the date first above written.
SIEBERT FINANCIAL CORP.
By: /s/ MURIEL F. SIEBERT
------------------------------------
Name: Muriel F. Siebert
Title: President
/s/ MONTE E. WETZLER
------------------------------------
Optionee
EXHIBIT 5
[FULBRIGHT & JAWORSKI L.L.P. letterhead]
February 24, 1999
Siebert Financial Corp.
885 Third Avenue
New York, New York 10022
Dear Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on behalf
of Siebert Financial Corp., a Delaware corporation (the "Company"), relating to
120,000 shares of the Company's Common Stock, $0.01 par value (the "Common
Stock"), to be issued under the Stock Option Agreement with Patricia L. Francy,
Stock Option Agreement with Jane H. Macon and Stock Option Agreement with Monte
E. Wetzler (the "Agreements").
As counsel to the Company, we have examined such corporate
records, other documents and such questions of law as we have deemed necessary
or appropriate for the purposes of this opinion and, upon the basis of such
examinations, advise you that in our opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Common
Stock pursuant to the Agreements and the shares of Common Stock being registered
pursuant to the Registration Statement, when issued and paid for in accordance
with the terms of the Agreements, will be duly authorized, validly issued, fully
paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
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") relating to Stock Option
Agreements and related prospectus of our report dated February 13, 1998, with
respect to our audit of the consolidated financial statements of Siebert which
are included in its Annual Report on Form 10-KSB for the year ended December 31,
1997.
/s/ Richard A. Eisner & Company, LLP
New York, New York
February 25, 1999
[FULBRIGHT & JAWORSKI L.L.P. Letterhead]
February 25, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Siebert Financial Corp. (the "Company")
Dear Sirs:
Attached for filing via the EDGAR system, please find a Registration
Statement on Form S-8 relating to shares issued pursuant to the Company's Stock
Option Plan for Non-Employee Directors. Should you have any questions, please
feel free to contact the undersigned at 212- 318-3102.
Sincerely yours,
/s/ JOHN E. DEPKE
--------------------------------
John E. Depke
cc: Mitchell Cohen
