As filed with the Securities and Exchange Commission on August 14, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE QUICK & REILLY GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3403287
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
230 South County Road
Palm Beach, Florida 33480
(Address of Principal Executive Offices, Including Zip Code)
THE QUICK & REILLY GROUP, INC. STOCK OPTION PLAN
(Full Title of the Plan)
LESLIE C. QUICK, JR.
Chief Executive Officer
The Quick & Reilly Group, Inc.
230 South County Road
Palm Beach, Florida 33480
(407) 655-8000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
RICHARD G. BRODRICK, ESQ.
KELLEY DRYE & WARREN LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. X
<TABLE>
<CAPTION> CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registr-
to be Registered Registered(1) Per Share(2) Price (1)(2) atin Fee
Common Stock,
par value $.10 1,000,000 $29.31 $29,310,000 $10,106.90
per share Million shares
<F1>
(1) An undetermined number of additional shares may be issued if the
antidilution provisions of The Quick & Reilly Group, Inc. Stock Option
Plan become operative.
<F2>
(2) Estimated pursuant to Rules 457(c) and (h) solely for culating the
amount of the registration fee. The price per share is estimated
based on the average of the high and low trading prices for The Quick &
Reilly Group, Inc.'s Common Stock on July 9 , 1996 as reported by the
New York Stock Exchange.
</TABLE>
Incorporation of Documents by Reference.
The purpose of this registration statement is to register additional
securities of the same class as other securities previously registered
under the Company's Registration Statements on Form S-8 (Registration Nos.
33-28345 and 33-48555), the contents of which are hereby incorporated by
reference herein pursuant to General Instruction E of Form S-8.
Item 8. Exhibits.
The following are filed as exhibits to this Registration Statement.
4 The Quick & Reilly Group, Inc. Stock Option Plan, as amended
(incorporated by reference to the registrant's Proxy Statement
dated May 30, 1996)
5 Opinion of Kelley Drye & Warren LLP regarding legality of
the Common Stock being registered
23.1 Consent of Kelley Drye & Warren LLP (included in opinion
filed as Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney
(contained on signature page)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is 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 Palm Beach, State of Florida, on the 14th
day of August 1996.
THE QUICK & REILLY GROUP, INC.
By: /s/ Thomas C. Quick
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Thomas C. Quick his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and
all capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to
this registration statement together with all schedules and exhibits thereto,
(ii)act on, sign and file with the Securities And Exchange Commission any
registration statement relating to this offering that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, (iii) act on, sign and file with the Securities and Exchange
Commission any exhibits to this registration statement or any such
registration statement or amendments (including post effective amendments),
(iv) act on, sign and file such certificates, instruments, agreements and
other documents as may be necessary or appropriate in connection therewith,
(v) act on and file any supplement to any prospectus included in this
registration statement or any such registration statement or amendment and
(vi) take any and all actions which may be necessary or appropriate in
connection therewith, granting unto such agents, proxies and attorneys-in-
fact, and each of them individually, full power and authority to do and
perform each and every act and thing necessary or appropriate to be done,
as fully for all intents and purposes as he might or could do in person,
hereby approving, ratifying and confirming all that such agents, proxies
and attorneys-in-fact, any of them or any of his or their 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.
Signatures Title Date
/s/ Leslie C. Quick, Jr. Chairman of the Board of Directors, August 14, 1996
Leslie C. Quick, Jr. Chief Executive Officer,
Chief Financial Officer,
and Director
/s/ Thomas C. Quick President, Chief Operating Officer August 14, 1996
Thomas C. Quick and Director
/s/ Peter Quick Vice President, Assistant Treasurer August 14, 1996
Peter Quick and Director
/s/ Christopher C. Quick Vice President and Director August 14, 1996
Christopher C. Quick
/s/ Leslie C. Quick, III Vice President, Treasurer August 14, 1996
Leslie C. Quick, III and Director
/s/ Richard G. Brodrick Director August 14, 1996
Richard G. Brodrick
/s/ Thomas E. Christman Director August 14, 1996
Thomas E. Christman
/s/ Arlene B. Fryer Secretary and Director August 14, 1996
Arlene B. Fryer
/s/ Henry P. Kilroy Director August 14, 1996
Henry P. Kilroy
/s/ John P. Lowth, III Director August 14, 1996
John P. Lowth, III
/s/ Clifford W. Mays Director August 14, 1996
Clifford W. Mays
/s/ Pascal J. Mercurio Vice President and Director August 14, 1996
Pascal J. Mercurio
/s/ Robert J. Rabinoff Controller and Principal August 14, 1996
Robert J. Rabinoff Accounting Officer
EXHIBIT INDEX
4 The Quick & Ry Group, Inc. Stock Option Plan
(incorporated by reference in the registrant's Proxy
Statement dated May 30, 1996)
5 Opinion of Kelley Drye & Warren LLP regarding legality
of the Common Stock being registered
23.1 Consent of Kelley Drye & Warren LLP (included in
opinion filed as Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (contained on signature page)
EXHIBIT 5
KELLEY DRYE & WARREN LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
tel (203) 324-1400
fax (203) 327-2669
August 13, 1996
Board of Directors
The Quick & Reilly Group, Inc.
230 South County Road
Palm Beach, Florida 33480
Ladies and Gentlemen:
We have acted as special counsel to the Quick & Reilly Group, Inc., a
Delaware corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, of up to 1,000,000 additional
shares (the "Shares") of the Company's common stock, par value $.10 per
share, to be issued pursuant to The Quick & Reilly Group, Inc. Stock Option
Plan (the "Plan"). In connection therewith, the Company will file with the
Securities and Exchange Commission (the "Commission") a Registration Statement
on Form S-8 (the "Registration Statement"). As such special counsel, you
have requested our opinion as to matters described herein relating to the
issuance of the Shares.
In connection with the delivery of the within opinion, we have examined:
the Plan; the Company's Restated Certificate of Incorporation as in effect
on the date hereof; the Company's Restated Bylaws as in effect on the date
hereof; minutes of the Company's corporate proceedings, as made available to
us by officers of the Company; an executed copy of the Registration
Statement, and all documents incorporated by reference therein and exhibits
thereto, in the form to be filed with the Commission; and such matters of law
deemed necessary by us in order to deliver the within opinion. In the course
of such examination, we have assumed the genuineness of all signatures, the
authority of all signatories to sign on behalf of their principals, if any,
the authenticity of all documents submitted to us as original documents and
the conformity to original documents of all documents submitted to us as
certified or photostatic copies. As to certain factual matters, we have
relied upon information furnished to us by officers of the Company.
Based upon and subject to the foregoing, we are of the opinion that the
Shares issuable pursuant to the Plan have been duly authorized and reserved
for issuance and, when certificates for the Shares have been duly executed
by the Company, countersigned by a transfer agent, duly registered by a
registrar for the Shares and issued in accordance with the terms of the Plan,
the Shares will be validly issued, fully paid and non-assessable.
Board of Directors
The Quick & Reilly Group, Inc.
August 13, 1996
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in the
documents incorporated by reference into the Registration Statement as of
the date hereof. By giving the foregoing consent, we do not admit that we
are within the category of persons whose consent is required under Section
7 of the Act.
Very truly yours,
By: /s/ Kelley Drye & Warren, LLP
KELLEY DRYE & WARREN, LLP
EXHIBIT 23.2
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our reports dated April 17, 1996 on the consolidated
financial statements (and schedule) of The Quick & Reilly Group, Inc.
and subsidiaries incorporated by reference (included) in the Company's
Annual Report on Form 10-K for the year ended February 29, 1996, into
this Registration Statement on Form S-8 and the Company's previously
filed Registration Statement on Form S-8 (No. 33-48555).
Arthur Andersen LLP
New York, New York
August 14, 1996
