As filed with the Securities and Exchange Commission
on December 19, 1994 Registration No. 33-____
- ---------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- ----------------------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
- ----------------------------------
RODMAN & RENSHAW CAPITAL GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3111956
(State of Incorporation) (I.R.S. Employer Identification No.)
120 South LaSalle Street 60603
Chicago, Illinois (Zip Code)
(Address of Principal Executive Offices)
RODMAN & RENSHAW CAPITAL GROUP, INC. 1994 STOCK OPTION PLAN
RODMAN & RENSHAW CAPITAL GROUP, INC. NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
RODMAN & RENSHAW CAPITAL GROUP, INC. OPTION AGREEMENTS
(Full Title of the Plans)
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James D. Van De Graaff
Executive Vice President, General Counsel and Secretary
Rodman & Renshaw Capital Group, Inc.
120 South LaSalle Street
Chicago, Illinois 60603
(Name and Address of Agent for Service)
(312) 977-7270
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE*
- -------------------------------------------------------------------
Proposed Proposed
Amount maximum maximum
Title of to be offering aggregate Amount of
Securities registered price per offering registration
to be registered (1) unit(2)(3) price(2) fee
- --------------------------------------------------------------------
Common Stock,
par value $.09
per share 1,482,150 $4.1872 $6,206,058.40 $2,140.02
====================================================================
*See text of footnotes on the next page of this registration statement.<PAGE>
(continued from preceding page)
(1) Represents the maximum number of shares of Common Stock that may
be offered pursuant to this Registration Statement, including (i)
1,000,000 shares issuable upon the exercise of options granted or
to be granted under the Rodman & Renshaw Capital Group, Inc. 1994
Stock Option Plan, (ii) 400,000 shares issuable upon the exercise
of options granted or to be granted under the Rodman & Renshaw
Capital Group, Inc. Non-Employee Director Stock Option Plan and
(iii) 82,150 shares issuable upon the exercise of options granted
to employees of the Registrant and its subsidiaries pursuant to
individual written compensation contracts.
(2) Calculated as a weighted average based upon (i) options
exercisable at the following prices:
100,000 - $6.50
84,650 - $5.625
16,000 - $5.375
22,500 - $5.125
and (ii) a price per share of the remaining 1,259,000 shares to be
registered calculated pursuant to Rules 457(h)(1) and 457(c) based
on the average of the high and low prices of $3.875 and $3.875,
respectively, reported for the Registrant's common stock on the
New York Stock Exchange on December 14, 1994.
(3) Estimated solely for the purpose of calculation of the
registration fee in accordance with Rule 457 under the Securities
Act of 1933.
========================
<PAGE>
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement
omits the information specified in Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Rodman & Renshaw
Capital Group, Inc. (the "Company") are incorporated in this
Registration Statement on Form S-8 (the "Registration Statement") by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
June 24, 1994 (the "Fiscal 1994 10-K").
2. All other reports filed by the Company pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since the end of the fiscal year covered by the
Fiscal 1994 10-K referred to in number 1 above.
3. The description of the Company's common stock, par value $.09 per
share ("Common Stock"), contained in any registration statement
filed under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
filing of a post-effective amendment which indicates that all
securities registered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be
a part hereof from the date of filing of such document.
- ---------------------------------
The consolidated financial statements and the related financial
statement schedules incorporated by reference in this Registration
Statement from the Fiscal 1994 10-K have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 145 of the Delaware General Corporation Law (the
"DGCL"), corporations incorporated under the laws of Delaware (as is
the Company) are permitted to indemnify their current and former
directors, officers, employees and agents under certain circumstances
against certain liabilities and expenses incurred by them by reason of
their serving in such capacities, if such persons acted in good faith
and in a manner which they reasonably believed to be in, or not opposed
to, the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reason to believe their conduct
was unlawful.
The Company's Certificate of Incorporation provides that each director,
officer, employee and agent will be indemnified by the Company to the
fullest extent permitted under the DGCL against liabilities and
expenses in connection with any threatened, pending or completed legal
proceeding to which he may be made a party or threatened to be made a
party by reason of being, agreeing to be or having been an officer,
director, employee or agent of the Company. The Company's Certificate
of Incorporation also provides that no director of the Company shall be
personally liable to the Company or its stockholders for monetary
damages for breach of his fiduciary duty as a director, except as
prohibited by the DGCL. This provision eliminates personal liability
to the extent permitted by the DGCL, but does not excuse any director
for breach of his duty of loyalty, for acts not taken in good faith or
for transactions in which the director derives an improper personal
benefit.
The Company has in effect an insurance policy in the amount of
$10,000,000 covering liabilities of the Company's directors and
officers in certain instances where by law they may not be indemnified
by the Company.
The Acquisition Agreement, dated as of November 17,1993 (the
"Acquisition Agreement"), among the Company, Abaco Grupo Financiero,
S.A. de C.V. ("Grupo") and Abaco Casa de Bolsa, S.A. de C.V., Abaco
Grupo Financiero ("Abaco") pursuant to which Abaco acquired
approximately 51% of the outstanding Common Stock contains provisions
requiring the Company to indemnify each person who at or prior to the
date of the acquisition had been a director or officer of the Company
or any of its subsidiaries in the same manner as provided in the
Company's or subsidiary's charter documents on the date of the
Acquisition Agreement. The Acquisition Agreement also requires that
the Company maintain in effect for a period of five years from the date
of the acquisition the current or similar policies of directors' and
officers' liability insurance.
<PAGE>
Grupo and Abaco have each entered into an Indemnity Agreement with the
Company's outside directors, Thomas E. Meade, Richard Pigott and David
S. Ruder (each an "Outside Director"), pursuant to which Grupo and
Abaco agree to indemnify each Outside Director and to hold each Outside
Director harmless from and against any and all claims, threats, suits,
proceedings, actions, inquiries, investigations, damages, penalties,
liabilities, fines, judgments, costs and expenses and other charges
incurred, suffered or expended by or threatened against the Outside
Director with respect to any action or inaction taken directly or
indirectly in the course of the Outside Director's duties or services
as a director or agent of the Company. Grupo and Abaco also agreed in
each such Indemnity Agreement to use their best efforts to cause the
Company to maintain directors' liability insurance at no less than the
current coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation of the Company - incorporated
by reference to Exhibit 3.1 to the Fiscal 1994 10-K
4.2 By-Laws of the Company - incorporated by reference to
Exhibit 3.2 to the Fiscal 1994 10-K
4.3 Specimen certificate evidencing shares of Common Stock -
incorporated by reference to Exhibit 4 to the Company's
Registration Statement on Form S-1 (No. 33-4649) filed with
the Commission on May 29, 1986
5.1 Opinion of James D. Van De Graaff, Esq., General Counsel of
the Company
23.1 Consent of James D. Van De Graaff, Esq. (included in the
opinion filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included on the Signature Page of this
Registration Statement)
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ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering. The Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to the
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the 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 information required to be included in
a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the 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.
(b) Incorporation of Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act 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.
<PAGE>
(h) Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Company 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 and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Chicago, State
of Illinois, on December 12, 1994.
RODMAN & RENSHAW CAPITAL GROUP, INC.
By: /s/ Charles W. Daggs, III
---------------------------------
Charles W. Daggs, III
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Charles W.
Daggs, III, James D. Van De Graaff and John T. Hague, and each of them,
any one of whom may act without the joinder of the other, as his true
and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for him in his name, place and stead, in any and all
capacities, to sign and file on his behalf any and all amendments to
this Registration Statement, which amendments may make such changes and
additions to the Registration Statement as such attorney-in-fact may
deem necessary or appropriate, and any and all documents in connection
therewith, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Commission under the
Securities Act of 1933.
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:
Signature Title Date
- ------------- -------- -------
/s/ Charles W. Daggs, III President, Chief December 12, 1994
- ------------------------- Executive Officer,
Charles W. Daggs, III and Director
(Principal
Executive Officer)
/s/ John T. Hague Chief Financial December 15, 1994
- ------------------------ (Principal Financial
John T. Hague Officer and
Accounting Officer)
/s/ Alexander C. Anderson Director December 16, 1994
- ------------------------
Alexander C. Anderson
/s/ Paul C. Blackman Director December 19, 1994
- ------------------------
Paul C. Blackman
/s/ Eduardo Camarena Legaspi Director December 12, 1994
- ------------------------
Eduardo Camarena Legaspi
/s/ Jorge Antonio Garcia Garza Director December 12, 1994
- ------------------------
Jorge Antonio Garcia Garza
/s/ Francis L. Kirby Director December 14, 1994
- ------------------------
Francis L. Kirby
/s/ Scott H. Lang Director December 12, 1994
- ------------------------
Scott H. Lang
/s/ Jorge Lankenau Rocha Director December 12, 1994
- ------------------------
Jorge Lankenau Rocha
/s/ Thomas E. Meade Director December 12, 1994
- ------------------------
Thomas E. Meade
/s/ Mauricio Morales Sada Director December 12, 1994
- ------------------------
Mauricio Morales Sada
/s/ Richard Pigott Director December 12, 1994
- ------------------------
Richard Pigott
/s/ Keith F. Pinsoneault Director December 12, 1994
- ------------------------
Keith F. Pinsoneault
/s/ David S. Ruder Director December 14, 1994
- ------------------------
David S. Ruder
/s/ Joseph P. Shanahan Director December 16, 1994
- ------------------------
Joseph P. Shanahan
/s/ Frederick G. Uhlmann Director December 12, 1994
- ------------------------
Frederick G. Uhlmann<PAGE>
INDEX TO EXHIBITS
Exhibit
Number DESCRIPTION OF EXHIBIT
- ------- -----------------------
4.1 Certificate of Incorporation of the Company*
4.2 By-Laws of the Company*
4.3 Specimen certificate evidencing shares
of Common Stock*
5.1 Opinion of James D. Van De Graaff, Esq.,
General Counsel of the Company
23.1 Consent of James D. Van De Graaff, Esq.
(included in the opinion filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included on the Signature
Page of this Registration Statement)
- -------------
* Incorporated by reference.
<PAGE>
EXHIBIT 5.1
RODMAN & RENSHAW CAPITAL GROUP, INC.
120 South LaSalle Street
Chicago, Illinois 60603
December 19, 1994
Rodman & Renshaw Capital Group, Inc.
120 S. LaSalle Street
Chicago, Illinois 60603
Ladies and Gentlemen:
A Registration Statement on Form S-8 is being filed on or about the
date of this letter with the Securities and Exchange Commission
covering the registration of 1,482,150 shares of common stock, $0.09
par value per share (the "Shares"), of Rodman & Renshaw Capital Group,
Inc. (the "Company"), pursuant to the Rodman & Renshaw Capital Group,
Inc. 1994 Stock Option Plan, the Rodman & Renshaw Capital Group, Inc.
Non-Employee Director Stock Option Plan and certain written
compensation contracts between the Company and individual employees of
the Company or one of its subsidiaries (collectively, the "Plans").
I have examined the corporate records of the Company, including its
Restated Certificate of Incorporation, as amended, its Amended and
Restated By-Laws, the minutes of directors' and stockholders meetings,
and such other documents (including the Plans) which I have deemed
relevant or necessary as the basis for the opinion hereinafter set
forth.
Based on the foregoing, it is my opinion that:
1. The Company is incorporated and validly existing in
good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when sold
pursuant to the Plans at a price per share which is not less than their
par value per share at the time of the sale, will be legally issued,
fully paid and non-assessable.
I am named in the Registration Statement on Form S-8 to which this
opinion will be an exhibit as counsel who will pass on the legality of
the Shares registered and offered pursuant thereto, and I hereby
consent to the use of my name therein and to the use of this opinion as
an exhibit thereto.
Very truly yours,
/s/ James D. Van De Graaff
James D. Van De Graaff
Executive Vice President,
General Counsel and Secretary<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
Board of Directors and Stockholders
Rodman & Renshaw Capital Group, Inc.
120 S. LaSalle Street
Chicago, Illinois 60603
We consent to the incorporation by reference in this Registration
Statement of Rodman & Renshaw Capital Group, Inc. (the "Company") on
Form S-8 (pertaining to the registration of 1,482,150 shares of common
stock, $0.09 par value per share, of the Company for the Rodman &
Renshaw Capital Group, Inc. 1994 Stock Option Plan, the Rodman &
Renshaw Capital Group, Inc. Non-Employee Director Stock Option Plan and
certain written compensation contracts between the Company and
individual employees of the Company or one of its subsidiaries) of our
report dated August 19, 1994 appearing in and incorporated by reference
in the Annual Report on Form 10-K of Rodman & Renshaw Capital Group,
Inc. for the year ended June 24, 1994 and to the reference to us under
Part II, Item 3, of the Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Chicago, Illinois
December 19, 1994
