As filed with the Securities and Exchange Commission on July 10, 2000.
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FECHTOR, DETWILER, MITCHELL & CO.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
95-2627415
(I.R.S. Employer Identification No.)
225 Franklin Street, 20th Floor
Boston, Massachusetts 02110
(Address of Principal Executive Offices)
Fechtor, Detwiler & Co., Inc. 1999 Special Stock Option Plan
(Full title of the plan)
James K. Mitchell
Fechtor, Detwiler, Mitchell & Co.
225 Franklin Street, 20th Floor
Boston, Massachusetts 02110
(617) 747-0100
(Name, address and telephone number, including area code, of
agent for service)
copy to:
David R. Snyder, Esq.
Pillsbury Madison & Sutro LLP
101 West Broadway, Suite 1800
San Diego, California 92101
(619) 234-5000
CALCULATION OF REGISTRATION FEE
Title of Amount ProposedMaximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share(1) Offering Price(1) Fee
Common Stock 600,000 shares $0.953 $0.953 $150.96
$0.01 Par Value
(1) Estimated solely for the purpose of calculating the
registration fee on the basis of the average of the high and
low prices as reported on the Nasdaq SmallCap Market on July 07, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1: Plan Information*
Item 2: Registrant Information and Employee Plan Annual
Information*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the
Registration Statement in accordance with Rule 428
under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents, which have been filed by the
Registrant with the Securities and Exchange Commission (the
"SEC"), are incorporated by reference herein:
(a) Registrant's Annual Report on Form 10-K (File No.
0-12926) for the year ended December 31, 1999; and
(b) Registrant's Quarterly Report on Form 10-Q (File No. 0-
12926) for the quarter ended March 31, 2000.
Until such time that a post-effective amendment to this
Registration Statement has been filed which indicates that all
securities issued hereby have been sold or which deregisters all
securities remaining unsold at the time of such amendment, all
documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
Not applicable.
Item 6: Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law
authorizes a court to award, or a corporation's board of
directors to grant, indemnity to directors and officers in terms
sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").
As permitted by Delaware General Corporation Law, the
Registrant's certificate of incorporation includes a provision
that eliminates the personal liability of its directors for
monetary damages for breach
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<PAGE>
of fiduciary duty as a director,
except to the extent that exculpation from liability is not
permitted under the Delaware General Corporation Law as in effect
at the time such liability is determined.
As permitted by the Delaware General Corporation Law, the
bylaws of the Registrant provide for indemnification of the
Registrant's directors, officers, employees and other agents to
the extent and under the circumstances permitted by the Delaware
General Corporation Law.
The Registrant has also entered into agreements with certain
of its directors and executive officers that will require the
Registrant, among other things, to indemnify them against certain
liabilities that may arise by reason of their status or service
as directors or executive officers to the fullest extent not
prohibited by law.
The Registrant has purchased directors and officers
liability insurance.
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
See Exhibit Index.
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
arising after the effective date of the registration
statements (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.
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 a 20%
change in the maximum aggregate offering 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
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<PAGE>
Statement or any material change to such information
in the registration statement; and
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 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 Section
15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the
Registration Statement.
(2) 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,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
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.
(c) The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given,
the latest annual report to security holders that is
incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Exchange Act; and,
where interim financial information required to be
presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is
specifically incorporated by reference in the
prospectus to provide such interim financial
information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act 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
SEC 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 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 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 of
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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
we certify that we have reasonable grounds to believe that we
meet all of the requirements for filing on Form S-8 and have duly
caused this registration statement to be signed on our behalf by
the undersigned, thereunto duly authorized in the City of Boston,
Commonwealth of Massachusetts on July 10, 2000.
Fechtor, Detwiler, Mitchell & Co.
By: /s/ James K. Mitchell
------------------------------------
James K. Mitchell
Chairman and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James Mitchell
and Stephen Frank and each of them, as his or her true and lawful
attorneys-in-fact and agents, 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 on Form S-8, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, 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 connection therewith, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-facts
and agents, or either of them, or their or his 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:
Signature Title Date
/s/ James Mitchell Chairman, and Chief Executive Officer July 10, 2000
------------------ (Principal Executive Officer)
James Mitchell
/s/ Stephen Martino Chief Financial Officer July 10, 2000
------------------- (Principal Financial and Accounting
Stephen Martino Officer)
/s/ Edward Baran Director July 10, 2000
-------------------
Edward Baran
/s/ Barton Beek Director July 10, 2000
-------------------
Barton Beek
/s/ Andrew Detwiler President and Director July 10, 2000
-------------------
Andrew Detwiler
/s/Robert Detwiler Director July 10, 2000
-------------------
Robert Detwiler
/s/ Edward Hughes Director July 10, 2000
-------------------
Edward Hughes
/s/ Frank Jenkins Director July 10, 2000
-------------------
Frank Jenkins
/s/ Robert Sharp Director July 10, 2000
-------------------
Robert Sharp
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EXHIBIT INDEX
Exhibit Number Description
5.1 Opinion of Pillsbury, Madison & Sutro LLP.
10.1 1999 Special Stock Option Plan
(incorporated by reference to the
Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999).
23.1 Consent of Deloitte & Touche LLP,
Independent Auditors.
23.2 Consent of Pillsbury, Madison & Sutro
LLP (included in Exhibit 5.1)
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<PAGE>
EXHIBIT 5.1
July 3, 2000
Fechtor, Detwiler, Mitchell & Co.
225 Franklin Street, 20th Floor
Boston, Massachusetts 02110
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to
be filed by Fechtor, Detwiler, Mitchell & Co., a Delaware
corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, relating to 600,000
shares of the Company's Common Stock which may be issuable
pursuant to the 1999 Special Stock Option Plan (the "Plan"), it
is our opinion that such shares of the Common Stock of the
Company, when issued and sold in accordance with the Plan, will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/Pillsbury, Madison & Sutro, LLP
San Diego, California
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EXHIBIT 23.1
1999 Special Stock Option Plan
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Fechtor, Detwiler, Mitchell & Co. on
Form S-8 of our report dated March 9, 2000 appearing in the
Annual Report on Form 10-K of Fechtor, Detwiler, Mitchell & Co.
for the year ended December 31, 1999.
/s/Deloitte & Touche LLP
Boston, Massachusetts
July 10, 2000
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