SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
FAHNESTOCK VINER HOLDINGS INC.
(Exact name of Issuer as Specified in its Charter)
Ontario, Canada 98-0080034
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P.O. Box 2015, Suite 1110
20 Eglinton Avenue West
Toronto, Ontario, Canada M4R 1K8
(Address, including zip code, of registrant's principal executive office)
FAHNESTOCK & CO. INC. 401(k) PLAN
(Full title of the plan)
Elaine K. Roberts
Fahnestock Viner Holdings Inc.
P.O. Box 2015, Suite 1110
20 Eglinton Avenue West
Toronto, Ontario, Canada M4R 1K8
Telephone (416) 322-1515
(Name, address and telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Securities to be Registered - Class A non-voting shares
Amount to be Registered - 183,000
Proposed Maximum Offering Price per Share (1) - $16.625
Proposed Maxumum Aggregate Offering Price - $3,042,375
Amount of Registration Fee (1) - $922
(1) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
the proposed maximum offering price per share and the registration fee
relating to the Common Stock being registered have been based on the
closing price of the Common Stock as reported by The New York Stock Exchange
("NYSE") on February 17, 1997.
EXPLANATORY NOTE
This Registration Statement relates to additional shares of Class A
non-voting shares (the "Class A Shares") of Fahnestock Viner Holdings Inc.,
an Ontario corporation (the "Company"), to be offered and sold to Fahnestock
& Co. Inc. 401(k) Plan (the "Plan"). A registration statement (the "Plan
Registration Statement") relating to Class A Shares to be offered and sold
to the Plan was filed with the Securities and Exchange Commission
(the "SEC") on June 9, 1995 (no.33-48455).
In accordance with General Instruction E to Form S-8, the Plan Registration
Statement is incorporated herein by reference and made a part hereof.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1933,
as amended, 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 the City of New York,
State of New York, on this 26th day of February, 1997.
FAHNESTOCK VINER HOLDINGS INC.
(Registrant)
By: /s/ E. K. Roberts
E. K. Roberts,
President, Treasurer,
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Elaine K. Roberts, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and his name, place and
stead, in any and all capacities, to sign any or all amendments or
supplements to this Registration Statement and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
be done with respect to this Registration Statement or any amendments or
supplements hereto in the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ A. G. Lowenthal Chairman of the Board, Feb.26/97
A. G. Lowenthal Chief Executive Officer,
Director
/s/ E. K. Roberts President, Treasurer, Feb.26/97
E. K. Roberts Chief Financial Officer,
Director
/s/A. W. Oughtred Secretary, Director Feb.26/97
A. W. Oughtred
/s/J. L. Bitove Director Feb.26/97
J.L. Bitove
/s/R. Crystal Director Feb.26/97
R. Crystal
/s/K. W. McArthur Director Feb.26/97
K. W. McArthur
/s/B. Winberg Director Feb.26/97
B. Winberg
Pursuant to the requirements of the Securities Act of 1933, as amended
the trustees (or other persons who administer the employee benefit plan)
have duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State
of New York, on the 26th day of February, 1997.
FAHNESTOCK & CO. INC. 401(k) PLAN
BY: /s/ A.G. Lowenthal
A.G. Lowenthal, as Trustee of the
Fahnestock & Co. Inc. 401(k) Plan
BY: /s/ R.M. Neuhoff
R.M. Neuhoff, as Trustee of the
Fahnestock & Co. Inc. 401(k) Plan
INDEX TO EXHIBITS
Exhibits designated by an asterisk have been heretofore filed by the Company
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended and are hereby incorporated herein by reference to the pertinent
prior filing.
Sequentially
Exhibit No. Description of Exhibit Numbered Page
4(a) Articles of Incorporation, as *
amended, of Fahnestock Viner
Holdings Inc. (previously filed
as an exhibit to Form 20-F for
fiscal years ended December 31,
1986 and 1988).
4(b) Fahnestock & Co. Inc. 401(k) *
Plan (including Trust Provisions)
(previously filed as an exhibit to
the Company's registration
statement on Form S-8
(no.33-48455)).
5 Opinion of Borden & Elliot 9
regarding the legality of any
original issuance of common
stock being registered.
23(a) Consent of Coopers & Lybrand 7
23(b) Consent of Coopers & Lybrand 8
(401(k) Plan)
23(c) Borden & Elliot
(included in Exhibit 5)
24 Power of Attorney (included
on the signature pages of
the registration statement)
28 Financial Statements and *
Supplemental Information
for the Fahnestock & Co. Inc.
401(k) Plan for the year ended
December 31, 1995 (previously
filed as an exhibit to the Plan's
annual report on Form 11-K
for the plan year ended
December 31, 1995))
EXHIBITS 5 and 23(c)
OPINION OF COUNSEL
CONSENT OF COUNSEL
[Letterhead of Borden & Elliot]
February 24, 1997
Securities and Exchange Commission
450 Fifth Street N. W.
Judiciary Plaza
Washington, D. C. 20549
U. S. A.
Dear Sirs:
Re: Fahnestock Viner Holdings Inc.
Registration Statement on Form S-8
We have acted as Ontario counsel to Fahnestock Viner Holdings Inc., an
Ontario corporation (the "Corporation"), in connection with the preparation
and the contemplated filing on January 30, 1997 with the Securities and
Exchange Commission of a Registration Statement on Form S-8 covering an
aggregate of 183,000 Class A non-voting shares (the "Class A Shares") of the
Corporation issued to the Trustees of the Fahnestock & Co. Inc. 401(k) Plan
subject to compliance with applicable United States and Ontario securities
laws and the requirements of The Toronto Stock Exchange.
We have examined such corporate records of the Corporation and other
documents as we have deemed necessary and appropriate under the circumstances
to furnish the following opinions:
1. The Corporation is a corporation duly continued and validly existing
under the laws of the Province of Ontario.
2. When the Registration Statement has become effective under the Securities
Act of 1933, as amended, the 183,000 Class A Shares have been duly issued to
the Trustees of the Fahnestock & Co. Inc. 401(k) Plan and the Corporation has
received the issue price therefor, the Class A Shares will be issued as fully
paid and non-assessable shares.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and all amendments thereto and the reference to our
name under the heading "Interests of Named Experts and Counsel" in the
Registration Statement.
Yours very truly,
/s/ Borden & Elliot
Borden & Elliot
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Fahnestock Viner Holdings Inc. (the "Company") relating to
Class A non-voting shares of the Company issuable to the Fahnestock & Co.
Inc. 401(k) Plan of our report dated February 15, 1996 appearing in the
Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1995.
/s/ Coopers & Lybrand
Coopers & Lybrand
Toronto, Canada
February 24, 1997
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8 (File
Number 33-48455) of Fahnestock Viner Holdings Inc. of our report dated
July 2, 1996 with respect to the financial statements and supplemental
information of the Fahnestock & Co. Inc. 401(k) Plan for the Plan year ended
December 31, 1995 and included in the annual report on Form 11-K for the
Plan year ended December 31, 1995.
/s/ Coopers & Lybrand LLP
Coopers & Lybrand LLP
New York, New York
February 24, 1997
Exhibit 23(c) is included in Exhibit 5 contained herein.
