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 VINER HOLDINGS INC.
1996 EQUITY INCENTIVE 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 1,850,000
Proposed Maximum Offering Price per Share(1) $16.625
Proposed Maximum Aggregate Offering Price $30,756,250
Amount of Registration Fee(1) $9,319
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rules 457(c) and (h) of the Securities Act of 1933 on the
basis of the last sale price of the Class A non-voting shares on
February 17, 1997 on The New York Stock Exchange.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Plan information is contained in the Fahnestock Viner Holdings Inc. 1996
Equity Incentive Plan (the "Plan") and in the individual stock option
agreements between Fahnestock Viner Holdings Inc. (the "Company") and the
respective participants in with respect to each grant under the Plan .
Copies of the Plan may be obtained upon request from the Secretary of the
Company.
Item 2. Registrant Information and Employee Plan Annual Information
Copies of the Company's reports filed with the Securities and Exchange
Commission may be obtained from the Secretary of the Company by Plan
participants upon written request.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The Company's Annual Report on Form 10-K/A for the year ended December 31,
1995, the Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996 and the description of
the Class A non-voting shares (the "Class A Shares") contained in Item 1 of
the Company's Registration Statement (No. 33-34251) on Form 20-F filed
April 11, 1990 are incorporated herein by reference, and all documents
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date of this registration statement and prior to the termination
of the offering of the Class A Shares shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing of such
documents.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein 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 other subsequently filed
document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
supersede, to constitute a part of the registration statement.
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel
Certain legal matters relating to the Class A Shares offered hereby are
being passed upon for the Company by Borden & Elliot.
The consolidated financial statements of the Company for the year ended
December 31, 1995, incorporated by reference to the Annual Report on
Form 10K/A for the year ended December 31, 1995 of the Company have
been audited by Coopers & Lybrand, independent auditors, as set forth
in their report included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
Item 6. Indemnification of Officers and Directors
Section 136 of the Business Corporation Act of Ontario (the "OBCA") empowers
a corporation, subject to certain limitations, to indemnify its past and
present officers and directors against all costs, charges and expenses,
including judgments, fines and settlement costs actually and reasonably
incurred by them in any suit or proceeding to which they are parties as
long as they have acted honestly and in good faith with a view to the
corporation's best interest, and, with respect to a criminal or
administratrative action or proceeding, as long as they had reasonable
grounds to believe their conduct was lawful. The Company's By-laws provide
that the Company shall indemnify to the fullest extent permitted by the
OBCA each director and officer who is made a party to an action or
proceeding by reason of the fact that he is or was a director or officer
of the Company or is or was serving at the request of the Company as a
director or officer. The Company has entered into indemnity agreements
with each of its directors providing for such indemnification. The Company
has purchased liability insurance for its directors and officers providing
aggregate coverage of $10 million per policy year. The premium under the
policy is paid by the Company and a deductible of $1 million is payable
by the Company.
Item 7. Exemption From Registration Claimed
Not applicable
Item 8. Exhibits
All exhibits are filed herewith unless otherwise indicated. For a list
of the Exhibits required by this section, see the Exhibit Index
immediately following the signature pages.
Item 9. Required Undertakings
(1) The undersigned Company hereby undertakes:
(a) 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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events 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;
(iv) provided, however, that the paragraphs (1)(a)(i) and (1)(a)(ii) do
not apply if the registration statement is on Form S-3 or 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 Exchange Act that are incorporated
by reference in the registration statement.
(b)That, for the purpose of determining 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.
(c) 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.
(d) 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 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.
(e) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 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
agent full power and authority to do and perform each and every act and
thing necessary or appropriate to 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
INDEX TO EXHIBITS
Exhibits designated by an asterisk have been heretofore filed by the
Company pursuant to Section 13 or 15(d) of the Exchange Act and are
hereby incorporated herein by reference to the pertinent prior filing.
Exhibit No. Description of Exhibit Page Number
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) By-Laws, as amended (previously
filed as an exhibit to Form 20-F
for the fiscal year ended
December 31, 1987) *
5 Opinion of Borden & Elliot
regarding the legality of any
original issuance of common
stock being registered
10(b) Supplemental Legend to
Fahnestock Viner Holdings Inc.
1996 Equity Incentive Plan
23(a) Consent of Coopers & Lybrand
23(b) Consent of Borden & Elliot
(included in Exhibit 5)
24 Power of Attorney (included
on the signature pages of
the registration statement)
EXHIBITS 5 and 23(c)
OPINION OF COUNSEL
CONSENT OF COUNSEL
[Letterhead of Borden & Elliot]
February 27, 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 filing with the Securities and Exchange Commission of a Registration
Statement on Form S-8 on February 27, 1997, registering an aggregate of
1,850,000 Class A non-voting shares (the "Class A Shares") of the
Corporation reserved for issuance under the Corporation's 1996 Equity
Incentive Plan (the "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 1,850,000 Class A Shares have been duly issued and when the
Corporation has received the issue price for the 1,850,000 Class A Shares
in the manner contemplated by the Plan and the related option agreements,
the Class A Shares will be duly 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 to 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 10(b)
LEGEND
THIS DOCUMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
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") 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)
THE CONSENT OF BORDEN & ELLIOT IS INCLUDED IN EXHIBIT 5 CONTAINED HEREIN.
