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 42,000
Proposed maximum offering price per share (1) $19.50
Proposed maximum aggregate offering price $819,000
Amount of registration fee (1) $241.60
(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 May 18, 1998.
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 February 27, 1997 (no.333-22459).
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
May, 1998.
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, May 26/98
A. G. Lowenthal Chief Executive Officer, Director
/s/ E. K. Roberts President, Treasurer, May 26/98
E. K. Roberts Chief Financial Officer, Director
/s/A. W. Oughtred Secretary, Director May 26/98
A. W. Oughtred
/s/J. L. Bitove Director May 26/98
J.L. Bitove
/s/R. Crystal Director May 26/98
R. Crystal
/s/K. W. McArthur Director May 26/98
K. W. McArthur
/s/B. Winberg Director May 26/98
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 May, 1998.
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.
Exhibit Sequentially
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.333-22459)).
5 Opinion of Borden & Elliot
regarding the legality of any
original issuance of common
stock being registered.
23(a) Consent of Coopers & Lybrand
23(b) Consent of Coopers & Lybrand
(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, 1996 (previously
filed as an exhibit to the Plan's
annual report on Form 11-K
for the plan year ended
December 31, 1996))
[LEGEND] EXHIBITS 5 and 23(c) OPINION OF COUNSEL CONSENT OF COUNSEL
[Letterhead of Borden & Elliot]
May 25, 1998
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 May 26, 1998
(the "Registration Statement") with the Securities and Exchange
Commission of a Registration Statement on Form S-8 covering an
aggregate of 42,000 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 42,000 Class A Shares have been duly issued to the
Trustees of the Fahnestock & Co. Inc. 401(k) Plan and the
Corporation have 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 on Form S-8
of the Corporation filed with the Securities and Exchange
Commission on February 27, 1997 in connection with the
registration of 1,850,000 Class A non-voting shares reserved for
issuance under the Corporation's 1996 Equity Incentive Plan.
Yours very truly,
/s/ Borden & Elliot
Borden & Elliot
[LEGEND] EXHIBIT 23(a) CONSENT OF INDEPENDENT AUDITORS
[Letterhead of Coopers & Lybrand]
May 25, 1998
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 March 4, 1998 appearing in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997.
/s/ Coopers & Lybrand
Coopers & Lybrand
Toronto, Ontario
[LEGEND] EXHIBIT 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS
[Letterhead of Coopers & Lybrand L.L.P.]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Fahnestock Viner Holdings Inc. on Form S-8, to register 42,000 Class A
non-voting shares filed on May 26, 1998, of our report dated June 3, 1997,
on our audit of the financial statements and supplemental schedules
of the Fahnestock & Co. Inc. 401(k) Plan (the "Plan") as of and for the
year ended December 31, 1996, which report was previously filed as an
exhibit to the Plan's Annual Report on Form 11-K.
/s/ Coopers & Lybrand LLP
Coopers & Lybrand LLP
New York, New York
May 26, 1998
[LEGEND] EXHIBIT 23(c)
THE CONSENT OF BORDEN & ELLIOT IS INCLUDED IN
EXHIBIT 5 CONTAINED HEREIN.
