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 250,000
Proposed maximum offering price per share (1) $19.50
Proposed maximum aggregate offering price $4,875,000
Amount of registration fee (1) $1,438.12
(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 May 18, 1998 on The New York Stock Exchange.
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
issued upon exercise of employee stock option agreements granted
pursuant to the Company's 1996 Equity Incentive Plan, Amended
and Restated as at January 7, 1997 together with Amendment No.
1 dated March 25, 1997 and Amendment No. 2 dated February 23,
1998 (the "Plan"). A registration statement describing the
Company's Class A non-voting shares was filed with the Securities
and Exchange Commission on February 27, 1997 (no. 333-22485),
and in accordance with General Instruction E to Form S-8, is
hereby incorporated by reference and made a part hereof.
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 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, 1998
A. G. Lowenthal Chief Executive Officer,Director
/s/ E. K. Roberts President, Treasurer, May 26, 1998
E. K. Roberts Chief Financial Officer,Director
/s/A. W. Oughtred Secretary, Director May 26, 1998
A. W. Oughtred
/s/J. L. Bitove Director May 26, 1998
J.L. Bitove
/s/R. Crystal Director May 26, 1998
R. Crystal
/s/K. W. McArthur Director May 26, 1998
K. W. McArthur
/s/B. Winberg Director May 26, 1998
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 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) 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.
23(a) Consent of Coopers & Lybrand
23(b) Borden & Elliot
(included in Exhibit 5)
24 Power of Attorney (included
on the signature pages of
the registration statement)
[LEGEND] EXHIBITS 5 and 23(b) 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 filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 on May 26,
1998 (the "Registration Statement"), registering an aggregate of
250,000 Class A non-voting shares (the "Class A Shares") of the
Corporation reserved for issuance under the Corporation's 1996
Equity Incentive Plan, as amended (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 250,000 Class A Shares have been duly
issued and when the Corporation has received the issue
price for the 250,000 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 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") 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)
THE CONSENT OF BORDEN & ELLIOT IS INCLUDED IN
EXHIBIT 5 CONTAINED HEREIN
