SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
RYAN, BECK & CO., INC.
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
22-1773796
(I.R.S. Employer Identification Number)
80 Main Street
West Orange, New Jersey 07052
(Address of principal executive offices)
Ryan, Beck & Co., Inc. 1996 Stock Option Plan; and Amended and
Restated Ryan, Beck & Co., Inc. Restricted Stock Grant Plan
(Full Title of Plan)
Ben A. Plotkin, President
80 Main Street
West Orange, New Jersey 07052
(Name and address of agent for service)
(201) 325-3000
(Telephone number, including area code, of agent for service)
Copies to:
Stephen T. Burdumy, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers
1401 Walnut Street
Philadelphia, Pennsylvania 19102
(215) 568-6060
Pursuant to Rule 429 under the Securities Act of 1933, as
amended, the form of reoffer prospectus included herein also
relates to the securities registered under the Registrant's
Registration Statement on Form S-8 (File No. 33-47410), as
amended (the "Prior Registration Statement"), is intended for use
in connection therewith, and constitutes a post-effective
amendment thereto.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Proposed
Securities Amount Proposed Maximum Amount of
to be to be Maximum Offering Aggregate Registration
Registered Registered Price Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock,
par value $.10
per share 200,000<F1> $4.875<F4> $975,000 $295.45<F4>
Common Stock,
par value $.10
per share 250,000<F2> $4.875<F4> $1,218,750 $369.32<F4>
Common Stock,
par value $.10
per share 64,312<F3> <F3> <F3> <F3>
Total $664.77<F4>
<FN>
<F1>Represents the maximum number of shares of the
Registrant's Common Stock issuable upon the exercise of the
maximum number of options which may be granted under the
Ryan, Beck & Co., Inc. 1996 Stock Option Plan.
<F2>Represents the number of shares of the Registrant's Common
Stock reserved for issuance pursuant to the Amended and Restated
Ryan, Beck & Co., Inc. Restricted Stock Grant Plan.
<F3>Such shares of the Registrant's Common Stock were
previously registered on the Prior Registration Statement. In
connection therewith, the Company paid a registration fee of
$87.93.
<F4>Based on the closing sales price of the Registrant's Common
Stock as reported by the Nasdaq National Market on June 23,
1997, estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) under the Securities
Act of 1933, as amended.
</FN>
</TABLE>
PART I
INFORMATION REQUIRED IN PROSPECTUS
A reoffer prospectus prepared in accordance with the requirements
of Part I of Form S-3 is being filed with the Commission as part of
this Registration Statement. The Section 10(a) prospectus is
omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to
Part I of Form S-8.
PROSPECTUS
RYAN, BECK & CO., INC.
80 Main Street
West Orange, New Jersey 07052
(201) 325-3000
514,312 Shares of Common Stock
The shares (the "Shares") of common stock, par value $.10 per
share (the "Common Stock"), of Ryan, Beck & Co., Inc. (together
with its subsidiaries, the "Company") which are the subject of this
Prospectus and which may be sold from time to time hereunder are
shares which may be acquired by certain officers, directors and key
employees (the "Selling Stockholders") of the Company (i) upon
the exercise of options ("1986 Plan Options") to purchase Shares
granted to the Selling Stockholders by the Company pursuant to
the terms of the Ryan, Beck & Co., Inc. 1986 Stock Option Plan
(the "1986 Option Plan"), (ii) upon the exercise of options ("1996
Plan Options," and together with the 1986 Plan Options, "Plan
Options") to purchase such Shares granted to the Selling
Stockholders by the Company pursuant to the terms of the Ryan,
Beck & Co., Inc. 1996 Stock Option Plan and (iii) pursuant to the
terms of the Amended and Restated Ryan, Beck & Co., Inc.
Restricted Stock Grant Plan (the "Stock Grant Plan"). See "Selling
Stockholders."
It is anticipated that the Shares may be offered for sale by one or
more of the Selling Stockholders, in their discretion, on a delayed
or continuous basis from time to time in transactions in the open
market at prices prevailing at the time of sale on the Nasdaq
National Market (the "NNM") under the symbol "RBCO" or in
private transactions at negotiated prices or otherwise. Such
transactions may be effected directly by the Selling Stockholders,
each acting as principal for his own account. Alternatively, such
transactions may be effected through brokers, dealers or other
agents designated from time to time by the Selling Stockholders,
and such brokers, dealers or other agents may receive
compensation in the form of customary brokerage commissions or
concessions from the Selling Stockholders or the purchasers of the
Shares. The Shares held by the Selling Stockholders may also be
sold hereunder by brokers, dealers, banks or other persons or
entities who receive such Shares as a pledgee of the Selling
Stockholders. The Selling Stockholders, brokers who execute
orders on their behalf and other persons who participate in the
offering of the Shares on their behalf may be deemed to be
"underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, as amended (the "Securities Act"), and a
portion of the proceeds of sales and commissions or concessions
therefore may be deemed underwriting compensation for purposes
of the Securities Act. The Company will not receive any part of
the proceeds from the sale of Shares by the Selling Stockholders.
Upon the exercise of Plan Options by the holders thereof, the
Company will receive the exercise price of the Plan Options. To
the extent the Plan Options are exercised, the Company will apply
the proceeds thereof to its general corporate purposes.
The Company will pay all costs and expenses incurred by it in
connection with the registration of the Shares under the Securities
Act. The Selling Stockholders will pay the costs associated with
any sales of Shares, including any discounts, commissions and
applicable transfer taxes.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is June 30, 1997.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS
NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE OFFERING MADE BY THIS PROSPECTUS, AND
IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO BUY THE SECURITIES TO
WHICH THIS PROSPECTUS RELATES IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS NOT
LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN
SUCH JURISDICTION. NEITHER DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR SINCE THE DATE AS OF WHICH
INFORMATION IS SET FORTH HEREIN.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy and information statements
and other information can be inspected and copied at prescribed
rates at the Public Reference Section of the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the Commission's regional offices located at 7 World Trade Center,
New York, New York 10048, and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Such
reports and other information filed with the Commission can be
reviewed through the Commission's Electronic Data Gathering
Analysis and Retrieval System, which is publicly available through
the Commission's website (http:www.sec.gov). The Common
Stock of the Company is listed on the NNM and reports, proxy and
information material and other information concerning the
Company may be inspected at the offices of the National
Association of Securities Dealers, Inc., Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of a registration statement on
Form S-8 (the "Registration Statement") filed by the Company
with the Commission under the Securities Act with respect to the
securities offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of
the Commission. Reference is hereby made to the Registration
Statement and to the exhibits thereto for further information with
respect to the Company and the securities offered hereby. Copies
of the Registration Statement and the exhibits thereto are on file at
the offices of the Commission and may be obtained upon payment
of the prescribed fee or may be examined without charge at the
Public Reference Section of the Commission described above.
Statements contained herein concerning the provisions of
documents are necessarily summaries of such documents, and each
statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (the "1996 Annual Report");
(b) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997 (the "March 31, 1997
Quarterly Report");
(c) The Company's Current Report on Form 8-K dated June 9,
1997; and
(d) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, dated June 2,
1986, including all amendments and reports filed for the purpose of
updating such description.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15 (d)
of the Exchange Act subsequent to the date of this Prospectus and
prior to the completion or termination of this offering shall be
deemed to be incorporated by reference in this Prospectus and to be
part hereof from the date of filing of such documents. Any
statement contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to
be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom this Prospectus is
delivered, upon written or oral request, a copy of any or all of such
documents which are incorporated herein by reference (other than
exhibits to such documents unless such exhibits are specifically
incorporated by reference into the documents that this Prospectus
incorporates). Written or oral requests for copies should be
directed to Ryan, Beck & Co., Inc., 80 Main Street, West Orange,
New Jersey 07052; Attention: Secretary.
THE COMPANY
The Company is principally engaged in the underwriting,
distribution and trading of tax-exempt, bank equity and debt
securities. The Company provides consulting, research and
brokerage services primarily to community-oriented financial
services companies with a focus on corporate finance and merger-
related services. The Company offers a general securities
brokerage business with investment products for retail and
institutional clients, as well as life insurance and annuity products.
The Company's clients consist primarily of high net worth
individuals (primarily residents of New Jersey, other Mid-Atlantic
and Northeastern states and Florida), banking and thrift institutions
(primarily located in New Jersey, Pennsylvania and Florida) and, to
a much lesser extent, insurance companies and specialty finance
companies. The Company's plan is to continue to operate as a high
quality firm serving its market niche in the financial services
industry.
The Company is registered as a broker-dealer with the Commission
and is a member of the National Association of Securities Dealers,
Inc. and the Securities Investor Protection Corporation which
insures customer funds and securities deposited with a broker-
dealer up to $500,000 per customer, with a limitation of $100,000
on claims for cash balances. The Company is not a member of any
securities exchange.
The Company was organized in New Jersey in 1965, under the
name of John J. Ryan & Co., Incorporated, as a successor to
various entities dating from 1946. The Company changed its name
to Ryan, Beck & Co., Inc. in 1981. The principal executive office
of the Company is located at 80 Main Street, West Orange, New
Jersey 07052 and its telephone number is 201-325-3000.
FORWARD-LOOKING STATEMENTS
This Prospectus incorporates by reference forward-looking
statements within the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Reference is made in
particular to the discussion under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the
Company's 1996 Annual Report and the March 31, 1997 Quarterly
Report and under "Business" in the 1996 Annual Report
incorporated in this Prospectus by reference. Such statements are
based on current expectations that involve a number of
uncertainties. Actual results could differ materially from those
projected in the forward-looking statements.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Shares of Common Stock offered hereby. The Selling
Stockholders will receive all of the net proceeds from the sale of
the Shares of Common Stock offered hereby. Upon the exercise of
Plan Options by the holders thereof, the Company will receive the
exercise price of the Plan Options. To the extent the Plan Options
are exercised, the Company will apply the proceeds thereof to its
general corporate purposes.
SELLING STOCKHOLDERS
The following persons are eligible to sell, pursuant to this
Prospectus, the number of Shares set forth opposite their name in
the table below.
<TABLE>
SELLING STOCKHOLDERS
<CAPTION>
Pre-Offering Post-Offering
Total Number Total Number
Name and of Shares of Shares
Relationship Beneficially Shares Beneficially Percentage
to the Company<F1> Owned<F2> Offered Owned <F3> of Class<F4>
<S> <C> <C> <C> <C>
Robert Adell 6,436<F5> 1,125 5,311 *
Christopher Bayait 1,000<F6> 1,000 0 0
Christopher Cerniglia 11,125<F7> 3,500 7,625 *
Lawrence Cohn 20,000<F8> 20,000 0 0
Michelle Darcey 4,857<F9> 750 4,107 *
Allen Greene, former
President & CEO 44,012<F10> 20,000 24,012 *
Louis Karvonidis 300<F11> 150 150 *
Jonathan Klausner, Executive
Committee Member 16,815<F12> 8,500 8,315 *
Guy Malaby 14,298<F13> 10,059 4,239 *
Brian McShane 7,356<F14> 2,500 4,856 *
James Newman 3,736<F15> 3,500 236 *
Christopher Parker 1,000<F16> 1,000 0 0
Ben Plotkin, President
and Director 149,677<F17> 74,606 75,071 2.3%
Robin Poliner 1,000<F18> 1,000 0 0
Dennis Reynolds 6,177<F19> 3,500 2,677 *
Mildred Santillo 2,753<F20> 2,312 441 *
Olivia Schuren 662<F21> 150 512 *
Eugene Scolamiero 3,596<F22> 563 3,033 *
Leonard Stanley, Senior
Vice President, Chief Financial
and Administrative Officer 27,047<F23> 25,548 1,499 *
Elizabeth Summers 2,890<F24> 300 2,590 *
Jay Suskind, Executive
Committee Member 43,136<F25> 33,690 9,446 *
Erik van Nispen 7,500<F26> 7,500 0 0
Michael Vitiello 7,977<F27> 2,250 5,727 *
Richard Weiss 2,261<F28> 749 1,512 *
*Indicates less than one percent (1%).
<FN>
<F1> All persons are employees of the Company unless otherwise
indicated.
<F2> Assumes the exercise of all Plan Options to purchase Shares
granted to the above-listed Selling Stockholders.
<F3> Assumes the offer and sale of all Shares eligible to be offered
and sold hereby by the Selling Stockholders to third parties
unaffiliated with such Selling Stockholders.
<F4> These percentages are calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder, without giving effect to the 60 day
limitation regarding the conversion of convertible securities.
Based upon 3,188,515 shares of Common Stock issued and
outstanding as of June 16, 1997.
<F5> Includes 5,311 shares of Common Stock and 1,125 Shares
issued pursuant to the Stock Grant Plan.
<F6> Includes 1,000 Shares issuable upon the exercise of 1996
Plan Options.
<F7> Includes 7,625 shares of Common Stock and 3,500 Shares
issuable upon the exercise of 1996 Plan Options.
<F8> Includes 20,000 Shares issued pursuant to the Stock Grant
Plan.
<F9> Includes 4,107 shares of Common Stock and 750 Shares
issued pursuant to the Stock Grant Plan.
<F10> Includes 24,012 shares of Common Stock and 20,000
Shares previously issued upon the exercise of 1996 Plan Options.
<F11> Includes 150 shares of Common Stock and 150 Shares
issued pursuant to the Stock Grant Plan.
<F12> Includes 8,315 shares of Common Stock, 6,000 Shares
issued pursuant to the Stock Grant Plan and 2,500 Shares issuable
upon the exercise of 1996 Plan Options.
<F13> Includes 4,239 shares of Common Stock, 2,184 Shares
issued pursuant to the Stock Grant Plan and 7,875 Shares issuable
upon the exercise of 1986 Plan Options.
<F14> Includes 4,856 shares of Common Stock and 2,500 Shares
issuable upon the exercise of 1996 Plan Options.
<F15> Includes 236 shares of Common Stock and 3,500 Shares
issuable upon the exercise of 1996 Plan Options.
<F16> Includes 1,000 Shares issuable upon the exercise of 1996
Plan Options.
<F17> Includes 75,071 shares of Common Stock, 23,106 Shares
issued pursuant to the Stock Grant Plan, 31,500 Shares issuable
upon the exercise of 1986 Plan Options and 20,000 Shares issuable
upon the exercise of 1996 Plan Options.
<F18> Includes 1,000 Shares issuable upon the exercise of 1996
Plan Options.
<F19> Includes 2,677 shares of Common Stock and 3,500 Shares
issuable upon the exercise of 1996 Plan Options.
<F20> Includes 441 shares of Common Stock, 1,312 Shares
issuable upon the exercise of 1986 Plan Options and 1,000 Shares
issuable upon the exercise of 1996 Plan Options.
<F21> Includes 512 shares of Common Stock and 150 Shares
issued pursuant to the Stock Grant Plan.
<F22> Includes 3,033 shares of Common Stock and 563 Shares
issued pursuant to the Stock Grant Plan.
<F23> Includes 1,499 shares of Common Stock, 2,673 Shares
issued pursuant to the Stock Grant Plan, 7,875 Shares issuable
upon the exercise of 1986 Plan Options and 15,000 Shares issuable
upon the exercise of 1996 Plan Options.
<F24> Includes 2,590 shares of Common Stock and 300 Shares
issued pursuant to the Stock Grant Plan.
<F25> Includes 9,446 shares of Common Stock, 10,440 Shares
issued pursuant to the Stock Grant Plan, 15,750 Shares issuable
upon the exercise of 1986 Plan Options and 7,500 Shares issuable
upon the exercise of 1996 Plan Options.
<F26> Includes 7,500 Shares issuable upon the exercise of 1996
Plan Options.
<F27> Includes 5,727 shares of Common Stock and 2,250 Shares
issued pursuant to the Stock Grant Plan.
<F28> Includes 1,512 shares of Common Stock and 749 Shares
issued pursuant to the Stock Grant Plan.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The Common Stock is listed for trading on the NNM. The sale of
the Shares offered hereunder is not being underwritten. The Shares
covered by this Prospectus may be offered and sold by the Selling
Stockholders from time to time on the NNM through broker-
dealers selected by the Selling Stockholders at market prices
prevailing at the time of sale, in private transactions at negotiated
prices or otherwise. It is anticipated that such transactions will be
effected without payment of any underwriting commissions or
discounts, other than brokers' commissions or fees customarily
paid in connection with such transactions, which commissions and
fees will be borne by the Selling Stockholders.
The Company has agreed to bear the costs of registering the Shares
offered hereby under the Securities Act, but will not receive any of
the proceeds from the sale of such Shares.
There is no assurance that the Selling Stockholders will sell any or
all of the Shares offered hereby.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for
the Company by Klehr, Harrison, Harvey, Branzburg & Ellers,
Philadelphia, Pennsylvania.
EXPERTS
The consolidated financial statements and schedule of the
Company appearing in the Company's 1996 Annual Report have
been audited by Deloitte & Touche LLP, independent auditors, as
set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements and
schedule have been incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts
in accounting and auditing.
No dealer, salesman or any other person has been authorized to
give any information or to make any representations not contained
in this Prospectus in connection with the offering described herein
and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company or the
Selling Stockholders. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy a security other than the
shares of Common Stock offered hereby, nor does it constitute an
offer to sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that the
information contained herein is correct as of any date subsequent to
the date hereof.
514,312 Shares of Common Stock
RYAN, BECK & CO., INC.
PROSPECTUS
June 30, 1997
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
<S> <C>
Available Information 2
Incorporation of Certain
Documents by Reference 2
The Company 4
Forward-Looking Statements 4
Use of Proceeds 4
Selling Stockholders 5
Plan of Distribution 7
Legal Matters 7
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities
and Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended, are incorporated into this Registration
Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
2. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997;
3. The Company's Current Report on Form 8-K dated June 9, 1997;
and
4. The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, dated June 2,
1986, including all amendments and reports filed for the purpose of
updating such description.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15 (d)
of the Exchange Act subsequent to the date of this Prospectus and
prior to the completion or termination of this offering shall be
deemed to be incorporated by reference in this Prospectus and to be
part hereof from the date of filing of such documents. Any
statement contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to
be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Klehr, Harrison, Harvey, Branzburg & Ellers, Philadelphia,
Pennsylvania, has delivered an opinion in connection herewith
with respect to the legality of the shares of Common Stock being
registered hereunder. Members of such firm beneficially own an
aggregate of 100,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
In accordance with Section 14A:3-5 of the New Jersey Business
Corporation Act, the Company's Certificate of Incorporation
authorizes the Company to enter into agreements pursuant to which
the Company would be required to indemnify and hold harmless its
officers and directors against expenses and liabilities incurred by or
imposed upon them in connection with any proceedings to which
they may be made, or threatened to be made, a party, or in which
they may become involved, by reason of their having been a
director or officer, to the same extent as they would be indemnified
and held harmless under a standard directors' and officers' liability
insurance policy selected by the Board of Directors. The
Certificate of Incorporation also requires the Company to provide
its directors and executive officers with indemnification to the
fullest extent permitted by law.
The Company presently maintains directors' and officers' liability
insurance on certain of its directors and officers. In addition, the
Company has entered into indemnification agreements with each of
its directors and certain senior officers. These contracts confirm
the indemnity provided to such persons by the Company's
Certificate of Incorporation. The agreements provide that the
directors and certain senior officers will be indemnified to the
fullest extent permitted by law against all expenses (including
attorney's fees), judgements (other than in proceedings by, or in the
right of, the Company), fines and settlement amounts, paid or
incurred by them and may have indemnification expenses advanced
to them in any action or proceeding, including any action by, or in
the right of, the Company, on account of their service as a director
or officer of the Company of any subsidiary of the Company or as a
director or officer of any other entity when they served in such
capacities at the request of the Company.
Item 7. Exemption from Registration Claimed.
Any restricted securities to be offered or resold pursuant to this
Registration Statement are exempt under Section 4(2) of the
Securities Act of 1933, as amended, as a non-public offering of
securities.
Item 8. Exhibits.
<TABLE>
EXHIBITS
<CAPTION>
Exhibit No. Description
<S> <C>
4.1<F1> Ryan, Beck & Co., Inc. 1996 Stock Option Plan
4.2<F2> Amended and Restated Ryan, Beck & Co., Inc.
Restricted Stock Grant Plan
5 Opinion of Klehr, Harrison, Harvey, Branzburg &
Ellers with respect to the legality of the shares of Common Stock
being registered hereunder.
23.1 Consent of Deloitte & Touche LLP, independent
auditors, with respect to the consolidated financial statements of
Ryan, Beck & Co., Inc. for the year ended December 31, 1996.
23.2 Consent of Trien, Rosenberg, Rosenberg, Weinberg,
Ciullo & Fazzari, LLP, independent auditors, with respect to the
consolidated financial statements of Ryan, Beck & Co., Inc. for the
years ended December 31, 1995 and 1994.
24 Powers of Attorney (included in the signature pages
hereto).
<FN>
<F1> Incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.
<F2> Incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994.
</FN>
</TABLE>
Item 9. Undertakings.
(a) The Company 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 this 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 this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement; provided, however, that paragraphs (a) (1)(i) and (a)
(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to its Certificate of
Incorporation, its bylaws, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 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
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 of whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 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 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
West Orange, State of New Jersey, on this 30th day of June, 1997.
RYAN, BECK & CO., INC.
BY: /s/ Ben A. Plotkin
Ben A. Plotkin, President
POWER OF ATTORNEY
Each of the undersigned officers and directors of Ryan, Beck &
Co., Inc. whose signature appears below hereby appoints Ben A.
Plotkin and Leonard J. Stanley and each of them individually as
true and lawful attorney-in-fact for the undersigned with full power
of substitution, to execute in his name and on his behalf in each
capacity stated below, any and all amendments (including post-
effective amendments) to this Registration Statement as the
attorney-in-fact shall deem appropriate, and to cause to be filed any
such amendment (including exhibits thereto and other documents
in connection therewith) to this Registration Statement with the
Securities and Exchange Commission, as fully and to all intents
and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or any of
them, 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 indicated on this 30th day of
June, 1997.
<TABLE>
SIGNATURES
<CAPTION>
Signature Title(s)
<S> <C>
/s/ Ben A. Plotkin President and Director
Ben A. Plotkin
/s/ Michael M. Horn Director
Michael M. Horn
/s/ Matthew R. Naula Vice Chairman, Executive
Vice President and Director
Matthew R. Naula
/s/ Richard B. Neff Chairman of the Board and
Director
Richard B. Neff
/s/ Peter W. Rodino, Jr. Director
Peter W. Rodino, Jr.
/s/ Jack R. Rosenthal Vice Chairman and Director
Jack R. Rosenthal
/s/ Leonard J. Stanley Senior Vice President, and
Chief Financial and
Leonard J. Stanley Administrative Officer
(Principal Accounting and
Financial Officer)
</TABLE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Number Description
<S> <C>
5 Opinion of Klehr, Harrison, Harvey,
Branzburg & Ellers with respect to the legality of the shares of
Common Stock being registered hereunder.
23.1 Consent of Deloitte & Touche LLP,
independent auditors, with respect to the consolidated financial
statements of Ryan, Beck & Co., Inc. for the y ear ended
December 31, 1996.
23.2 Consent of Trien, Rosenberg, Rosenberg,
Weinberg, Ciullo & Fazzari, LLP, independent auditors, with
respect to the consolidated financial statements of Ryan, Beck &
Co., Inc. for the years ended December 31, 1995 and 1994.
</TABLE>
EXHIBIT 5
[LETTERHEAD OF KLEHR, HARRISON, HARVEY,
BRANZBURG & ELLERS]
June 30, 1997
Board of Directors
Ryan, Beck & Co., Inc.
80 Main Street
West Orange, New Jersey 07052
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Ryan, Beck & Co., Inc. (the
"Company") in connection with the proposed registration of shares
of the Company's common stock, par value $.10 per share (the
"Common Stock"), on a registration statement on Form S-8 being
filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended
(the "Securities Act"). Such registration statement, as it may be
amended or supplemented from time to time, including all exhibits
thereto, is referred to hereinafter as the "Registration Statement."
The shares to be registered (the "Shares") consist of 450,000 shares
of Common Stock issuable (i) upon the exercise of options (the
"Plan Options") granted or to be granted to certain officers,
directors and key employees (or former officers, directors and key
employees) of the Company pursuant to the Ryan, Beck & Co., Inc.
1996 Stock Option Plan (the "Option Plan") and (ii) pursuant to the
Amended and Restated Ryan, Beck & Co., Inc. Restricted Stock
Grant Plan (the "Stock Grant Plan"). Certain of the Shares may be
offered and sold from time to time for the account of the persons
referred to in the Registration Statement as "Selling Stockholders."
In this regard, we have examined: (i) the Option Plan; (ii) the
award agreements granting Plan Options pursuant to the Option
Plan to certain of the officers and directors of the Company; (iii)
the Stock Grant Plan; (iv) the award agreements granting Shares
pursuant to the Stock Grant Plan to certain of the employees of the
Company; (v) the Company's Certificate of Incorporation and
Bylaws, each as amended and as presently in effect; (v) the
Registration Statement; and (vi) such officers' certificates,
resolutions, minutes, corporate records and other documents as we
have deemed necessary or appropriate for purposes of rendering
the opinions expressed herein.
In rendering such opinions, we have assumed the authenticity of all
documents and records examined, the conformity with the original
documents of all documents submitted to us as copies and the
genuineness of all signatures.
The opinions expressed herein are based solely upon our review of
the documents and other materials expressly referred to above.
Other than such documents and other materials, we have not
reviewed any other documents in rendering such opinions. Such
opinions are therefore qualified by the scope of that document
examination.
Based upon and subject to the foregoing, and on such other
examinations of law and fact as we have deemed necessary or
appropriate in connection herewith, we are of the opinion that,
upon exercise of the Plan Options in accordance with the
provisions of the Option Plan and the applicable award agreements
and upon issuance of shares of Common Stock in accordance with
the provisions of the Stock Grant Plan and the applicable award
agreements, as applicable, the Shares issued pursuant to the Option
Plan and the Grant Plan, as the case may be, are or will be, as the
case may be, duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock.
This opinion is limited to the law of the State of New Jersey and
the Federal securities law of the United States. Except as expressly
otherwise noted herein, this opinion is given as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to this firm under
the caption "Legal Matters" in the Prospectus constituting a part of
the Registration Statement. By giving such consent, we do not
hereby admit that we fall within the category of persons whose
consent is required pursuant to Section 7 of the Securities Act.
Very truly yours,
/s/ Klehr, Harrison, Harvey, Branzburg & Ellers
EXHIBIT 23.1
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration
Statement of Ryan, Beck & Co., Inc. (the "Company") pertaining to
the Ryan, Beck & Co., Inc. 1996 Stock Option Plan and the
Amended and Restated Ryan, Beck & Co., Inc. Restricted Stock
Grant Plan on Form S-8 of our report dated February 14, 1997
appearing in the Annual Report on Form 10-K of Ryan, Beck &
Co., Inc. for the year ended December 31, 1996, and to the
reference to us under the heading "Experts" in this Prospectus,
which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
New York, New York
June 27, 1997
EXHIBIT 23.2
Consent of Independent Auditors
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of Ryan, Beck & Co., Inc. (the
"Company") pertaining to the Ryan, Beck & Co., Inc. 1996 Stock
Option Plan and the Amended and Restated Ryan, Beck & Co.,
Inc. Restricted Stock Grant Plan of our report dated February 5,
1996, with respect to the consolidated statements of financial
condition of the Company as of December 31, 1995 and 1994 and
the related consolidated statements of cash flows for the two years
then ended, which report is incorporated by reference into the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 filed with the Securities and Exchange
Commission.
/s/ Trien, Rosenberg, Rosenberg, Weinberg, Ciullo & Fazzari, LLP
Morristown, New Jersey
June 27, 1997
