As filed with the Securities and Exchange Commission on
August 12, 1997
Registration No. 333-________
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. 1997 Employee Restricted Stock
Purchase 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 Statements on Form S-8 (File Nos. 33-47410
and 333-30325), as amended (collectively, the "Prior
Registration Statements"), is intended for use in connection
therewith, and constitutes a post-effective amendment
thereto.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, par 179,190<F1> $5.25<F3> $940,747.50 $285.08<F3>
value $.10 per share
Common Stock, par 514,312<F2> <F2> <F2> <F2>
value $.10 per share
Total $285.08
<FN>
<F1> Represents the number of shares of the Registrant's
Common Stock reserved for issuance pursuant to the Ryan,
Beck & Co., Inc. 1997 Employee Restricted Stock Purchase
Plan.
<F2> Such shares of the Registrant's Common Stock were
previously registered on the Prior Registration Statements.
In connection therewith, the Company paid registration fees,
in the aggregate, of $752.70.
<F3> Based on the closing sales price of the Registrant's
Common Stock as reported by the Nasdaq National Market
on August 8, 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
693,502 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, (iii) pursuant to the terms of the
Amended and Restated Ryan, Beck & Co., Inc. Restricted
Stock Grant Plan (the "Stock Grant Plan") and (iv) pursuant
to the terms of the Ryan, Beck & Co., Inc. 1997 Employee
Restricted Stock Purchase Plan (the "Stock Purchase 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 August 12, 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
Certain "affiliates" (as defined under Rule 405 promulgated
under the Securities Act) of the Company are eligible to sell,
pursuant to this Prospectus, any Shares acquired by such
affiliates, subsequent to the date of this Prospectus, upon
the exercise of 1996 Plan Options and/or pursuant to the
Stock Grant Plan and/or the Stock Purchase Plan. As the
names of such affiliates and the amount of Shares to be
offered by them become known, the Company will
supplement this Prospectus with such information. In
addition, 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>
Christopher Bayait 1,000<F5> 1,000 0 0
Christopher Cerniglia 16,125<F6> 8,500 7,625 *
Lawrence Cohn 20,000<F7> 20,000 0 0
Jim Dzikowski 5,000<F8> 5,000 0 0
Craig Eckenthal 30,001<F9> 5,000 25,001 *
Philip Grand 5,000<F10> 5,000 0 0
Allen Greene, former
President & CEO 44,012<F11> 20,000 24,012 *
Michael M. Horn, Director 20,368<F12> 1,500 18,868 *
Jonathan Klausner, Senior
Vice President 24,315<F13> 10,000 14,315 *
Robert Lewit 5,000<F14> 5,000 0 0
Andrew Lieb 5,000<F15> 5,000 0 0
Lois Livreri 5,000<F16> 5,000 0 0
Guy Malaby 14,298<F17> 7,875 6,423 *
Brian McShane 12,356<F18> 7,500 4,856 *
Richard B. Neff, Director 22,207<F19> 3,000 19,207 *
James Newman 3,736<F20> 3,500 236 *
Robert W. Pangia, Director 1,621<F21> 1,621 0 0
Christopher Parker 1,000<F22> 1,000 0 0
Benjamin Perlmutter, Director 2,933<F23> 1,621 1,312 0
Ben Plotkin, President
and Director 164,677<F24> 66,500 98,177 3.0%
Robin Poliner 1,000<F25> 1,000 0 0
Dan Ramer 5,000<F26> 5,000 0 0
Dennis Reynolds 11,177<F27> 8,500 2,677 *
Peter W. Rodino, Jr., Director 1,500<F28> 1,500 0 0
Mildred Santillo 2,753<F29> 2,312 441 *
Leonard Stanley, Senior
Vice President, Chief Financial
and Administrative Officer
and Director 28,222<F30> 22,875 5,346 *
Jay Suskind, Senior Vice 46,076<F31> 23,250 22,826 *
President and Director
Erik van Nispen 7,500<F32> 7,500 0 0
* 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 3,205,604
shares of Common Stock issued and outstanding as of July
31, 1997.
<F5> Includes 1,000 Shares issuable upon the exercise of
1996 Plan Options.
<F6> Includes 7,625 shares of Common Stock and 8,500
Shares issuable upon the exercise of 1996 Plan Options.
<F7> Includes 20,000 Shares issued pursuant to the
Stock Grant Plan.
<F8> Includes 5,000 Shares issuable upon the exercise of
1996 Plan Options.
<F9> Includes 25,001 shares of Common Stock and
5,000 Shares issuable upon the exercise of 1996 Plan
Options.
<F10> Includes 5,000 Shares issuable upon the exercise of
1996 Plan Options.
<F11> Includes 24,012 shares of Common Stock and
20,000 Shares previously issued upon the exercise of 1996
Plan Options.
<F12> Includes 18,868 shares of Common Stock and
1,500 Shares issued pursuant to the Stock Grant Plan.
<F13> Includes 8,315 shares of Common Stock, 6,000
Shares issued pursuant to the Stock Grant Plan and 10,000
Shares issuable upon the exercise of 1996 Plan Options.
<F14> Includes 5,000 Shares issuable upon the exercise of
1996 Plan Options.
<F15> Includes 5,000 Shares issuable upon the exercise of
1996 Plan Options.
<F16> Includes 5,000 Shares issuable upon the exercise of
1996 Plan Options.
<F17> 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.
<F18> Includes 4,856 shares of Common Stock and 7,500
Shares issuable upon the exercise of 1996 Plan Options.
<F19> Includes 19,207 shares of Common Stock and
3,000 Shares issued pursuant to the Stock Grant Plan.
<F20> Includes 236 shares of Common Stock and 3,500
Shares issuable upon the exercise of 1996 Plan Options.
<F21> Includes 1,621 Shares issued pursuant to the Stock
Grant Plan.
<F22> Includes 1,000 Shares issuable upon the exercise of
1996 Plan Options.
<F23> Includes 1,312 shares of Common Stock and 1,621
Shares issued pursuant to the Stock Grant Plan.
<F24> 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
35,000 Shares issuable upon the exercise of 1996 Plan
Options.
<F25> Includes 1,000 Shares issuable upon the exercise of
1996 Plan Options.
<F26> Includes 5,000 Shares issuable upon the exercise of
1996 Plan Options.
<F27> Includes 2,677 shares of Common Stock and 8,500
Shares issuable upon the exercise of 1996 Plan Options.
<F28> Includes 1,500 Shares issued pursuant to the Stock
Grant Plan.
<F29> 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.
<F30> Includes 2,674 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.
<F31> Includes 12,386 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.
<F32> Includes 7,500 Shares issuable upon the exercise of
1996 Plan Options.
</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.
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
<S> <C>
Available Information 2
Incorporation of Certain
Documents by Reference 2
The Company 3
Forward Looking
Statements 4
Use of Proceeds 4
Selling Stockholders 5
Plan of Distribution 8
Legal Matters 8
Experts 8
</TABLE>
693,502 Shares of Common Stock
RYAN, BECK & CO., INC.
PROSPECTUS
August 12, 1997
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.
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 Ryan, Beck & Co., Inc. 1997 Employee
Restricted Stock Purchase 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).
</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 12th day of August, 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 12th
day of August, 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/ Robert W. Pangia Director
Robert W. Pangia
/s/ Benjamin Perlmutter Director
Benjamin Perlmutter
/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) and Director
/s/ Jay Suskind Senior Vice
President and Director
Jay Suskind
</TABLE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Number Description
<S> <C>
4 Ryan, Beck & Co., Inc. 1997
Employee Restricted Stock Purchase 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.
</TABLE>
EXHIBIT 4
RYAN, BECK & CO., INC.
1997 EMPLOYEE RESTRICTED STOCK PURCHASE
PLAN
At the outset of the year, we stated in our general business
plan a desire to encourage employee ownership of Ryan,
Beck stock. In furtherance of this goal, this week the Board
of Directors approved a one time stock match program for
all employees. We are offering every employee an
opportunity to acquire Ryan, Beck & Co. stock through our
Restricted Stock Grant Plan.
Every employee will be entitled to purchase a limited
amount of Ryan, Beck & Co. stock as outlined in the
schedule below. For every $500 of stock that you purchase,
the Company will acquire an additional $125 of stock for
you. The shares that the Company acquires will have a cliff
vesting period of three years. In order to receive the shares
purchased for you by the Company, you must hold the
shares you purchased for three years and also remain an
employee at the end of the three year vesting period. If you
leave the employ of Ryan, Beck & Co. in less than three
years you only forfeit the shares purchased by the company,
not your own shares.
You will receive any dividends paid on both the shares you
purchased and the shares that the Company has acquired for
you. These shares must be purchased in $500 increments.
Also, if there is adequate interest, we will help to arrange
loans to finance the purchase with an unaffiliated lender at
market rates.
This window will remain open only until the close of
business on August 1, 1997. For both the shares purchased
by employees and the "match" shares, we intend to furnish
the shares at a price determined as follows: the average
over the ten trading days ending on July 31, 1997 of the
average of the bid - ask at the daily closing. We feel that
this is an excellent chance to promote employee stock
ownership, and we hope that you all take advantage of this
generous opportunity. You should be aware that every
member of the Senior Management Group intends to
participate in this program. Moreover, all outside directors
of Ryan, Beck & Co. now take a portion of their
compensation in the form of stock.
The Schedule below outlines the amount of restricted shares
you can acquire through this offer:
<TABLE>
SCHEDULE
<CAPTION>
The maximum Company match,
The maximum $ amount of which is equal to 25%
Your 1996 Compensation Level restricted shares you
can purchase of the shares you
purchase
<S> <C> <C>
Less than $30,000 $5,000 $1,250
$30,000 - $75,000 $25,000 $6,250
More than $75,000 $50,000 $12,500
</TABLE>
In closing, please remember this is our Company - you
should own a piece of the new Ryan, Beck & Co.! Please
return this form as soon as possible.
Please return this page to Grace O'Deven in Human
Resources by July 31, 1997.
Name:
_____Yes, I am interested in purchasing $____________ of
Ryan, Beck & Co. stock.
_____I am interested in talking to a lender.
_____No, I am not interested in purchasing any Ryan, Beck
& Co. stock.
EXHIBIT 5
[LETTERHEAD OF KLEHR, HARRISON, HARVEY,
BRANZBURG & ELLERS]
August 12, 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
178,690 shares of Common Stock issuable pursuant to the
Ryan, Beck & Co., Inc. 1997 Employee Restricted Stock
Purchase (the "Stock Purchase 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 Stock Purchase
Plan; (ii) the Company's Certificate of Incorporation and
Bylaws, each as amended and as presently in effect; (iii) the
Registration Statement; and (iv) 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 issuance in accordance with the provisions of the
Stock Purchase Plan, the Shares will 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. 1997
Employee Restricted Stock Purchase 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
August 12, 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. 1997 Employee Restricted Stock Purchase 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
August 12, 1997
