CONFORMED
FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended February 29, 2000
OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from to
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Commission file number 1-9480
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National Discount Brokers Group, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 22-2394480
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Exchange Place Centre, Jersey City, New Jersey 07302
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(Address of principal executive offices) (Zip code)
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(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
17,626,993 shares of Common Stock, par value $.01 per share, were
outstanding on March 31, 2000.
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Item 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 4(a) - Press Release dated March 28, 2000 -
incorporated by reference to Exhibit 99(a)
to the Company's Form 8-K dated March 27,
2000.
Exhibit 4(b) - Letter of Intent dated March 27, 2000
between National Discount Brokers Group,
Inc. and Deutsche Bank Americas Holding
Corporation - incorporated by reference to
Exhibit 99(b) to the Company's Form 8-K
dated March 27, 2000.
Exhibit 10(a) - Amendment to the National Discount
Brokers Group, Inc. 1999 Non-Qualified
Stock Option Plan.
Exhibit 10(b) - Letter of the Company exercising its
option under the Employment Agreement
dated as of May 31, 1997 between Arthur
Kontos and the Company.
Exhibit 11 - Computation of Net Income Per Common Share
Exhibit 27 - Financial Data Schedule
(b) The Company filed one report on Form 8-K during the quarter ended
February 29, 2000. The report, dated February 5, 2000, was filed in
regard to the Securities Purchase Agreement the Company entered into
with Go2Net and Vulcan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
National Discount Brokers Group, Inc.
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Date: April 28, 2000 By: Arthur Kontos
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Arthur Kontos
Chief Executive Officer
Date: April 28, 2000 By: Daniel Fishbane
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Daniel Fishbane
Chief Financial Officer and
Principal Accounting Officer
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EXHIBIT 10(a)
AMENDMENT TO THE NATIONAL DISCOUNT BROKERS GROUP, INC.
1999 NON-QUALIFIED STOCK OPTION PLAN
RESOLVED, that the National Discount Brokers Group, Inc. 1999 Non-Qualified
Stock Option Plan, as amended (the "Plan") is further amended to revise
subsection 5(i) to read in its entirely as follows:
(i) Notwithstanding any provision of the Plan to the contrary, each
Independent Director shall receive (I) a one time grant of a Stock Option
covering 5,000 shares of stock (adjusted as provided in Section 8) on the date
when the Independent Director first joins the Board after July 28, 1999 or on
July 28, 1999 in the case of any Independent Director serving on the Board on
July 28, 1999 and (II) each Independent Director elected after January 19, 2000
shall receive the grant of a Stock Option covering 5,000 shares of stock
(adjusted as provided in Section 8) on each date the Independent Director is
elected to the Board after the first such election. The Stock Option will have
an Exercise Price equal to Fair Market Value at the Granting Date, have a term
of 9 years and 364 days from the Granting Date, vest six months after the
Granting Date for the Stock Option, be transferable to the extent permitted by
the Committee for Employees, not be subject to the benefits of Subsection 5(h)
and 6(c), and otherwise be subject to the terms and conditions of the Plan
except that the Stock Option awarded to an Independent Director shall not expire
when the Independent Director leaves the Board but shall continue until the
earlier of two years from the date the Director leaves the Board or the date the
Stock Option expires. Notwithstanding the foregoing no Independent Director
shall be entitled to receive a Stock Option under this subsection 5(i) if the
number of shares of Stock received as a result of the conversion of, or to be
received upon exercise of, Stock Options would exceed one percent of the shares
of stock then outstanding or one per cent of the voting power of securities of
the Company then outstanding.
FURTHER RESOLVED, that the foregoing amendment shall not become effective
until the New York Stock Exchange advises the Company that such amendment will
not require approval of the Plan by the stockholders of the Company.
Respectfully submitted,
Frank E. Lawatsch, Jr.
Secretary
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EXHIBIT 10(b)
March 21, 2000
Arthur Kontos
President and Chief Executive Officer
National Discount Brokers Group, Inc.
10 Exchange Place Center
Jersey City, NJ 07302
RE: Employment Agreement dated as of May 31, 1997 between The Sherwood
Group, Inc. (now National Discount Brokers Group, Inc.) and Arthur Kontos
Dear Artie,
Please be advised that pursuant to Section 1.2 of the Employment
Agreement between you and National Discount Brokers Group, Inc., National
Discount Brokers Group, Inc. hereby extends the Term of Employment under the
above captioned Agreement for one additional year from June 1, 2000 until May
31, 2000. This notice of extension shall be deemed made prior to December 31,
1999.
For the fiscal year ended May 31, 2001, you have agreed to waive 20% of
the cash bonus otherwise payable to you under the Sherwood Group, Inc. 1996 CEO
Bonus Plan.
Truly yours,
National Discount Brokers Group, Inc.
By: ______________________
James H. Lynch, Jr.
Chairman of the Board
Agreed:
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Arthur Kontos
