<PAGE>
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
HOENIG GROUP INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 13-3625520
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
ROYAL EXECUTIVE PARK
4 INTERNATIONAL DRIVE
RYE BROOK, NEW YORK 10573
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
HOENIG GROUP INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
KATHRYN L. HOENIG, ESQ.
SECRETARY
HOENIG GROUP INC.
ROYAL EXECUTIVE PARK
4 INTERNATIONAL DRIVE
RYE BROOK, NEW YORK 10573
(Name and address of agent for service)
(914) 935-9000
(Telephone number, including area code, of agent for service)
Copy to:
MALCOLM P. WATTMAN, ESQ.
CADWALADER, WICKERSHAM & TAFT
100 MAIDEN LANE
NEW YORK, NEW YORK 10038
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
TITLE OF SECURITIES AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE(2) PRICE(1)(2) FEE(1)(2)
===================================================================================================================================
<S> <C> <C> <C> <C> <C>
Common Stock, $.01 par value................ 500,000 shares $4.625 $2,312,500 $797
===================================================================================================================================
<FN>
(1) Represents shares authorized for issuance under the Hoenig Group Inc. 1996 Employee Stock Purchase Plan. Pursuant to
Rule 416, this Registration Statement also covers such additional securities as may become issuable under the Hoenig
Group Inc. 1996 Employee Stock Purchase Plan through operation of anti-dilution provisions.
(2) Estimated solely for purposes of calculating the registration fee, in accordance with Rules 457(c) and 457(h) using the
average of the high and low prices of the Registrant's Common Stock as quoted on the Nasdaq National Market on
December 5, 1996.
</FN>
===================================================================================================================================
</TABLE>
<PAGE>
HOENIG GROUP INC.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
FORM S-3 ITEM NUMBER AND HEADING PROSPECTUS CAPTION OR LOCATION
-------------------------------- ------------------------------
<S> <C>
1.Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus......................................Outside Front Cover Page of Prospectus
2.Inside Front and Outside Back Cover Pages of Prospectus.............Inside Front Cover Page of Prospectus
3.Summary Information, Risk Factors and Ratio of Earnings
to Fixed Charges...................................................The Company
4.Use of Proceeds.....................................................Not Applicable
5.Determination of Offering Price.....................................Not Applicable
6.Dilution............................................................Not Applicable
7.Selling Security Holders............................................Selling Stockholders
8.Plan of Distribution................................................Outside Front Cover Page of Prospectus;
Selling Stockholders
9.Description of Securities to be Registered..........................Not Applicable
10.Interests of Named Experts and Counsel.............................Not Applicable
11.Material Changes...................................................Not Applicable
12.Incorporation of Certain Information by Reference..................Incorporation of Certain Documents by
Reference
13.Disclosure of Commission Position on Indemnification for
Securities Act Liabilities.........................................Indemnification
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed in order to register 500,000
shares of the Registrant's common stock, par value $.01 per share ("Common
Stock"), issuable under the Hoenig Group Inc. 1996 Employee Stock Purchase Plan
(the "1996 Plan"). The shares of Common Stock being registered pursuant to this
Registration Statement are referred to herein as the "Shares." This
Registration Statement covers the original issuance of the Shares described in
this paragraph as well as the reoffer and resale of such Shares to the extent
owned by certain corporate officers or directors of the Registrant
(collectively, the "Selling Stockholders") described under the caption "Selling
Stockholders" in the prospectus meeting the requirements of Part I of Form S-3
contained in this Registration Statement and described below.
A prospectus meeting the requirements of Part I of Form S-8 and containing
the statement required by Item 2 of Form S-8 has been prepared. Such prospectus
is not included in this Registration Statement but will be delivered to all
participants in the 1996 Plan pursuant to Rule 428(b)(1) under the Securities
Act of 1933, as amended.
A prospectus meeting the requirements of Part I of Form S-3 which covers the
reoffer and resale by the Selling Stockholders named therein of the Shares
acquired, or to be acquired, by them under the 1996 Plan is contained in this
Registration Statement.
<PAGE>
PROSPECTUS
, 1996
HOENIG GROUP INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
500,000 SHARES OF COMMON STOCK
This Prospectus relates to 500,000 shares (the "Shares") of common stock,
$.01 par value (the "Common Stock"), of Hoenig Group Inc., a Delaware
corporation (together with its subsidiaries, the "Company"), which may be
offered from time to time by the persons named in this Prospectus under
"Selling Stockholders" (the "Selling Stockholders") in connection with the
Company's 1996 Employee Stock Purchase Plan (the "1996 Plan").
The Shares will be sold, or otherwise disposed of, for the account of the
Selling Stockholders and the Company will not receive any proceeds from such
transactions.
The Selling Stockholders may offer the Shares for sale at the prices
prevailing on the principal markets on which the Shares are then traded on the
date of sale or may sell, or otherwise dispose of, the Shares in privately
negotiated transactions or donate the Shares to charitable institutions or
other persons, which in turn may offer the Shares for sale at prices prevailing
on the principal markets on which the Shares are traded, or sell, or otherwise
dispose of the Shares in privately negotiated transactions or through
donations. The Selling Shareholders also may pledge the Shares as collateral to
secure borrowings and the pledgees may in the event of foreclosure, offer the
Shares for sale at prices prevailing on the principal markets on which the
Shares are traded, or sell, or otherwise dispose of, the Shares in privately
negotiated transactions. Any of the foregoing transactions may involve the
disposition of Shares directly to acquirers (which may include market makers
and other dealers) or through a broker or brokers at prices that cannot be
presently determined. All costs, expenses and fees incurred in connection with
the registration of the Shares are being borne by the Company, but all selling
and other expenses incurred by the Selling Stockholders will be borne by such
Selling Stockholders.
The Selling Stockholders, and the brokers or dealers through whom sales of
the Shares are made, may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act").
In addition, any profits realized by the Selling Stockholders, or such brokers
or dealers, on the sale of the Shares may be deemed to be underwriting
commissions.
The Common Stock is traded on the Nasdaq National Market under the symbol
"HOEN." On December 5, 1996, the last reported sale price of the Common Stock
on the Nasdaq National Market was $4.625. Prospective acquirers of Shares are
urged to obtain a current price quotation.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This prospectus does not constitute an offer to sell or a solicitation of an
offer to buy the Shares offered hereby in any jurisdiction in which such offer
or solicitation may be unlawful. No person has been authorized to give any
information or to make any representations 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. Except as otherwise
indicated, neither the 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 that the
information contained herein is correct as of any time subsequent to its date.
<PAGE>
TABLE OF CONTENTS
PAGE
Available Information................................................2
Incorporation of Certain Documents by Reference......................2
The Company..........................................................4
Selling Stockholders.................................................4
Experts..............................................................4
Legal Matters........................................................4
Indemnification......................................................4
-----------------
AVAILABLE INFORMATION
The Company is subject to the information 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 and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at
the Commission's regional offices at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Registration Statement can also be reviewed through
the Commission's Electronic Data Gathering, Analysis, and Retrieval System
which is publicly available through the Commission's Web site
(http://www.sec.gov).
The Company has filed with the Commission under the Securities Act a
registration statement on Form S-8 with respect to the Shares offered hereby.
This Prospectus, which constitutes part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules thereto. For further information, reference is made to
the Registration Statement and the exhibits and schedules filed therewith,
which are available for inspection without charge at the principal office of
the Commission in Washington, D.C. Copies of the material containing this
information may be obtained from the Commission upon payment of the prescribed
fee.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K filed pursuant to Section 13 of
the Exchange Act for the fiscal year ended December 31, 1995 (the "1995 10-K").
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
1995 10-K.
(c) The description of the Common Stock contained in the Company's
registration statements filed pursuant to Section 12 of the Exchange Act,
together with all amendments and reports filed with the Commission for the
purposes of updating or otherwise amending that description.
2
<PAGE>
(d) All documents filed by the Company after the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference into this Prospectus will be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or any other subsequently filed document which
also is, or is deemed to be, incorporated by reference into this Prospectus
modifies or supersedes that statement.
The Company will provide, without charge, to each person (including any
beneficial owner) to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all documents incorporated by
reference into the Registration Statement, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
such documents). Requests for such copies should be directed to:
Hoenig Group Inc.
Royal Executive Park
4 International Drive
Rye Brook, New York 10573
Attention: Stockholder Relations
Telephone: (914) 935-9000
Additional updating information with respect to the matters discussed in
this Prospectus may be provided in the future by means of appendices or
supplements to this Prospectus or other documents.
3
<PAGE>
THE COMPANY
The principal executive offices of the Company are located at Royal
Executive Park, 4 International Drive, Rye Brook, New York 10573 (Tel.
(914) 935-9000).
Additional information regarding the Company is contained in the documents
listed above under the caption "Incorporation of Certain Documents by
Reference."
SELLING STOCKHOLDERS
This Prospectus may be used by certain corporate officers and directors of
the Company for the resale to the public of Shares to be issued under the 1996
Plan. The Shares to be issued under the 1996 Plan will have been registered
under the Securities Act pursuant to the Registration Statement of which this
Prospectus is a part. Certain of such officers and directors may be deemed to
be in a control relationship with the Company within the meaning of the
Securities Act and the rules and regulations of the Commission thereunder and
such Shares may be deemed to be "control securities" within the meaning of the
General Instructions to Form S-8. The control securities referred to in this
paragraph may also be resold pursuant to Rule 144 under the Securities Act or
in other transactions exempt from registration.
The persons who may resell Shares are referred to in this Prospectus
collectively as "Selling Stockholders." The names of the Selling Stockholders,
their relationships to the Company, and the number of shares of Common Stock
that they beneficially own and the amount of Shares owned by each such person
which are available for resale pursuant to this Prospectus will be set forth in
a supplement to this Prospectus at the time of sale. Neither the statements
contained in this Prospectus or the Registration Statement nor the delivery of
this Prospectus in connection with a sale, or other disposition, by any Selling
Stockholder shall be deemed an admission by the Company or any Selling
Stockholder that any Selling Stockholder is in a control relationship with the
Company.
The Company does not know whether any of the Selling Stockholders will use
this Prospectus in connection with the offer or sale of any Shares, or, if this
Prospectus is so used, how many Shares will be offered or sold.
EXPERTS
The consolidated financial statements of the Company appearing in the 1995
10-K have been examined by Deloitte & Touche LLP and Richard A. Eisner &
Company, LLP as set forth in their report included therein and incorporated
herein by reference. The financial statements of Hoenig & Company Limited
appearing in the 1995 10-K have been examined by Deloitte & Touche, chartered
accountants, as set forth in their report included therein and incorporated
herein by reference. Such financial statements are incorporated herein in
reliance upon the reports of such accountants pertaining to such financial
statements and upon the authority of such firms as experts in auditing and
accounting. Audited financial statements to be included in subsequently filed
documents will be incorporated herein in reliance upon the reports pertaining
to such financial statements of such independent accountants as are the
Company's and Hoenig & Company Limited's auditors from time to time (to the
extent covered by consents filed with the Commission) and upon the authority of
such accountants as experts in auditing and accounting.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Cadwalader, Wickersham & Taft, 100 Maiden Lane, New York, New York
10038.
INDEMNIFICATION
Section 145 of the General Corporation Law of Delaware, under which the
Company is organized, permits, and the By-laws of the Company require, the
Company to indemnify an officer or director of the Company, or of any
wholly-owned subsidiary of the Company, or of any other entity or enterprise
that the Board of the Company
4
<PAGE>
may designate by resolution, who was or is a party or is threatened to be made
a party to any "proceeding" (including a lawsuit) because of his or her
position, if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company. Section
145 permits, and the By-laws require, the Company to advance expenses incurred
in defending such a proceeding under certain circumstances. If the officer or
director is successful on the merits or otherwise, the Company is required to
indemnify him or her against all expenses, including attorneys' fees, actually
or reasonably incurred by him or her in connection with such proceeding. In
accordance with the General Corporation Law of Delaware, the Company's
Certificate of Incorporation limits a director's exposure to personal monetary
liability for breach of his fiduciary duty as a director to the fullest extent
permitted by the General Corporation Law of Delaware.
The Company also maintains directors and officers' liability insurance
which, with certain exceptions, insures such directors and officers against
liabilities which they may incur in their respective capacities as such.
5
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Hoenig Group Inc. (the
"Registrant") with the Commission are hereby incorporated by reference into
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K filed pursuant to Section 13
of the Exchange Act for the fiscal year ended December 31, 1995;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's Annual Report referred to in (a) above;
(c) The description of the Common Stock contained in the Registrant's
Registration Statements under Section 12 of the Exchange Act, together with all
amendments and reports filed with the Commission for the purposes of updating
that description; and
(d) All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference into this Registration Statement will be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or any other
subsequently filed document which also is or is deemed to be incorporated by
reference into this Registration Statement modifies or supersedes that
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, under which the
Registrant is organized, permits, and the By-laws of the Registrant require,
the Registrant to indemnify an officer or director of the Registrant, or of any
wholly-owned subsidiary of the Registrant, or any other entity or enterprise
that the board of directors of the Registrant may designate by resolution, who
was or is a party or is threatened to be made a party to any "proceeding"
(including a lawsuit) because of his or her position, if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Registrant. Section 145 permits and the
By-laws require, the Registrant to advance expenses incurred in defending such
a proceeding under certain circumstances. If the officer or director is
successful on the merits or otherwise, the Registrant is required to indemnify
him or her against all expenses, including attorneys' fees, actually or
reasonably incurred by him or her in connection with such proceeding. In
accordance with the General Corporation Law of Delaware, the Registrant's
Certificate of Incorporation limits a director's exposure to personal monetary
liability for breach of his or her fiduciary duty as a director to the fullest
extent permitted by the Delaware General Corporation Law.
II-1
<PAGE>
The Company also maintains directors and officers' liability insurance
which, with certain exceptions, insures such directors and officers against
liabilities which they may incur in their respective capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NO. IDENTIFICATION
4.1 Certificate of Incorporation of the Registrant (Incorporated
herein by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1991.)
4.2 Amended and Restated By-laws of the Registrant (Incorporated
herein by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1991).
5.1 Opinion of Cadwalader, Wickersham & Taft.
10.7 The Hoenig Group Inc. 1996 Employee Stock Purchase Plan
23.1 Consent of Cadwalader, Wickersham & Taft (included in its
opinion filed as Exhibit 5.1 to this Registration Statement.)
23.2 Consent of Deloitte & Touche LLP
23.3 Richard A. Eisner & Company, LLP
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a) (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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the 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 by the
II-2
<PAGE>
Registrant pursuant to Section 13 or 15(d) of the 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 the 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.
(b) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to any provision or arrangement whereby the Registrant
may indemnify a director, officer or controlling person of the Registrant
against liabilities arising under the Act, or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant 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
Registrant 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 whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
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 Rye Brook, State of New York, on
December 5, 1996.
HOENIG GROUP INC.
By:
-------------------------
Fredric P. Sapirstein
Title: Chief Executive Officer and President
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Fredric P. Sapirstein and Alan B. Herzog and
each of them, his true and lawful attorneys-in-fact and agents, each with full
power and substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents 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, this
registration statement has been signed by the following persons in the
capacities indicated on December 5, 1996.
SIGNATURE TITLE
- ----------------------- Chief Executive Officer, President, Chairman of
FREDRIC P. SAPIRSTEIN the Board and Director
- ----------------------- Executive Vice President, Director
MAX H. LEVINE
- ----------------------- Chief Operating Officer and Director
ALAN B. HERZOG
- ----------------------- Director
ROBERT F. DONAHUE
- ----------------------- Director
NIGEL JOHNSON-HILL
- ----------------------- General Counsel, Secretary and Director
KATHRYN L. HOENIG
- ----------------------- Director
NICHOLAS E.E. DESTEFANO
- ----------------------- Director
MARTIN F.C. EMMETT
- ----------------------- Director
ROBERT SPIEGEL
- ----------------------- Chief Financial Officer and Principal
LOUIS T. LYNN Financial/Accounting Officer
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. IDENTIFICATION PAGE
- -------- -------------- ----
<S> <C> <C>
4.1 Certificate of Incorporation of the Registrant (Incorporated herein by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991)........
4.2 Amended and Restated By-laws of the Registrant (Incorporated herein by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991)........
5.1 Opinion of Cadwalader, Wickersham & Taft....................................................
10.7 The Hoenig Group Inc. 1996 Employee Stock Purchase Plan.....................................
23.1 Consent of Cadwalader, Wickersham & Taft (included in its opinion filed as Exhibit 5.1 to
this Registration Statement)................................................................
23.2 Consent of Deloitte & Touche LLP............................................................
23.3 Richard A. Eisner & Company, LLP............................................................
</TABLE>
II-6
<PAGE>
EXHIBIT 5.1
[CADWALADER, WICKERSHAM & TAFT LETTERHEAD]
November 22, 1996
Hoenig Group Inc.
Royal Executive Park
4 International Drive
Rye Brook, New York 10573
Re: Hoenig Group Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Hoenig Group Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of the Company's Registration
Statement on Form S-8 (the "Registration Statement"), relating to, among other
things, the offer and sale of up to an aggregate of 500,000 shares (the
"Shares") of its Common Stock, par value $.01 per share, issuable pursuant to
the Company's 1996 Employee Stock Purchase Plan (the "1996 Plan"). The 1996
Plan has been filed as an exhibit to the Registration Statement.
In rendering the opinions set forth below, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate. Based upon the foregoing and upon such examination of law as we
have deemed necessary, we are of the opinion that (1) the Shares have been duly
authorized under the Company's Certificate of Incorporation and (2) when issued
and paid for as described in the Registration Statement, the Shares will be
validly issued, fully paid and nonassessable.
The opinions expressed herein are limited to the General Corporation Law of
the State of Delaware.
We hereby consent to the reference to this firm under the caption "Legal
Matters" in the resale prospectus contained in the Registration Statement and
to the filing of this opinion as an exhibit to the Registration Statement. In
giving this consent, we do not thereby concede that we are within the category
of persons whose consent is required under the Securities Act of 1933, as
amended, or the Rules and Regulations of the Commission thereunder.
Yours very truly,
<PAGE>
EXHIBIT 10.7
HOENIG GROUP INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
HOENIG GROUP INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE
The purpose of the 1996 Employee Stock Purchase Plan is to provide
eligible employees of Hoenig Group Inc. and its Subsidiaries a
convenient opportunity to purchase Company stock, without the payment
of commissions or fees.
It is the intention of the Company to have the Plan qualify as an
"Employee Stock Purchase Plan" under Section 423 of the Code, and the
Plan shall be construed in accordance with such purpose.
2. DEFINITIONS
The following terms, when used in the Plan, shall have the following
meanings:
(a) "Base Compensation" -- means the total compensation received
by an Employee during an Offering period, calculated in a
manner prescribed by the Committee from time to time, but
excluding any bonus, incentive or other similar extraordinary
remuneration received.
(b) "Board" -- means the Board of Directors of Hoenig Group Inc.
(c) "Code" -- means the Internal Revenue Code of 1986, as amended.
(d) "Commencement Date" -- means the date upon which an Offering
shall commence, as determined pursuant to the Plan and
specified in each Offering. In the event that the
Commencement Date is a Saturday, Sunday or legal holiday, it
shall be deemed to occur on the first business day
immediately thereafter.
(e) "Committee" -- means the Compensation and Stock Option
Committee of the Board.
(f) "Company" -- means Hoenig Group Inc. and its Subsidiaries.
(g) "Employee" -- means any person who is regularly and actually
employed by the Company or any Subsidiary of the Company
whose customary employment is: (i) 20 hours per week or more;
or (ii) at least 5 months in a calendar year.
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(h) "Exchange Act" -- means the Securities Exchange Act of 1934,
as amended.
(i) "Expiration Date" -- means the last day of any Offering
period, as determined pursuant to the Plan and as specified
in each Offering. The Expiration Date shall be the last day
on which amounts may be withdrawn from employee Accounts (as
defined in Section 7); if not withdrawn on or prior to the
Expiration Date, all such amounts shall be applied to the
purchase of Stock pursuant to the terms of the Offering. In
the event that the Expiration Date is a Saturday, Sunday or
legal holiday, it shall be deemed to occur on the first
business day immediately prior thereto.
(j) "Fair Market Value" -- means the value of a share of Stock on
a given date determined as an average of the high and low
prices of the Stock on the NASDAQ NMS Exchange on such date,
or if no sales of the Stock were made on said Exchange on
that date, the average of the high and low prices of the
Stock on the next preceding day on which sales were made on
said Exchange.
(k) "Hoenig" -- means Hoenig Group Inc., a Delaware corporation.
(l) "Offering" -- means any offering made in accordance with the
terms and conditions of the Plan permitting Participants to
purchase Stock under the Plan.
(m) "Participating Employee" -- means an Employee of the
Company who elects to participate in the
Plan.
(n) "Plan" -- means this Hoenig Group Inc. 1996 Employee Stock
Purchase Plan.
(o) "Stock" -- means the common stock of the Company.
(p) "Subsidiary" -- means any corporation organized under the
laws of any of the United States, a majority of the voting
stock of which is owned by the Company or a Subsidiary of the
Company or is otherwise designated as a Subsidiary by the
Committee.
3. ADMINISTRATION
The Plan shall be administered by the Committee, which shall be
composed of "disinterested persons" as such term is defined under Rule
16b-3 of the Exchange Act, and whose actions and determinations on
matters related to the Plan shall be conclusive. Subject to the
express provisions of the Plan, the powers of the Committee shall
include having the authority, in its discretion, to:
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(a) Define, prescribe, amend and rescind rules, regulations,
procedures, terms and conditions relating to the Plan,
including, without limitation, the establishment of
procedures that may be necessary to ensure compliance with
Rule 16b-3 of the Exchange Act;
(b) Appoint such agents as it shall deem appropriate for the
proper administration of the Plan;
(c) Establish the Commencement and Expiration Date of any
Offering and the duration of such
Offering period; and
(d) Make any other determinations necessary or advisable for
administering the Plan, including, but not limited to,
interpreting the Plan, correcting defects, reconciling
inconsistencies and resolving ambiguities.
4. STOCK SUBJECT TO THE PLAN
(a) The maximum number of shares of Stock which may be sold
under the Plan shall not exceed 500,000 shares.
(b) If the number of shares of Stock that Participating Employees
become entitled to purchase is greater than the shares of
Stock offered or remaining available in a particular
Offering, the available shares of Stock shall be allocated by
the Committee among such Participating Employees in such
manner as it deems fair and equitable.
(c) In the event of a recapitalization, merger, consolidation,
stock dividend or split, combination or exchange of shares or
any other change in corporate structure or capitalization
affecting the Stock, the Committee may make such equitable
adjustments in the Plan and the then outstanding Offerings as
it deems necessary and appropriate including, but not limited
to, changing the number of shares of Stock reserved under the
Plan, and the price of the current Offering.
5. ELIGIBILITY
(a) All Employees of the Company will be eligible to participate
in the Plan in accordance with such rules as may be
prescribed by the Committee from time to time; provided,
however, that such rules shall neither permit nor deny
participation in the Plan contrary to the requirements of the
Code (including, but not limited to, Section 423(b)(3), (4)
and (8) thereof) and regulations promulgated thereunder.
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(b) No Employee may be granted the right to purchase Stock under
the Plan if such Employee, immediately after the right is
granted, owns 1% or more of the total combined voting power
or value of the Stock of the Company or any of its
Subsidiaries. For purposes of the preceding sentence, the
rules of Section 425(d) of the Code shall apply in
determining the Stock ownership of an Employee, and Stock
which the Employee may have the right to purchase (including
outstanding options on Company Stock owned by the Employee)
shall be treated as Stock owned by the Employee.
6. OFFERING, PARTICIPATION
(a) Unless otherwise specified by the Committee, there shall be
two Offerings under the Plan during each calendar year. The
respective Commencement Dates and Expiration Dates of each
Offering shall be (i) January 1 and June 29 and (ii) July 1
and December 30, unless otherwise specified by the Committee
prior to the Commencement Date of any Offering. With respect
to the 1996 calendar year, there shall be one Offering
commencing on July 1 and expiring on December 30.
(b) An Employee may elect to participate in such Offering at
such time or times as determined by the Committee by:
(i) authorizing a payroll deduction for such purpose;
(ii) tendering a check made payable to the Company in an
amount sufficient to purchase at least the minimum
number of shares required pursuant to Section 8; or
(iii) a combination of subsections (i) and (ii) above, in
an amount sufficient to purchase at least the
minimum number of shares required pursuant to
Section 8.
(c) The Committee may at any time suspend an Offering if required
by law or by the best interests of the Company as determined
by the Committee in its sole discretion. The Company's
obligation to sell and deliver Stock under the Plan is
subject to the approval of any governmental or regulatory
authority required in connection with the authorization,
issuance or sale of such Stock.
7. EMPLOYEE CONTRIBUTIONS
(a) The Company will maintain an account for each Participating
Employee (the "Account") to hold contributions designated for
the purchase of
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Stock. Interest shall be credited to such Account at such
rate as the Committee may from time to time determine.
(b) Subject to the rules, procedures and forms adopted by the
Committee, a Participating Employee may, at any time up to
one day prior to the Expiration Date of an Offering,
increase, decrease or suspend his or her payroll deduction,
or may withdraw the balance of his or her Account and thereby
withdraw from participation in the Offering.
(c) Any balance remaining in any Participating Employee's
Account at the end of an Offering period will be repaid to
such employee.
(d) In the event of a Participating Employee's retirement, death
or termination of employment, his or her participation in any
Offering under the Plan shall cease, no further amounts shall
be deducted pursuant to the Plan and the balance in the
Participating Employee's Account shall be paid to the
Employee, or in the event of the Employee's death, to the
Employee's beneficiary.
8. PURCHASE, LIMITATION
(a) Subject to the provisions of Section 8(d) below, each
Participating Employee will be granted the right to purchase,
upon the Commencement Date of an Offering, as many full
shares of Stock as the amount in such Employee's Account
(determined on the Expiration Date) can purchase (the minimum
number of shares which may be purchased is 100).
(b) The Account of each Participating Employee shall be totaled
as of the Expiration Date. Subject to the provisions of
Section 7(b) above, if the Account contains sufficient
funds to purchase 100 or more shares of Stock as of that
date, the Participating Employee shall be deemed to have
purchased as many full shares of Stock as possible at the
price determined under Section 8(c) below. The
Participating Employee's account will be charged, on that
date, for the amount of the purchase, at which time, the
Employee shall be deemed to have acquired the shares of
Stock. As soon as practicable after such date, the
Participating Employee shall receive a stock certificate
representing the amount of full shares acquired (the value
of any partial share to be returned to such Employee by
check).
(c) On or before the Commencement Date of each Offering, the
Committee shall determine the purchase price of the shares of
Stock to be sold under the Offering or the formula for
determining such price; provided, however, that no such price
may be less than the lesser of:
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(i) an amount equal to 85 percent of the Fair
Market Value of the Stock on the
Commencement Date of the Offering; or
(ii) an amount equal to 85 percent of the Fair Market
Value of the Stock on the Expiration Date.
(d) In any calendar year, the Fair Market Value (determined as of
the Commencement Date of such year) of the shares of Stock a
Participating Employee has the right to purchase under the
Plan may not exceed $25,000 when added to the Fair Market
Value of all other shares which such Employee may have the
right to purchase under this or other plans that qualify as
employee stock purchase plans of the Company under Section
423 of the Code.
(e) The Participating Employee shall have none of the rights or
privileges of a stockholder of the Company with respect to
shares of Stock purchased under the Plan (including without
limitation rights to vote and receive dividends) until the
date on which the shares of Stock are deemed to be acquired
pursuant to Section 8(b) above.
(f) (i) Notwithstanding anything in the Plan to the contrary, in
the event of a "change-in-control" of the Company (as defined
below), if the Committee determines that such
change-in-control could prevent Participating Employees from
obtaining the benefits provided under the Plan, the Plan may
be terminated in any manner deemed by the Committee to
provide equitable treatment to the Participating Employees.
(ii) For purposes of this Plan, a "change-in-control" of
the Company shall have occurred:
(A) on the date of the acquisition by any
"person" (within the meaning of Sections
13(d)(3) or 14(d)(2) of the Exchange Act),
excluding the Company or any of its
Subsidiaries, of beneficial ownership
(within the meaning of Rule 13d-3 under the
Exchange Act) of 50% or more of either the
then outstanding shares of Stock, or the
then outstanding voting securities entitled
to vote generally in the election of
directors;
(B) on the date the individuals who constitute
the Board as of the effective date of this
Plan ("Incumbent Board") cease for any
reason to constitute at least a majority of
the Board, provided that any person becoming
a director subsequent to the date of this
Plan whose election, or nomination for
election by the Company's stockholders, was
approved by a
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vote of at least a majority of the directors
then comprising the Incumbent Board shall
be, for purposes of this Plan, considered as
though such person were a member of the
Incumbent Board; or
(C) on the date of the occurrence of a
transaction for the acquisition of the
Company, through the purchase of assets,
merger, or otherwise, by a person (as
defined in Section (f)(ii)(A) of this
Section 8), other than the Company or any of
its Subsidiaries, that required stockholder
approval.
Notwithstanding the foregoing, for the purposes of
subsection (A) only, the definition of "person"
shall not include any beneficial holder of more than
5% of the Stock as of December 31, 1995, or any
person, trust or entity which is a successor by will
or by the laws of descent and distribution to any
such holder or any combination of such holders or
group of such holders (including, without
limitation, any such person or persons acting as a
partnership, limited partnership, syndicate or other
group whether formally organized or not).
9. SHARE RESTRICTIONS
Certificates of Stock purchased under the Plan may be registered only
in the name of the Participating Employee, or, if such Employee so
indicates on an appropriate form provided by the Company, in his or
her name jointly with a member of his or her family, with right of
survivorship. A Participating Employee who is a resident of a
jurisdiction which does not recognize such a joint tenancy may have
such certificates registered in the Employee's name as tenant in
common with a member of the Employee's family, without right of
survivorship. Shares of Stock acquired by the Participating Employee
under the Plan may not be transferred or assigned for a period of one
year from the date upon which such shares are acquired otherwise than
by will or the laws of descent and distribution, or unless otherwise
specified by the Committee.
10. EFFECTIVE DATE OF THE PLAN
The Plan shall become effective upon its approval by the affirmative
vote of the holders of a majority of the outstanding shares of Stock
present, or represented and entitled to vote, at the 1996 Annual
Meeting of Stockholders of the Company.
11. AMENDMENT AND TERMINATION
Subject to the provisions of Section 4(b) above, the Plan shall
terminate coincident with the completion of any Offering under which
the limitation on the
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total number of shares in Section 4(a) above has been reached. The
Board may at any time terminate the Plan, or make such amendment of
the Plan as it may deem advisable.
12. GENERAL PROVISIONS
(a) Neither the adoption of the Plan nor any aspect of its
operation or administration, including any document
delivered pursuant to or describing the Plan, shall limit
or restrict in any way the right of the Company to
terminate the employment of any Employee at any time with
or without cause or assigning a reason therefor, or shall
be construed to impose upon the Company any liability not
expressly and specifically assumed under the Plan.
(b) By electing to participate in the Plan, each
Participating Employee and each person claiming under or
through any Participating Employee, shall be conclusively
deemed to have indicated his acceptance and ratification
of, and consent to, the terms of the Plan and any action
or decision taken or made or to be taken or made under
the Plan by the Company or its representatives.
(c) The place of administration of the Plan shall be
conclusively deemed to be within the State of New York.
Except to the extent preempted by federal law, the
validity, construction, interpretation and administration
of the Plan, and of any determinations or decisions made
thereunder, and the rights of any and all persons having
or claiming to have any interest therein or thereunder,
shall be governed by, and determined exclusively and
solely in accordance with, the laws of the State of New
York.
(d) The right to purchase stock under the Plan is not
transferable by a Participating Employee other than by
will or the laws of descent and distribution.
<PAGE>
EXHIBIT 23.2
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration Statement of
Hoenig Group Inc. on Form S-8 of our report dated March 20, 1996, appearing in
the Annual Report on Form 10-K of Hoenig Group Inc. for the year ended December
31, 1995 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
Deloitte & Touche, LLP
September 27, 1996
<PAGE>
EXHIBIT 23.3
[RICHARD A. EISNER & COMPANY, LLP LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration
statement on Form S-8 of Hoenig Group Inc. to which this consent is an exhibit,
and the prospectus forming a part of such registration statement, of our report
dated March 14, 1994, relating to the consolidated statements of income,
changes in stockholder's equity and cash flows of Hoenig Group Inc. and
subsidiaries for the year ended December 31, 1993, which report is included in
the Annual Report on Form 10-K of Hoenig Group Inc. for the year ended December
31, 1995. We further consent to the reference to our firm under the heading
"Experts" in the prospectus.
Richard A. Eisner & Company, LLP
October 1, 1996
