SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 16, 1996
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Hoenig Group Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 0-19619 13-3625520
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Royal Executive Park, 4 International Drive, Rye Brook, New York 10573
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 935-9000
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(Former name or former address, if changed since last report.)
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Item 5
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At the Company's 1996 Annual Meeting of Stockholders held on May
16, 1996, a majority of the stockholders entitled to vote at the meeting voted
to approve the First Amendment to the Company's 1994 Stock Option Plan, a copy
of which is annexed hereto as an Exhibit.
Item 7c.
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Exhibit 10.2(a) First Amendment to the 1994 Stock Option Plan.
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SIGNATURE
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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.
Date: July 17, 1996 Hoenig Group Inc.
By: ___________________________
Joseph A. D'Andrea
Chief Executive Officer
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SIGNATURE
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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.
Date: July 17, 1996 Hoenig Group Inc.
By: /s/ J.A. D'Andrea
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Joseph A. D'Andrea
Chief Executive Officer
EXHIBIT 10.2(A)
FIRST AMENDMENT TO
HOENIG GROUP INC. 1994
STOCK OPTION PLAN
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FIRST AMENDMENT TO
HOENIG GROUP INC.
1994 STOCK OPTION PLAN
The 1994 Stock Option Plan of Hoenig Group Inc. (the "Plan") is
amended as follows, effective as of May 16, 1996:
1. Amendment to Section 1. Section 1 of the Plan is amended by
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deleting the definition of "Committee" located therein and replacing it with
the following:
"Committee" means the Compensation and Stock Option Committee of the
Board of Directors or other committee established by the Board of
Directors from time to time to administer this Plan.
2. Amendment to Section 8. Subsection 8(a) of the Plan is
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deleted in its entirety and replaced with the following:
(a) Director Options. In order to compensate the directors
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of the Company for their service as such directors, each
person serving as a director of the Company and who is not
otherwise employed (as of the date of such director's
appointment) by the Company or any of its subsidiaries
shall be automatically granted, as of the date of such
director's appointment (or if such director was appointed
prior to the adoption of the First Amendment to the Plan,
the date of the adoption of the First Amendment to the
Plan), a Non-Qualified Stock Option (a "Director Option")
to purchase 10,000 Shares at an exercise price per Share
equal to the Fair Market Value of the Shares as of such
date. Each Director Option granted pursuant to this Section
8 shall have a term of five years from its grant and
shall become exercisable in accordance with the following
vesting schedule. On and after the anniversary set forth
below of the date of grant of the Director Option, such
director shall be entitled to exercise his or her Director
Option for such number of Shares underlying such Director
Option as is set forth opposite such anniversary:
Anniversary of Number of
Date of Grant Underlying Shares
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First 4,000
Second 3,000
Third 3,000
3. Amendment to Section 10. Subsection 10(b) is amended by
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inserting the following at the end thereof:
Notwithstanding the foregoing, for the purposes of subsection (i)
only, the definition of "person" shall not include any beneficial
holder of more than 5% of the Common 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).
