<PAGE>
As filed with the Securities and Exchange Commission on August 29, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
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)
DELAWARE 13-3625520
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
_____________
ROYAL EXECUTIVE PARK
4 INTERNATIONAL DRIVE
RYE BROOK, NEW YORK 10573
(Address, including zip code, of principal executive offices)
______________
HOENIG GROUP INC.
1996 LONG-TERM STOCK INCENTIVE PLAN
1994 STOCK OPTION PLAN
1991 STOCK OPTION PLAN
(Full titles of the Plans)
_____________
KATHRYN L. HOENIG, ESQUIRE
SECRETARY
HOENIG GROUP INC.
ROYAL EXECUTIVE PARK
4 INTERNATIONAL DRIVE
RYE BROOK, NEW YORK 10573
(914) 935-9000
(Name, address, and telephone number, including area code, of agent for service)
_____________
Copies to:
GEORGE G. YEARSICH, ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP
1800 M STREET, N.W.
WASHINGTON, D.C. 20036
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED (1)(2) PRICE PER SHARE PRICE REGISTERATION FEE (2)(3)
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share (4) 2,988,000 shares $5.09 $15,208,920.00 $1,542.42
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</TABLE>
(1) Pursuant to Rule 416(a), the number of shares of Common Stock being
registered shall be adjusted to include any additional shares which may
become issuable as a result of stock splits, stock dividends, or similar
transactions in accordance with the anti-dilution provisions of the 1996
Long-Term Stock Incentive Plan, the 1994 Stock Option Plan and the 1991
Stock Option Plan.
(2) Pursuant to Rule 429(b), this Registration Statement includes 1,988,000
shares of Common Stock previously registered on Form S-8 Registration
Statement No. 33-84630, filed on September 30, 1994. In connection with
the 1,988,000 previously registered shares of Common Stock that are being
carried forward onto this Registration Statement, the Registrant paid a
fee of $3,084.83. In connection with this Registration Statement, the
Registrant is paying a fee based solely on the additional 1,000,000 shares
of Common Stock being registered herein.
(3) Calculated pursuant to Rules 457(c) and (h), based upon the average of the
reported high and low sales prices for the Common Stock as reported on the
Nasdaq National Market for August 22, 1997.
(4) On January 14, 1997, Hoenig Group Inc. entered into a Rights Agreement with
Continental Stock Transfer & Trust Company (the "Rights Agreement") and
declared a dividend distribution of one right for each outstanding share of
Common Stock to stockholders of record on January 31, 1997 (the "Record
Date"). The rights attached to all shares of Common Stock outstanding on
the Record Date and thereafter to all shares of Common Stock issued.
Certificates for shares of Common Stock contain a notation incorporating
the Rights Agreement. The 2,877,833 shares of Common Stock registered
herein to be issued pursuant to the 1996 Long-Term Stock Incentive Plan,
the 1994 Stock Option Plan and the 1991 Stock Option Plan include such
rights, as do the 2,988,000 shares of Common Stock registered for resale
by the selling stockholders named herein. Such rights are not separately
transferable apart from the Common Stock, nor are they exercisable until
the occurrence of certain events. Value attributable to such rights, if
any, is reflected in the market price of the Common Stock, and such rights
are issued for no additional consideration. Accordingly, there is no
offering price for the rights, and no registration fee is required.
<PAGE>
EXPLANATORY NOTES
On September 30, 1994, Hoenig Group Inc., a Delaware corporation (the
"Company"), filed a Registration Statement on Form S-8 (File No. 33-84630)
relating to 1,995,000 shares of common stock, par value $0.01 per share, of
which 1,000,000 shares were registered for offer and sale under the 1994 Stock
Option Plan (the "1994 Plan"), 978,000 shares were registered for offer and
sale under the 1991 Stock Option Plan (the "1991 Plan"), and 17,000 restricted
shares that were acquired under the 1991 Plan prior to the effective date of
that Registration Statement were registered for resale (the "First Registration
Statement"). On May 15, 1997, the Company's stockholders approved the 1996
Long-Term Stock Incentive Plan (the "1996 Plan"). Under the terms of the 1996
Plan, the Company may issue up to 1,000,000 shares of common stock, plus any
additional shares that are or will become available for issuance under the 1994
Plan and the 1991 Plan and are not issued under such plans. After the
stockholders' approval of the 1996 Plan, no additional options may be granted
under the 1994 Plan or the 1991 Plan. Options granted under the 1994 Plan and
1991 Plan that are outstanding will, however, continue to be subject to the
terms of the plan under which such options were granted.
This Registration Statement on Form S-8 is registering (i) 2,877,833
shares of common stock and the associated rights attached to such shares of
common stock (the "Common Stock") for offer and sale by the Company, of which
up to 2,877,833 shares of Common Stock are being registered for offer and sale
under the 1996 Plan, up to 511,834 shares of Common Stock are being registered
for offer and sale under the 1994 Plan, and up to 684,166 shares of Common
Stock are being registered for offer and sale under the 1991 Plan; and
(ii) 2,988,000 shares of Common Stock that were or are to be issued pursuant to
the 1996 Plan, the 1994 Plan and the 1991 Plan (together, the "Plans") for
reoffer and resale by the Selling Stockholders named in Appendix A to the
resale Prospectus which forms a part of this Registration Statement. Included
among the 2,988,000 shares of Common Stock being registered for reoffer and
resale by the Selling Stockholders is an aggregate of 10,000 restricted shares
of Common Stock that were issued under the 1991 Plan before the effective date
of the First Registration Statement.
Prospectuses meeting the requirements of Part I of Form S-8 and
containing the statement required by Item 2 of Form S-8 have been prepared.
Such prospectuses are not included in this Registration Statement but will be
delivered to all participants in the respective Plans pursuant to Rule
428(b)(1) under the Securities Act of 1933, as amended.
A resale Prospectus meeting the requirements of Part I of Form S-3
which covers the reoffer and resale by the Selling Stockholders named in
Appendix A thereto of shares of Common Stock acquired or to be acquired by them
pursuant to the Plans is contained in this Registration Statement. The only
restricted securities (within the meaning of General Instruction C to Form S-8)
which may be reoffered and resold pursuant to such Prospectus are restricted
securities which were acquired by Selling Stockholders prior to the filing of
the First Registration Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
------------------
Item 2. Registrant Information and Employee Plan Annual Information.*
-------------------------------------------------------------
- ----------------------
* Information required by Part I to be contained in 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 Introductory Note to Part I of Form S-8.
I-1
<PAGE>
PROSPECTUS
- ----------
HOENIG GROUP INC.
1996 Long-Term Stock Inventive Plan
1994 Stock Option Plan
1991 Stock Option Plan
2,988,000 SHARES OF COMMON STOCK
par value $0.01 per share
This Prospectus relates to 2,988,000 shares of common stock, $0.01 par
value per share, and the associated rights that are attached to shares of
common stock pursuant to the Rights Agreement dated January 14, 1997 (the
"Common Stock"), of Hoenig Group Inc., a Delaware corporation (the "Company"),
which may be offered and sold from time to time pursuant to this Prospectus
(the "Shares") by the persons named in Appendix A to this Prospectus as
"Selling Stockholders" (the "Selling Stockholders"). The Selling Stockholders
have acquired or will acquire the Shares pursuant to the Company's 1996
Long-Term Stock Incentive Plan (the "1996 Plan"), the 1994 Stock Option Plan
(the "1994 Plan") or the 1991 Stock Option Plan (the "1991 Plan"). The 1996
Plan, the 1994 Plan and the 1991 Plan are sometimes referred to herein,
collectively, as the "Plans."
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 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. The Selling
Stockholders 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.
The Shares may be sold by one or more of the following: (a) a block trade in
which the broker or dealer so engaged will attempt to sell the Shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (c) an
exchange distribution in accordance with the rules of such an exchange; and
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by the
Selling Stockholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from the Selling
Stockholders in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), in connection with such sales.
1
<PAGE>
Upon the Company being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker or dealer for the sale
of Shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to
this Prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such Selling Stockholder and of
the participating broker or dealer, (ii) the number of Shares involved,
(iii) the price at which such Shares were sold, (iv) the commissions paid or
discounts or concessions allowed to such broker or dealer, where applicable,
(v) that such broker or dealer did not conduct any investigation to verify the
information set out or incorporated by reference in this Prospectus and (vi)
other facts material to the transaction.
In addition, any Shares covered by this Prospectus which qualify for
sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus.
Any of the foregoing transactions may involve the disposition of
Shares directly to acquirors (which may include market makers and other
dealers) or through a broker or dealer 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 Common Stock is quoted in the Nasdaq National Market under the
symbol "HOEN". On August 27, 1997, the last reported sale price of the Common
Stock was $5.25. Prospective acquirors 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.
The date of this Prospectus is August 29, 1997.
2
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
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Page
----
<S> <C>
AVAILABLE INFORMATION................................................. 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE....................... 4
THE COMPANY........................................................... 5
SELLING STOCKHOLDERS.................................................. 5
EXPERTS ............................................................. 6
</TABLE>
3
<PAGE>
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 certain Regional Offices of the Commission: Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such materials can be
obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Additionally,
such reports are available on the Commission's Web site at
"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 thereto. For further information, reference is made to the
Registration Statement and the exhibits 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 by the Company with the Commission under
the Exchange Act are hereby incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K filed pursuant to Section
13(a) of the Exchange Act for the fiscal year ended December 31, 1996 (the
"1996 10-K");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1996;
(c) The descriptions 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 those descriptions; and
(d) All documents subsequently 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 termination of the offering.
Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference into this Prospectus
shall be deemed to be modified or superseded for
4
<PAGE>
purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently field document which also is or is
deemed to be incorporated by reference into this Prospectus 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 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 supplements to
this Prospectus.
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 officers, directors and
controlling stockholders of the Company for the resale to the public of Shares
issued or to be issued to them under the Plans. Such persons 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. This Prospectus may also be used for the
resale to the public of certain Shares heretofore issued under the 1991 Plan.
Such Shares may be deemed to be "restricted securities" within the meaning of
the General Instructions to Form S-8. The securities referred to in this
paragraph may also be resold pursuant to Rule 144 under the Securities Act or
in transactions exempt from registration.
The persons who may resell Shares pursuant to this Prospectus are
referred to in this Prospectus collectively as "Selling Stockholders." The
names of the Selling Stockholders, their relationships to the Company, and the
numbers of shares of Common Stock that they beneficially own
5
<PAGE>
and the numbers of Shares owned by them which are available for resale pursuant
to this Prospectus are set forth in Appendix A to this Prospectus. 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 such
Selling Stockholder that the 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. The
information set forth in Appendix A may be updated by the Company by use of
supplements to this Prospectus issued subsequent to the date hereof.
EXPERTS
The consolidated financial statements of the Company appearing in the
1996 10-K have been examined by Deloitte & Touche LLP as set forth in their
report included therein and incorporated herein by reference. Such financial
statements are incorporated herein by reference 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 by reference in reliance upon the reports pertaining to such financial
statements of such independent accountants as are the Company'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.
6
<PAGE>
APPENDIX A
SELLING STOCKHOLDERS
<TABLE>
<CAPTION>
Number of Shares
Available for Resale Under Amount To Be Owned If All Shares
This Prospectus (Shares Available for Resale Under This Prospectus
Total Number of Acquired Upon Exercise Were Resold
Shares Owned Prior of, or Currently Subject to,
Name and Position to Sales Under Awards Number Percentage
with Company This Prospectus 1 Granted Under the Plans) of Shares of Class 2
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<S> <C> <C> <C> <C>
Fredric P. Sapirstein 327,400 1,000,000 327,400 3.51%
Chairman, President and
CEO
Alan B. Herzog 1,009,682 47,500 984,682 10.56%
COO, Principal
Financial/Accounting
Officer and Director
Max H. Levine 1,021,600 95,000 996,600 10.69%
Executive VP and
Director
Kathryn L. Hoenig 100,000 22,500 100,000 1.07%
VP, Secretary, General
Counsel and Director
Robert L. Cooney 5,000 10,000 5,000 *
Director
Martin F.C. Emmett 55,000 14,000 55,000 *
Director
Robert Spiegel 347,718 14,000 347,718 3.73%
Director
Robin Green 16,150 83,500 16,150 *
Managing Director
Hoenig (Far East) Limited
</TABLE>
- ----------------
* Less than one percent.
1 Refers to shares of Common Stock owned directly by the Selling
Stockholders, including shares acquired under the Plans; does not
include indirect stock ownership or shares subject to unexercised
options awarded under the Plans.
2 Based on 9,322,605 shares of Common Stock outstanding as of
August 18, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Hoenig Group Inc. (the "Registrant")
with the Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference into this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K filed pursuant to
Section 13(a) of the Exchange Act for the fiscal year ended December 31, 1996;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1996;
(c) The descriptions 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
those descriptions; 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.
Any statement contained in this Registration Statement or in a
document incorporated or deemed to be incorporated by reference into this
Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement and the resale Prospectus contained
herein to the extent that a statement contained in this Registration Statement
or the Prospectus or in any other subsequently filed document which also is or
is deemed to be incorporated by reference into this Registration Statement or
the Prospectus 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 Registration Statement or the
Prospectus.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
II-1
<PAGE>
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 of 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 and reason-
ably incurred by him or her in connection with such proceeding. The
Registrant's Certificate of Incorporation eliminates 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.
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 directors
and officers.
Item 7. Exemption from Registration Claimed.
------------------------------------
The restricted securities to be reoffered and resold pursuant to this
Registration Statement were issued under the 1991 Plan in transactions exempt
from registration pursuant to Section 4(2) of the Securities Act. Each such
transaction involved the issuance of shares of common stock pursuant to the
exercise of options granted under the 1991 Plan to persons who were officers,
employees or directors of the Registrant and who had access to material
information with respect to the Registrant.
Item 8. Exhibits.
---------
4.1 Certificate of Incorporation of the Registrant. (Incorporated
herein by reference to Exhibit 3.1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996.)
4.2 Amended and Restated By-laws of the Registrant. (Incorporated
herein by reference to Exhibit 3(b) to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1991.)
4.3 Rights Agreement dated January 14, 1997. (Incorporated herein
by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A
filed on January 21, 1997.)
5 Opinion of Morgan, Lewis & Bockius LLP.
II-2
<PAGE>
23.1 Consent of Morgan, Lewis & Bockius LLP (included in its
opinion filed as Exhibit 5 to this Registration Statement).
23.2 Consent of Deloitte & Touche LLP.
24 Powers of Attorney (included on Page II-5 to II-6).
Item 9. Undertakings.
-------------
The undersigned 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, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective
date of the 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
the Registration Statement; and
(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) of this
section 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 the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, 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; and
(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, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the 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.
II-3
<PAGE>
(c) Insofar as indemnification for liabilities
arising under the Securities Act 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 Securities Act, the Registrant has
been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the 25 day of
August 1997.
HOENIG GROUP INC.
By: /s/ Fredric P. Sapirstein
--------------------------
Fredric P. Sapirstein
President and Chief Executive Officer
Each person whose signature appears below hereby appoints Fredric P.
Sapirstein and Kathryn L. Hoenig, and each of them, as his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and any registration statements
filed pursuant to General Instruction E to Form S-8 in respect of this
Registration Statement and any and all amendments (including post-effective
amendments) to any such registration statement, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to perform each and every act and thing appropriate or necessary to
be done, as full and for all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that 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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signatures Capacities in Which Signed Date
- --------------------------------------- ---------------------------------- --------------------
<S> <C> <C>
/s/ Fredric P. Sapirstein Chairman, President and Chief August 25, 1997
- --------------------------- Executive Officer and Director
Fredric P. Sapirstein
/s/ Alan B. Herzog Chief Operating Officer, Principal August 25, 1997
- ------------------- Financial/Accounting Officer and
Alan B. Herzog Director
II-5
<PAGE>
/s/ Max H. Levine Executive Vice President and August 25, 1997
- ---------------------- Director
Max H. Levine
Vice President, Secretary, General August , 1997
- ---------------------- Counsel and Director
Kathryn L. Hoenig
Director August , 1997
- ----------------------
Robert L. Cooney
/s/ Martin F.C. Emmett Director August 25, 1997
- ----------------------
Martin F.C. Emmett
Director August , 1997
- ----------------------
Robert Spiegel
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
4.1 Certificate of Incorporation of the Registrant. (Incorporated herein by reference to
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.)
4.2 Amended and Restated By-laws of the Registrant. (Incorporated herein by reference
to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991.)
4.3 Rights Agreement dated January 14, 1997. (Incorporated herein by reference to
Exhibit 1 to the Registrant's Registration Statement on Form 8-A filed on January 21,
1997.)
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5
to the Registration Statement).
23.2 Consent of Deloitte & Touche LLP.
24 Powers of Attorney (included on Pages II-5 to II-6 of the Registration Statement).
</TABLE>
<PAGE>
Exhibit 5
[MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD]
August 28, 1997
Hoenig Group Inc.
Royal Executive Park
4 International Drive
Rye Brook, New York 10573
Re: Registration Statement on Form S-8: Hoenig Group Inc.
1996 Long-Term Stock Incentive Plan
1994 Stock Option Plan
1991 Stock Option Plan
Ladies and Gentlemen:
We have acted as special counsel to Hoenig Group Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-8, including the exhibits thereto (the "Registration Statement"), to
be filed under the Securities Act of 1933, as amended (the "Act"), for the
registration of the original issuance of 2,877,833 shares of common stock, par
value $0.01 per share, along with associated rights attached thereto (together,
the "Common Stock"), entitling the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $0.01 per share, upon the occurrence of certain
events pursuant to a Rights Agreement between the Company and Continental Stock
Transfer & Trust Company (the "Rights Agreement"), to be offered and sold
pursuant to the Company's 1996 Long-Term Stock Incentive Plan, 1994 Stock
Option Plan and 1991 Stock Option Plan (collectively, the "Plans").
In connection with this opinion, we have examined the Registration Statement,
the Company's Certificate of Incorporation, the Amended and Restated By-laws of
the Company, the Plans, the Rights Agreement, certain of the Company's
corporate proceedings as reflected in its minute books, and such other records
as we have deemed relevant. In our examinations, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity with the originals of all documents
submitted to us as copies. In addition, we have made such other examinations of
law and of fact as we have deemed appropriate in order to form a basis for the
opinion hereinafter expressed.
With respect to the original issuance of shares of Common Stock pursuant to the
Plans, we have assumed that the shares of Common Stock will be issued, and the
certificates evidencing the same will be duly delivered, in accordance with the
terms of the Plans and against receipt of the consideration stipulated therefor,
which will not be less than the par value of the shares of Common Stock.
<PAGE>
Based upon the foregoing, we are of the opinion that the shares of Common Stock
being registered for original issuance on the Registration Statement have been
duly authorized and, when issued and paid for in accordance with the foregoing
assumptions, will be validly issued, fully paid and non-assessable.
The opinion set forth above is limited to the Delaware General Corporation Law,
as amended.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this opinion and consent, we do not admit that we are
acting within the category of persons whose consent is required under Section 7
of the Act.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
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 18, 1997, appearing in
the Annual Report on Form 10-K of Hoenig Group Inc. for the year ended
December 31, 1996.
Deloitte & Touche LLP
New York, New York
August 27, 1997
