<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1997
REGISTRATION NO. 33-84630
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
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.
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>
EXPLANATORY NOTE
On August 29, 1997, Hoenig Group Inc. (the "Company") carried forward
1,988,000 shares of common stock, along with the associated rights attached to
such shares of common stock (the "Common Stock"), from this Registration
Statement on Form S-8 (File No. 33-84630) to a new Registration Statement on
Form S-8 (File No. 333-34745). The purpose of this Post-Effective Amendment
No. 1 to this Registration Statement is to deregister the 1,988,000 shares of
Common Stock carried forward from this Registration Statement to the new
Registration Statement, and to terminate this Registration Statement.
<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 Post-Effective
Amendment No. 1 to 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 29th day of December 1997.
HOENIG GROUP INC.
By: /s/ Alan B. Herzog
----------------------------------
Alan B. Herzog
Chief Operating Officer, Principal
Financial/Accounting Officer
and Director
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>
Signature Capacities in Which Signed Date
- ----------------------------- ----------------------------------------------- ------------------
<S> <C> <C>
/s/ Fredric P. Sapirstein Chairman, President and Chief Executive Officer
- ----------------------------- and Director December 29, 1997
Fredric P. Sapirstein
/s/ Alan B. Herzog Chief Operating Officer, Principal
- ----------------------------- Financial/Accounting Officer and Director December 29, 1997
Alan B. Herzog
* Executive Vice President and Director
- ----------------------------- December 29, 1997
Max H. Levine
/s/ Kathryn L Hoenig Vice President, Secretary, General Counsel and
- ----------------------------- Director December 29, 1997
Kathryn L. Hoenig
/s/ Robert L. Cooney Director
- -----------------------------
Robert L. Cooney December 29, 1997
II-1
<PAGE>
* Director
- -----------------------------
Martin F.C. Emmett December 29, 1997
* Director
- -----------------------------
Robert Spiegel December 29, 1997
/s/ Alan B. Herzog
- -----------------------------
* Alan B. Herzog by signing his name hereto signs this document on behalf of
each of the persons indicated above pursuant to the powers of attorney
executed by such persons and set forth on the signature pages of this
Registration Statement (File No. 33-84630) filed with the Securities and
Exchange Commission on September 30, 1994.
</TABLE>
II-2
