SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 14, 1997
Hoenig Group Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-19619 13-3625520
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
Royal Executive Park, 4 International Drive Rye Brook, New York 10004
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(Address of Principal Executive Offices) (Zip Code)
(914) 935-9000
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Registrant's Telephone Number,
Including Area Code
N/A
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Former Name or Former Address, if Changed Since Last Report
ITEM 5. OTHER EVENTS.
On January 14, 1997, the Board of Directors of
Hoenig Group Inc. (the "Company") declared a dividend dis-
tribution of one Right for each outstanding share of Common
Stock to stockholders of record at the close of business on
January 31, 1997 (the "Record Date"). Each Right entitles
the registered holder to purchase from the Company one one-
hundredth of a share of Series A Junior Participating Pre-
ferred Stock, par value $0.01 per share (the "Preferred
Stock"), at a Purchase Price of $18, subject to adjustment.
The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Compa-
ny and Continental Stock Transfer & Trust Company, as Rights
Agent.
Initially, the Rights will be attached to all
Common Stock certificates representing shares then outstand-
ing, and no separate Rights Certificates will be distribut-
ed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) ten
(10) days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire,
beneficial ownership of twenty percent (20%) or more of the
outstanding shares of Common Stock (the "Stock Acquisition
Date"), other than as a result of repurchases of stock by
the Company, or (ii) ten (10) business days (or such later
date as the Board shall determine) following the commence-
ment of a tender offer or exchange offer that would result
in a person or group becoming an Acquiring Person. Until
the Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with
and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after the Record Date will
contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any cer-
tificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock
represented by such certificate. Pursuant to the Rights
Agreement, the Company reserves the right to require prior
to the occurrence of a Triggering Event (as defined below)
that, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Preferred Stock will
be issued.
The Rights are not exercisable until the Distribu-
tion Date and will expire at the close of business on Janu-
ary 14, 2007, unless earlier redeemed or extended by the
Company as described below.
As soon as practicable after the Distribution
Date, Rights Certificates will be mailed to holders of
record of the Common Stock as of the close of business on
the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as
otherwise determined by the Board, only shares of Common
Stock issued prior to the Distribution Date will be issued
with Rights.
In the event that a person becomes an Acquiring
Person (except pursuant to an offer for all outstanding
shares of Common Stock that the directors determine to be
fair and adequate to and otherwise in the best interests of
the Company and its stockholders), each holder of a Right
will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) having a value equal to
two times the exercise price of the Right. Notwithstanding
any of the foregoing, following the occurrence of the event
set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be
null and void. However, Rights are not exercisable follow-
ing the occurrence of the event set forth above until such
time as the Rights are no longer redeemable by the Company
as set forth below.
For example, at an exercise price of $18 per
Right, each Right not owned by an Acquiring Person (or by
certain related parties) following an event set forth in the
preceding paragraph would entitle its holder to purchase $36
worth of Common Stock (or other consideration, as noted
above) for $18. Assuming that the Common Stock had a per
share value of $6 at such time, the holder of each valid
Right would be entitled to purchase 6 shares of Common Stock
for $18.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction in which the Company
is not the surviving corporation (other than a merger which
follows an offer described in the second preceding para-
graph), or (ii) fifty percent (50%) or more of the Company's
assets, cash flow or earning power is sold or transferred,
each holder of a Right (except Rights which previously have
been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquir-
ing company having a value equal to two times the exercise
price of the Right. The events set forth in this paragraph
and in the second preceding paragraph are referred to as the
"Triggering Events."
At any time until ten (10) days following the
Stock Acquisition Date, the Company may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right (pay-
able in cash, Common Stock or other consideration deemed
appropriate by the Board). Immediately upon the action of
the Board ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will
be to receive the $0.01 redemption price.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to
receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company,
stockholders may, depending upon the circumstances, recog-
nize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set
forth above.
Any of the provisions of the Rights Agreement may
be amended by the Board prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights
Agreement may be amended by the Board in order to cure any
ambiguity, to make changes which do not adversely affect the
interests of holders of Rights, or to shorten or lengthen
any time period under the Rights Agreement; provided, howev-
er, that no amendment may be made at such time as the Rights
are not redeemable.
The Rights Agreement, dated as of January 14,
1997, between the Company and Continental Stock Transfer &
Trust Company, as Rights Agent, specifying the terms of the
Rights and including the form of the Certificate of Designa-
tion, Preferences and Rights setting forth the terms of the
Preferred Stock as an exhibit thereto, the press release
announcing the declaration of the Rights and a form of
letter to the Company's stockholders describing the Rights
are attached hereto as exhibits and are incorporated herein
by reference. The foregoing description of the Rights is
qualified in its entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
4 Rights Agreement, dated as of January 14, 1997,
between Hoenig Group Inc. and Continental Stock
Transfer & Trust Company, as Rights Agent, includ-
ing all exhibits thereto, incorporated herein by
reference to Exhibit 1 to the Company's Registra-
tion Statement on Form 8-A dated January 21, 1997.
20(a) Press Release of the Company dated January 14,
1997, incorporated herein by reference to Exhibit
2 to the Company's Registration Statement on Form
8-A dated January 21, 1997.
20(b) Form of letter to the Company's stockholders de-
scribing the Rights, incorporated herein by refer-
ence to Exhibit 3 to the Company's Registration
Statement on Form 8-A dated January 21, 1997.
SIGNATURE
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 thereto
duly authorized.
Hoenig Group Inc.
Date: January 17, 1997 By:/s/ Fredric P. Sapirstein
Name: Fredric P. Sapirstein
Title: CEO & Chairman
EXHIBIT INDEX
Exhibit Description Page
4 Rights Agreement, dated as of Janu- N/A
ary 14, 1997, between Hoenig Group
Inc. and Continental Stock Transfer
& Trust Company, as Rights Agent,
including all exhibits thereto,
incorporated herein by reference to
Exhibit 1 to the Company's Regis-
tration Statement on Form 8-A dated
January 21, 1997.
20(a) Press Release of the Company dated N/A
January 14, 1997, incorporated
herein by reference to Exhibit 2 to
the Company's Registration State-
ment on Form 8-A dated January 21,
1997.
20(b) Form of letter to the Company's N/A
stockholders describing the Rights,
incorporated herein by reference to
Exhibit 3 to the Company's Regis-
tration Statement on Form 8-A dated
January 21, 1997.
