SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
Hoenig Group Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
434396107
- --------------------------------------------------------------------------------
(CUSIP Number)
Kathryn L. Hoenig, Vice President, General Counsel and Secretary,
Hoenig Group Inc., Royal Executive Park,
4 International Drive, Rye Brook, NY 10573
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 13, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 434396107.
---------
<PAGE>
CUSIP NO. 434396107.
---------
SCHEDULE 13D
- ------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fredric P. Sapirstein
- ------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |_| (b) |_|
- ------ -------------------------------------------------------------------------
3 SEC USE ONLY
- ------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
- ------ -------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- ------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------- -------- -------------------------------------------------
7 SOLE VOTING POWER
842,400
NUMBER OF -------- -------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH -------- -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 842,400
PERSON
WITH -------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
842,400
- -------- -----------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- -------- -----------------------------------------------------------------------
<PAGE>
This Amendment Number 2 to the Schedule 13D filed by Fredric P. Sapirstein
dated August 26, 1997 reflects the vesting of options to purchase 250,000 shares
of Common Stock, and amends Items 3, 5, 6 and 7 of the Schedule 13D as follows:
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by deleting the last paragraph thereof and by
adding thereto:
On November 7, 1997, the 15,000 shares of Common Stock owned by the Estate
were distributed from the Estate to the Reporting Person.
On January 29, 1998, the Reporting Person was granted a non-qualified
option to purchase 180,000 shares of Common Stock at $6.1875 per share. The
option vests with respect to 60,000 shares on each of the first, second and
third anniversaries of the date of grant. The non-qualified option to purchase
180,000 shares terminates on January 29, 2008, subject to earlier termination in
the event of termination of the Reporting Person's employment. No cash or other
consideration was paid in connection with the grant of this option.
In addition, the vesting of fifty percent (representing 250,000 shares) of
the ten-year, non-qualified options to purchase shares of Common Stock at $5.00
per share which previously were granted to the Reporting Person on September 5,
1996 (collectively, the "Performance Options") was accelerated as a result of
the closing price of the Common Stock meeting the specified target stock price,
as further described in Item 6. Fifty percent of the Performance Options vested
on May 13, 1998 and are presently exercisable. The unvested portion of the
Performance Options (representing the remaining 250,000 shares) vests on the
ninth anniversary of the date of grant, subject to acceleration if the closing
price of the Common Stock equals or exceeds certain target stock prices as
further described in Item 6.
The Reporting Person holds presently exercisable options to purchase an
aggregate of 400,000 shares.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by substituting the following for subsection (a)
thereof:
(a) According to the Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998, as of May 14, 1998, the Corporation had issued and
outstanding 9,073,540 shares of Common Stock.
The Reporting Person is the beneficial owner of 842,400 shares of Common
Stock or 8.9% of the outstanding Common Stock, consisting of (i) 442,400 shares
of Common Stock owned directly and (ii) 400,000 shares of Common Stock which the
Reporting Person has a right to acquire pursuant to presently exercisable stock
options.
<PAGE>
Item 5 is further amended by substituting the following for the first
paragraph of subsection (b) thereof and by deleting the second paragraph of
subsection (b):
(b) The Reporting Person has the sole power to vote, or to direct the vote
of, 842,400 shares of Common Stock, and sole power to dispose of, or to direct
the disposition of, 842,400 shares of Common Stock. As a result of the
distribution of the 15,000 shares of Common Stock owned by the Estate from the
Estate to the Reporting Person, the Reporting Person does not share the power to
vote, or to direct the vote of, or power to dispose of, or to direct the
disposition of, any shares of Common Stock.
Item 5 is further amended by deleting subsection (d) thereof.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 is hereby amended by deleting the last sentence of the last
paragraph thereof and by adding thereto:
On January 29, 1998, the Reporting Person was granted a non-qualified
option to purchase 180,000 shares of Common Stock at $6.1875 per share. This
option was granted under the Corporation's 1996 Long-Term Stock Incentive Plan,
a copy of which was previously filed as Exhibit H to the Schedule 13D and the
1996 Long-Term Stock Incentive Plan Grant Certificate, dated January 29, 1998,
issued to the Reporting Person, a copy of which is attached as Exhibit J hereto.
The option vests with respect to 60,000 shares on each of the first, second and
third anniversaries of the date of grant. The non-qualified option to purchase
180,000 shares terminates on January 29, 2008, subject to earlier termination in
the event of termination of the Reporting Person's employment. The option is not
assignable or transferable except by will or by the laws of descent and
distribution and does not grant any privileges as a stockholder with respect to
any shares of Common Stock until the options are exercised.
In addition, the vesting of fifty percent of the Performance Options was
accelerated as a result of the average of the closing price of the Common Stock
on each trading day during a period of twenty consecutive trading days equaling
or exceeding the target stock price of $7.00 per share. Fifty percent of the
Performance Options vested on May 13, 1998 and are presently exercisable. The
remaining Performance Options (representing 250,000 shares) vest on the ninth
anniversary of the date of grant, subject to accelerated vesting if the average
closing price of the Common Stock equals or exceeds $8.00 per share for twenty
consecutive trading days.
<PAGE>
Item 7. Material to Be Filed as Exhibits.
Item 7 is hereby amended by adding the following:
Exhibit J - Hoenig Group Inc. 1996 Long-Term Stock Incentive Plan Grant
Certificate, dated January 29, 1998, issued to Fredric P.
Sapirstein
Exhibit K - Amendment No. 1 to the Hoenig Group Inc. 1996 Long-Term
Stock Incentive Plan (Incorporated by reference to Exhibit
10.15 to the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997)
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 26, 1998
Fredric P. Sapirstein
/s/ Fredric P. Sapirstein
-------------------------
<PAGE>
EXHIBIT J
---------
HOENIG GROUP INC.
1996 LONG-TERM STOCK INCENTIVE PLAN
Grant Certificate
This Grant Certificate evidences the grant of an option pursuant to the
provisions of the 1996 Long-Term Stock Incentive Plan (the "Plan") of Hoenig
Group Inc. (the "Company") to the individual whose name appears below (the
"Grantee"), covering the specific number of shares of Common Stock of the
Company ("Shares") set forth below, pursuant to the provisions of the Plan and
on the following express terms and conditions:
1. Name of Grantee:
Fredric P. Sapirstein
2. Number of Shares which are subject to this option: 180,000
3. Exercise price of Shares subject to this option: $6.1875
4. Date of grant of this option: January 29, 1998
5. Vesting:
60,000 Shares on January 29, 1999
60,000 Shares on January 29, 2000
60,000 Shares on January 29, 2001
6. Termination date of this option:
January 29, 2008, or, if earlier, 90 days following termination of
employment (one year if termination is on account of death or
disability, or immediately if the Committee (as defined in the Plan)
determines that termination is for cause).
7. Type of Option:
Non-Qualified stock option
The Grantee hereby acknowledges receipt of a copy of the Plan as presently in
effect. The text and all of the terms and provisions of the Plan are
incorporated herein by reference, and this option is subject to such terms and
provisions in all respects.
At any time when the Grantee wishes to exercise this option, in whole or in
part, the Grantee shall submit to the Company a written notice of exercise,
specifying the exercise date and the number of shares to be exercised, and shall
remit to the Company the exercise price and all applicable withholding and other
taxes.
HOENIG GROUP INC. AGREED TO AND ACCEPTED BY:
By: /s/ Alan B. Herzog /s/ Fredric P. Sapirstein
- --- ------------------ -------------------------
Name: Alan B. Herzog Grantee
Title: Chief Operating Officer
