SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Hoenig Group Inc.
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
434396107
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(CUSIP Number)
Kathryn L. Hoenig, General Counsel and Secretary,
Hoenig Group Inc., Reckson Executive Park, 4 International Drive,
Rye Brook, NY 10573
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 5, 1999
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(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).
SCHEDULE 13D Page 2 of 6 Pages
CUSIP No. 434396107
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fredric P. Sapirstein
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a)|_| (b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7. SOLE VOTING POWER
1,402,400
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8. SHARED VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------
BENEFICIALLY
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 1,402,400
REPORTING ----------------------------------------
PERSON
10. SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,402,400
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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This Amendment No. 5 to the Schedule 13D filed by Fredric P.
Sapirstein dated August 26, 1997 reflects the vesting of options to
purchase 125,000 shares of Common Stock, and amends Items 3, 5 and 6 of the
Schedule 13D as follows:
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following:
Pursuant to the Employment Agreement, on September 5, 1996 the
Reporting Person was granted ten-year Service-Based Options to purchase a
total of 500,000 shares of Common Stock at $3.625 per share. Under the
terms of the grant, the options were to vest in four equal tranches. This
Amendment No. 5 relates to the anticipated vesting on September 5, 1999 of
the fourth and last tranche, consisting of options to purchase 125,000
shares of Common Stock.
On January 29, 1998, under Hoenig Group Inc.'s 1996 Long-Term
Stock Incentive Plan (the "1996 Plan"), the Reporting Person was granted a
ten-year, non-qualified option to purchase 180,000 shares of Common Stock
at an exercise price of $6.1875 per share as part of the Reporting Person's
1997 compensation (the "1998 Grant"). Options under the 1998 Grant vest in
three equal tranches. One-third of the options (i.e., options to purchase
60,000 shares of Common Stock) vests on each of January 29, 1999, January
29, 2000, and January 29, 2001. The vesting of the first tranche has
previously been reported in Amendment No. 4.
In addition, on January 20, 1999, under the 1996 Plan, the
Reporting Person was granted a ten-year incentive stock option to purchase
45,000 shares of Common Stock at an exercise price of $6.50 per share as
part of the Reporting Person's 1998 compensation (the "1999 Grant").
Options under the 1999 Grant vest in three equal tranches. One-third of the
options (i.e., options to purchase 15,000 shares of Common Stock) vests on
each of January 20, 2000, January 20, 2001, and January 20, 2002.
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, 1999, as of May 14, 1999 the Corporation
had issued and outstanding 8,564,240 shares of Common Stock.
The Reporting Person is the beneficial owner of 1,402,400 shares
of Common Stock or 14.7% of the outstanding Common Stock, consisting of (i)
442,400 shares of Common Stock owned directly and (ii) 960,000 shares of
Common Stock of which the Reporting Person has beneficial ownership
pursuant to stock options that have not yet been exercised.
Item 5 is further amended by substituting the following for the
first paragraph of subsection (b) thereof:
(b) The Reporting Person has the sole power to vote, or to direct
the vote of, 1,402,400 shares of Common Stock, and sole power to dispose
of, or to direct the disposition of, 1,402,400 shares of Common Stock. 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 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is hereby amended by deleting the last paragraph and by
adding the following:
On January 29, 1998, under the 1996 Plan, the Reporting Person was
granted a ten-year, non-qualified option to purchase 180,000 shares of
Common Stock at an exercise price of $6.1875 per share as part of the
Reporting Person's 1997 compensation (the "1998 Grant"). Options under the
1998 Grant vest in three equal tranches. One-third of the options (i.e.,
options to purchase 60,000 shares of Common Stock) vest on each of January
29, 1999, January 29, 2000, and January 29, 2001. The vesting of the first
tranche has previously been reported in Amendment No. 4.
In addition, on January 20, 1999, under the 1996 Plan, the
Reporting Person was granted a ten-year incentive stock option to purchase
45,000 shares of Common Stock at an exercise price of $6.50 per share as
part of the Reporting Person's 1998 compensation (the "1999 Grant").
Options under the 1999 Grant vest in three equal tranches. One-third of the
options (i.e., options to purchase 15,000 shares of Common Stock) vest on
each of January 20, 2000, January 20, 2001, and January 20, 2002.
The Reporting Person has beneficial ownership of 960,000 shares of
Common Stock pursuant to stock options that have not been exercised.
Item 7. Material to be filed as Exhibits.
Item 7 is hereby amended by adding the following:
Exhibit L -- Hoenig Group Inc. 1996 Long-Term Stock Incentive Plan
Grant Certificate, dated January 20, 1999, issued to Frederic P.
Sapirstein.
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: August 4, 1999
/s/ Fredric P. Sapirstein
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Fredric P. Sapirstein
EXHIBIT L
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:
45,000
3. Exercise price of Shares subject to this option:
$6.50
4. Date of grant of this option:
January 20, 1999
5. Vesting:
15,000 Shares on January 20, 2000
15,000 Shares on January 20, 2001
15,000 Shares on January 20, 2002
6. Termination date of this option:
January 19, 2009, 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:
Incentive stock option to the maximum extent permitted by
the Internal Revenue Code of 1986, as amended, with the
remainder to be treated as a non-qualified stock option.
The Grantee hereby acknowledges receipt of a copy of the Plan and the Plan
Prospectus 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
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Name: Alan B. Herzog Fredric P. Sapirstein
Title: Chief Operating Officer
