<PAGE>
As filed with the Securities and Exchange Commission on December 11, 2000
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
RECKSON EXCECUTIVE PARK
4 INTERNATIONAL DRIVE
RYE BROOK, NEW YORK 10573
(Address of principal executive offices) (Zip Code)
HOENIG GROUP INC.
AMENDED AND RESTATED 1996 LONG-TERM STOCK INCENTIVE PLAN
1994 STOCK OPTION PLAN
1991 STOCK OPTION PLAN
(Full titles of the plans)
KATHRYN L. HOENIG, ESQUIRE
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
HOENIG GROUP INC.
RECKSON EXECUTIVE PARK
4 INTERNATIONAL DRIVE
RYE BROOK, NEW YORK 10573
(Name and address of agent for service)
(914) 935-9000
(Telephone number, including area code, of agent for service)
----------------------------
Copy of all communication to:
GEORGE G. YEARSICH, ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP
1800 M STREET, N.W.
WASHINGTON, D.C. 20036
(202) 467-7255
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of registration
Title of securities to be Amount to be registered offering price per share aggregate offering price fee
registered (1) (2) (1) (2) (3) (1) (2) (3) (1) (2) (3)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 per share (4) 3,988,000 $10.375 $41,375,500 $2,739
------------------------------------------------------------------------------------------------------------------------------------
</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 Amended and Restated 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 2,988,000
shares of Common Stock previously registered on Form S-8 Registration
Statement No. 33-84630, filed on September 30, 1994, and Form S-8
Registration Statement No. 333-34745, filed on August 29, 1997. In
connection with the 2,988,000 previously registered shares of Common
Stock that are being carried forward onto this Registration Statement,
the Registrant paid fees of $3,084.83 and $1,542.42, respectively. 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 December 6, 2000.
<PAGE>
(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 3,318,683
shares of Common Stock registered herein to be issued pursuant to the
Amended and Restated 1996 Long-Term Stock Incentive Plan, the 1994
Stock Option Plan and the 1991 Stock Option Plan include such rights,
as do the 3,988,000 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 NOTE
On May 18, 2000, the Company's stockholders approved the amendment and
restatement of the 1996 Long-Term Stock Incentive Plan (the "1996 Plan"), which,
among other things, increased the number of shares of Common Stock reserved for
issuance under the 1996 Plan by 1,000,000 shares. The purpose of this
Registration Statement is to register such additional shares for issuance under
the 1996 Plan. The Company previously registered an aggregate of 2,988,000
shares authorized under the 1996 Plan, the 1994 Stock Option Plan and the 1991
Stock Option Plan in an earlier filed registration statement on Form S-8
(Registration No. 333-34745), the contents of which the Company incorporates by
reference herein for the purposes of General Instruction E to Form S-8.
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.
<PAGE>
PROSPECTUS
---------------------------------------
HOENIG GROUP INC.
RECKSON EXECUTIVE PARK
4 INTERNATIONAL DRIVE
RYE BROOK, NEW YORK 10573
914-935-9000
3,988,000 SHARES OF COMMON STOCK
---------------------------------------
o These shares of common stock are being offered by the selling
stockholders identified in this prospectus. We have issued or will
issue the shares of our common stock to the selling stockholders under
our Amended and Restated 1996 Long-Term Stock Incentive Plan, 1994
Stock Option Plan and 1991 Stock Option Plan.
o The selling stockholders may offer their shares of common stock
through public or private transactions, in the principal markets on
which our common stock is traded at the time of sale or elsewhere, at
prevailing market prices or at privately negotiated prices.
o The selling stockholders may sell their shares of common stock
directly or through brokers and dealers acting as principal or agent.
In effecting the sales, the brokers or dealers may receive commissions
or discounts from the selling stockholders. We will pay substantially
all of the expenses incident to the registration of the shares, except
for sales commissions and other seller's compensation applicable to
the sale of the shares.
o The selling stockholders and any broker or dealers that participate
with the selling stockholders in the distribution of the shares of
common stock may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933. Any commissions or discounts received by
them and any profit on the sale of the shares may be deemed to be
underwriting commissions or discounts under the Securities Act.
o Our common stock is quoted on the Nasdaq National Market under the
symbol "HOEN." The closing price of our common stock on December 8,
2000, was $10.50 per share. We urge you to obtain a current price
quotation.
---------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
---------------------------------------
The date of this prospectus is December 11, 2000.
<PAGE>
TABLE OF CONTENTS
PAGE
Where You Can Find More Information.....................................1
The Company.............................................................2
Use of Proceeds.........................................................2
Selling Stockholders....................................................2
Plan of Distribution....................................................2
Experts.................................................................4
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-8 that we filed
with the Securities and Exchange Commission. The registration statement contains
additional information about us and the shares of common stock offered by this
prospectus. In addition, we file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and, for a set fee,
copy the registration statement, including exhibits, and any of the other
information that we file at the following SEC public reference facilities:
o 450 Fifth Street, N.W., Washington, DC 20549;
o Seven World Trade Center, Suite 1300, New York, New York 10048; and
o Citicorp Center, Suite 1400, 500 West Madison Avenue, Chicago, Illinois
60661
Please call the SEC at 1-800-SEC-0330 for further information on those public
reference facilities. Our SEC filings are also available to the public over the
Internet at the SEC's website (http://www.sec.gov).
In addition, the SEC allows us to "incorporate by reference" the information in
documents that we file with them. This means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information in documents that we file later with the SEC will automatically
update and supercede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until all of the
shares of common stock offered under this prospectus are sold:
o Annual Report on Form 10-K for the year ended December 31, 1999;
o Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000,
June 30, 2000 and September 30, 2000; and
o The descriptions of our common stock and associated rights contained
in our registration statements filed with the SEC under Section 12 of
the Securities Exchange Act, including all amendments and reports
filed with the SEC that update those descriptions.
You may request a copy of these filings, at no charge, by writing or telephoning
us at the following address:
Hoenig Group Inc., Reckson Executive Park, 4 International Drive, Rye
Brook, New York 10573 Attention: Stockholder Relations Telephone:
(914) 935-9000
In making your investment decision, you should rely only on the information
provided in this prospectus, any supplement, the registration statement, and any
information incorporated by reference. We have not authorized anyone else to
provide you with different information. In addition, you should not assume that
the information in
1
<PAGE>
this prospectus or any other document is accurate as of any date other than the
date on the front of those documents.
THE COMPANY
We provide global trade execution, research and client service to professional
money managers and alternative investment funds throughout the world. We operate
through our brokerage subsidiaries in the United States, United Kingdom and Hong
Kong. Our U.S. asset management subsidiary, Axe-Houghton Associates, provides
investment management services to U.S. public and corporate employee benefit
plans, investment partnerships and other institutional investors.
For additional information about the company, you should refer to the
information contained in the documents incorporated by reference listed in the
previous section, "Where You Can Find More Information."
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of common stock that
may be sold pursuant to this prospectus for the respective accounts of the
selling stockholders. Generally, all proceeds, less any brokerage commissions or
discounts, will be received by the selling stockholders. You should refer to the
sections below entitled, "Selling Stockholders" and "Plan of Distribution."
SELLING STOCKHOLDERS
This prospectus relates to shares of common stock that the selling stockholders
have acquired or will acquire under our Amended and Restated 1996 Long-Term
Stock Incentive Plan, 1994 Stock Option Plan and 1991 Stock Option Plan.
Each of the selling stockholders is an executive officer, director or
controlling stockholder of the company. The shares of common stock to which this
prospectus relates may be "control securities" within the meaning of the General
Instructions to Form S-8. Neither the statements found in this prospectus, or
the related registration statement, nor the delivery of this prospectus in
connection with the disposition of shares of common stock by a selling
stockholder, will be an admission by us or the selling stockholder that the
selling stockholder is in a control relationship with the company. In addition,
this prospectus may also be used for the sale by the selling stockholders of
certain shares that may be deemed to be "restricted securities" that were
acquired under the 1991 Stock Option Plan.
The table attached as Annex A sets forth, with respect to the selling
stockholders and based upon information available to us as of December 6, 2000,
the number of shares of common stock owned, the number of shares available for
resale under this prospectus, and the number and percent of our outstanding
shares of common stock that will be owned after giving effect to this offering.
We do not know whether any of the selling stockholders will sell any or all of
the shares of our common stock offered by them under this registration
statement. The inclusion of the shares of common stock in the table in Annex A
does not constitute a commitment to sell any shares.
PLAN OF DISTRIBUTION
The selling stockholders may sell their shares of common stock from time to time
in one or more transactions under this
2
<PAGE>
prospectus at prices prevailing on the Nasdaq National Market, or any exchange
on which the shares are then listed, or in privately negotiated transactions.
The selling stockholders may also donate their shares to charitable institutions
or other persons, who may then sell those shares at prevailing market prices or
in privately negotiated transactions. In addition, the selling stockholders may
pledge their shares as collateral to secure a loan. In the event of foreclosure,
the pledged shares may be sold by the pledgee at prevailing market prices or in
privately negotiated transactions.
The selling stockholders may sell their shares in one or more of the following:
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
o an exchange distribution in accordance with the rules of that
exchange;
o a block trade in which the broker or dealer is acting as agent for the
selling stockholder, but who may, to facilitate the transaction, act
as principal; or
o purchases by a broker or dealer as principal and subsequent resale for
its account under this prospectus.
Brokers or dealers will receive commissions or discounts from the selling
stockholders. The amounts of these commissions or discounts will be negotiated
immediately prior to the sale of the shares.
The selling stockholders and any brokers or dealers who participate in the
distribution of the shares of common stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commissions or discounts
received by them and any commissions or discounts provided pursuant to the sale
of the common stock by them might be deemed to be underwriting commissions and
discounts under the Securities Act.
In addition to any shares of common stock sold under this prospectus, the
selling stockholders may, at the same time, sell any shares of our common stock
in compliance with the requirements of Rule 144, regardless of whether those
shares are covered by this prospectus.
If we are notified by a selling stockholder that a material arrangement has been
made with a broker or dealer for the sale of the shares of common stock through
an exchange distribution, block trade or other secondary distribution or a
purchase by a broker or dealer, we will file a prospectus supplement or, if
required, a post-effective amendment, containing the following information:
o the names of the selling stockholder and participating broker or
dealer;
o the number of shares of common stock involved;
o the sale price;
o any commissions or discounts with respect to that arrangement; and
o any other material facts.
We will pay all of the expenses related to the registration of the shares of
common stock offered by this prospectus. The selling stockholders will pay any
commissions,
3
<PAGE>
discounts or other seller's compensation applicable to these transactions.
EXPERTS
The consolidated financial statements for the year ending December 31, 1999 have
been examined by Deloitte & Touche LLP. Those financial statements are
incorporated by reference in this prospectus in reliance upon the reports of
Deloitte & Touche LLP which pertain to those financial statements and upon the
authority of Deloitte & Touche LLP as experts in accounting and auditing.
Audited financial statements that are included in documents filed with the SEC
after the date of this prospectus will be incorporated by reference in this
prospectus (to the extent the required consents are properly filed with the SEC)
in reliance upon the reports relating to those audited financial statements made
by the independent accountants acting as our auditors and upon the authority of
those independent accountants as experts in accounting and auditing.
4
<PAGE>
ANNEX A
SELLING STOCKHOLDERS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Number of Shares Number of Shares Percentage of
Owned Prior to Available for Number of Shares Common Stock
Sales Under This Sales Under This Owned After Sales Owned After Sales
Name and Position with Company Prospectus (1) Prospectus (2) (3) (3) (4)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fredric P. Sapirstein,
Chairman, President and
Chief Executive Officer 442,400 1,375,000 342,400 4.3%
Max H. Levine,
Executive Vice President and
Director 961,900 1,011,900 961,900 12.0%
Kathryn L. Hoenig,
Vice President, General
Counsel, Secretary and 115,000 87,500 110,000 1.4%
Director
Robert L. Cooney,
Director 6,000 20,000 6,000 *
Martin F.C. Emmett,
Director 57,000 22,000 55,000 0.7%
Robert Spiegel,
Director 349,718 22,000 347,718 4.3%
Robin Green,
Managing Director of Hoenig 66,150 100,000 66,150 0.8%
(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. It does not
include indirect stock ownership or shares subject to unexercised
options awarded under the plans.
(2) Number of shares includes shares of common stock acquired upon exercise
of, or currently subject to, awards granted under the plans.
(3) Based upon the number to be owned if all of the shares of common stock
available for sale under this prospectus were resold.
(4) Percentage is based upon 8,005,772 shares of our common stock
outstanding as of December 6, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Not required to be filed with this Registration Statement pursuant to
General Instruction E of Form S-8.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required to be filed with this Registration Statement pursuant to
General Instruction E of Form S-8.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not required to be filed with this Registration Statement pursuant to
General Instruction E of Form S-8.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Not required to be filed with this Registration Statement pursuant to
General Instruction E of Form S-8.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not required to be filed with this Registration Statement pursuant to
General Instruction E of Form S-8.
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement, or, as noted, incorporated by reference into
this Registration Statement.
EXHIBIT NUMBERS EXHIBITS
-----------------------------------------------------------------------
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in
its opinion filed as Exhibit 5.1 to this Registration
Statement)
24.1 Powers of Attorney (filed as Exhibit 24 to the
Registration Statement on Form S-8 filed on August
29, 1997 (File No. 333-34745) and hereby
incorporated by reference)
<PAGE>
ITEM 9. UNDERTAKINGS.
Not required to be filed with this Registration Statement pursuant to
General Instruction E of Form S-8.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Hoenig
Group Inc. 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 11th day of
December 2000.
HOENIG GROUP INC.
By: /s/ Fredric P. Sapirstein
-------------------------------
Name: Fredric P. Sapirstein
Title: 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 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:
Signature Title Date
--------- ----- ----
/s/ Fredric P. Sapirstein Chairman, President and December 11, 2000
------------------------- Chief Executive Officer
Fredric P. Sapirstein
* Executive Vice President, December 11, 2000
------------------------- Chief Operating Officer,
Alan B. Herzog Chief Financial Officer,
Treasurer and Director
<PAGE>
Signature Title Date
--------- ----- ----
* Executive Vice President and December 11, 2000
------------------------- Director
Max H. Levine
/s/ Kathryn L. Hoenig Vice President, General December 11, 2000
------------------------- Counsel, Secretary and
Kathryn L. Hoenig Director
* Director December 11, 2000
-------------------------
Robert L. Cooney
* Director December 11, 2000
-------------------------
Martin F.C. Emmett
* Director December 11, 2000
-------------------------
Robert Spiegel
* /s/ Kathryn L. Hoenig
----------------------------------------------
Kathryn L. Hoenig, Attorney-in-Fact,
pursuant to the powers of attorney previously filed
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5.1 to this Registration Statement)
24.1 Powers of Attorney (filed as Exhibit 24 to the Registration
Statement on Form S-8 filed on August 29, 1997 (File No. 333-34745)
and hereby incorporated by reference)
