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As filed with the Securities and Exchange Commission on November 17, 2000
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GLOBAL CAPITAL PARTNERS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-1807562
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
6000 Fairview Road, Suite 1420
Charlotte, NC 28210
(Address of Principal Executive Offices, Including Zip Code)
1996 STOCK OPTION PLAN
(Full Title of the Plan)
Martin A. Sumichrast
Chairman, Chief Executive Officer and President
6000 Fairview Road, Suite 1410
Charlotte, NC 28210
(704) 643-8220
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
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COPY TO:
Paul F. McCurdy, Esq.
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
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CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Per Offering Registration
to be Registered Registered (1),(3) Share (2),(3) Price (2) Fee
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Common Stock,
Par value $.05
per share 300,000 shares $2.94 $882,000 $232.85
===============================================================================
(1) Pursuant to Rule 416 under the Securities Act, there are also registered
hereunder such additional Common Shares as may become issuable under the
1996 Stock Option Plan through the operation of applicable anti-dilution
provisions.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933, as
amended (the "Securities Act"). The price per share is estimated based on
the average of the high and low trading prices for the Common Stock on
November 15, 2000 as reported by Nasdaq SmallCap Market.
(3) This Registration Statement on Form S-8 is being filed pursuant to Rule 429
under the Securities Act of 1933, as amended (the "Securities Act").
1,200,000 shares of Common Stock were previously registered, and an
aggregate fee of $2,416.97 was previously paid, under our Registration
Statements on Form S-8, no. 333-25887, no. 333-56973 and no. 333-33930,
each of which is hereby combined with this Registration Statement under
Rule 429.
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EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 of Global Capital
Partners Inc. (the "Registrant") is to register an additional 300,000 shares of
the Registrant's common stock, par value $.05 per share (the "Common Stock"),
issuable pursuant to the Registrant's 1996 Stock Option Plan, as amended on
December 17, 1997, April 12, 1999, November 9, 1999 and September 21, 2000 (the
"Plan").
The contents of Registration Statements on Form S-8, no. 333-25887, no.
333-56973 and no. 333-33930, each previously filed by the Registrant and
relating to 400,000, 200,000 shares and 600,000 respectively, of the Common
Stock to be offered pursuant to the Plan, are incorporated by reference hereto
pursuant to General Instruction E to Form S-8.
The document(s) containing the information concerning the Plan specified in
Part I of the instructions to Registration Statement on Form S-8 have been or
will be sent or given to the participants in the Plan, as specified by Rule
428(b)(1) under the Securities Act of 1933 (the "Securities Act"). In accordance
with the Note to Part I of the instructions to Registration Statement on Form
S-8, such documents are not filed with the Securities and Exchange Commission
either as part of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II hereof, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to incorporate by reference the information we file with
it. The information incorporated by reference is considered to be part of this
report, and later information filed with the SEC will update and supersede that
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act of 1934, as amended.
o Our Annual Report on Form 10-KSB for the year ended March 31, 2000.
o Our Quarterly Report on Form 10-QSB for the quarter ended June 30,
2000.
o Our Quarterly Report on Form 10-QSB for the quarter ended September
30, 2000.
o Our Proxy Statement relating to the Annual Meeting of Stockholders
held on September 21, 2000, filed on August 25, 2000.
o The description of the Common Stock as set forth in our Registration
Statement on Form S-1 No. 33-89544 filed with the SEC on February 15,
1995 including any amendment thereto or report filed for the purpose
of updating such description.
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ITEM 8. EXHIBITS.
The following opinion and consents are attached hereto as exhibits:
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Kelley Drye & Warren LLP regarding the legality of the
securities being registered.
23.1 Consent of Spicer, Jeffries & Co.
23.2 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Charlotte, state of North Carolina, on this 17th
day of November, 2000.
GLOBAL CAPITAL PARTNERS INC.
By: /S/ MARTIN A. SUMICHRAST
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Name: Martin A. Sumichrast
Title: Chairman, Chief Executive Officer,
President and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ MARTIN A. SUMICHRAST Chairman, Chief Executive
------------------------------------- Officer, President and November 17, 2000
Martin A. Sumichrast Director
(Principal Executive
Officer)
/S/ KEVIN D. MCNEIL Vice President, Secretary,
------------------------------------- Treasurer and Chief November 17, 2000
Kevin D. McNeil Financial Officer
(Principal Financial and
Accounting Officer)
------------------------------------ Director November 17, 2000
Michael Sumichrast, Ph.D
/S/ FRANK DEVINE
------------------------------------ Director November 17, 2000
Frank Devine
/S/ DR. LAWRENCE CHIMERINE
------------------------------------ Director November 17, 2000
Dr. Lawrence Chimerine
/S/ PAUL F. MCCURDY, ESQ.
------------------------------------ Director November 17, 2000
Paul F. McCurdy, Esq.
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Kelley Drye & Warren LLP regarding the
legality of the securities registered hereunder.
23.1 Consent of Spicer, Jeffries & Co.
23.2 Consent of Kelley Drye & Warren LLP(included in Exhibit 5.1).
