As filed with the Securities and Exchange Commission on July 3, 1996
Registration No. 33-70566
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
M. H. MEYERSON & CO., INC.
(Name of small business issuer in its charter)
New Jersey 8-8381 13-1924455
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code No.) Identification No.)
organization
30 Montgomery Street, Jersey City, NJ 07302
(201)332-3380
(Address and telephone number of principal executive offices
Michael Silvestri
President
30 Montgomery Street, Jersey City, NJ 07302
(201) 332-3380
(Name, address and telephone number
of agent for service)
Copies to:
John S. Stoppelman, Esq.
The Stoppelman Law Firm, P.C.
1749 Old Meadow Road
Suite 610
McLean, VA 22102
(703) 827-7450
Approximate date of proposed sale to the public:
As soon as reasonably practicable after effective date of this Registration
Statement
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of each Amount to be price per offering registration
class of securities registered Unit or Share price fee
to be registered
Warrants to
purchase one (1)
share of Common
Stock 2,300,000 -- -- --
Common Stock,
par value $.01
per share, issuable
upon exercise of
Redeemable Common
Stock Purchase
Warrants 2,300,000 $ 4.00 $9,200,000 $3,173
Total Registration Fee. . . . . . . . . . . . . . . . . . . . $3,173
(1) Assumes exercise of 2,300,000 Redeemable Common Stock Purchase Warrants.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
M. H. MEYERSON & CO., INC.
Cross-Reference Sheet Showing Location in Prospectus
of Information Required by Items of Form S-3
Form S-3 Registration Statement Item and Heading Location in Prospectus
Front of Registration Statement and
Outside Front Cover of Prospectus ........ Forepart of the Registration
Statement; Outside Front Cover
Page of Prospectus; Additional
Information
Inside Front and Outside Back
Cover Pages of Prospectus ................ Inside Front and Outside Back
Cover Pages of Prospectus;
Available Information;
Incorporation of Certain
Documents by Reference
Summary Information and Risk Factors ..... Prospectus Summary; Risk Factors
Use of Proceeds .......................... Prospectus Summary; Use of
Proceeds
Determination of Offering Price .......... Outside Front Cover Page of
Prospectus; Determination of
Offering Price
Dilution ................................. Risk Factors - Dilution to
Public; Dilution
Selling Security Holders ................. Not Applicable
Plan of Distribution ..................... Outside Front Cover Page of
Prospectus
Litigation ............................... Litigation
Description of Securities ................ Front Cover Page; Prospectus
Summary; Description of
Securities
Interests of Named Experts and Counsel ... Not applicable
Change in or Disagreement with Accountants Not Applicable
<PAGE>
PROSPECTUS
M. H. MEYERSON & CO., INC.
2,300,000 Redeemable Common Stock Purchase Warrants
The Board of Directors of M.H. Meyerson & Co., Inc. has voted to seek
warrant holder approval for a proposed amendment to the terms of the 2,300,000
Redeemable Common Stock Purchase Warrants (the "Warrants"), issued in the
Company's initial public offering dated January 18, 1994, in the following
manner. Each amended Warrant would entitle the holder to purchase one (1)
share of Common Stock, par value $.01 per share (the "Common Stock"), at a
reduced price of $4.00 per share (the "Exercise Price"), as amended from the
original price of $4.50, for a period of five (5) years following the date of
the original offering. The amended Warrants would be redeemable by the Company
for $.01 per Warrant upon forty-five (45) days written notice, provided that
the average closing price or bid price of the Common Stock equals or exceeds
$5.00 per share (the "Redemption Price")(reduced from $9.60 per share), for
three (3) consecutive business days (reduced from 10 days). The amended terms
of the Warrants will not take effect without the approval of a majority of the
outstanding Warrants. See "Description of Securities."
This Prospectus reflects the changes that would take effect upon receipt
of written approval of the majority of outstanding Warrants. Each unamended
Warrant entitles the holder to purchase one (1) share of Common Stock, par
value $.01 per share (the "Common Stock"), at a price of $4.50 per share for a
period of five years commencing January 18, 1994. The unamended Warrants are
redeemable by the Company for $.01 per Warrant, at any time upon thirty (30)
days written notice, if the average closing price or bid price of the Common
Stock for ten (10) consecutive business days equaled or exceeded $9.60 per
share.
THE AMENDED TERMS OF THE WARRANTS WILL NOT TAKE EFFECT WITHOUT THE
APPROVAL OF A MAJORITY OF THE OUTSTANDING WARRANTS. ONLY WARRANT HOLDERS AS
OF THE CLOSE OF BUSINESS ON THE DATE OF EFFECTIVENESS OF THIS PROSPECTUS WILL
BE ENTITLED TO VOTE ON THE AMENDMENT TO THE TERMS OF THE WARRANTS. SUCH
WARRANT HOLDERS MAY MANIFEST THEIR CONSENT TO THE AMENDED TERMS OF THE WARRANTS
BY SIGNING AND DATING THE ATTACHED CONSENT FORM AND RETURNING IT TO THE ADDRESS
PROVIDED THEREON. YOU MUST SIGN THE ENCLOSED CONSENT FORM AND RETURN IT IN THE
ENVELOPE PROVIDED IN ORDER TO VOTE FOR THE AMENDMENT TO THE TERMS OF THE
WARRANTS.
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK AND SUBSTANTIAL IMMEDIATE DILUTION. SEE "RISK FACTORS" AND "DILUTION".
The Warrants are quoted on the National Association of Securities Dealers
Automated Quotation SmallCap System under the symbol MHMYW. For factors
considered in determining the initial public offering price of the Warrants,
see "Determination of Offering Price."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Price to Public Tender Fees and Proceeds to Company(2)(3)
Commissions(1)
Per Warrant $4.00 $0.10 $3.90
Total $9,200,000 $230,000 $8,970,000
(1) The Company will pay a commission of 2.5% ($.10 per Warrant) to
Broker-Dealers for each amended Warrant tendered for exercise by such
Broker-Dealer on behalf of it or its customers.
(2) Assumes the exercise of 2,300,000 amended Warrants.
(3) Before deducting estimated expenses of the offering including legal,
accounting, printing and filing fees of approximately $75,000 incurred by
the Company.
The Warrants are being offered subject to a declaration by the U.S.
Securities and Exchange Commission that the registration statement is
effective, as specified herein, and subject to the approval of a majority of
the then outstanding Warrants, and to certain other conditions.
The date of this Prospectus is , 1996.
<PAGE>
AVAILABLE INFORMATION
M. H. Meyerson & Co., Inc. ("Meyerson" or the "Company") has filed a
registration statement on Form S-3 ("Registration Statement") under the
Securities Act of 1933, as amended ("1933 Act") with the Securities and
Exchange Commission ("SEC"), with respect to the securities being offered by
this prospectus ("Prospectus"). This Prospectus, which constitutes a part of
the Registration Statement, does not contain all the information set forth in
the Registration Statement and the exhibits thereto. For further information
with respect to the Company and the securities offered hereby, reference is
made to the Registration Statement and the exhibits thereto. All of these
documents may be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the SEC's Regional Offices at 7 World Trade
Center, 13th Floor, New York, New York 10007 and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies may be
obtained at the prescribed rates from the Public Reference Section of the SEC
at its principal office in Washington, D.C. Statements contained in this
Prospectus as to the contents of any contract or other document referred to are
not necessarily complete and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference.
The Company furnishes to its shareholders and holders of its Warrants
annual reports containing financial statements audited by its independent
certified public accountants, and with quarterly reports containing unaudited
summary financial information for the first three quarters of each fiscal year.
Such reports will be available upon request.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission and the
National Association of Securities Dealers are incorporated herein by
reference.
(a) Annual Report on Form 10-KSB for the fiscal year ended January 31, 1996;
(b) Quarterly Report on Form 10-QSB for the quarter ended April 30, 1996;
(c) The description of the Company's Common Stock as contained in the
Company's Form 8-A dated March 15, 1994.
(d) Registration Statement on Form SB-2 as declared effective by the
Commission on January 18, 1994.
All reports and other documents filed by the Company pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Securities Act"), subsequent to the date of this Prospectus and prior to
the termination of the offering made by the Prospectus shall be deemed to be
incorporated by reference herein. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company undertakes to provide without charge to each person to whom a
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the information incorporated by reference in this Prospectus,
other than exhibits to such information. Requests for such copies should be
directed to John S. Stoppelman, the Stoppelman Law Firm, 1749 Old Meadow Road,
Suite 610, McLean, VA 22102 (telephone: 703-827-7450).
<PAGE>
PROSPECTUS SUMMARY
This summary is qualified in its entirety by the other information and
financial statements appearing elsewhere in the Prospectus or incorporated by
reference herein. Unless otherwise indicated, the information appearing in
this Prospectus does not give effect to the Common Stock issuable upon the
exercise of the Warrants or the Underwriter's Unit Purchase Option.
The Company
General
M. H. Meyerson & Co., Inc., a securities firm originally founded in 1960,
conducts its business in four (4) separate divisions. These are Wholesale
Trading, Correspondent Services, Retail Services, and Investment Banking.
These four (4) divisions are functionally supported by the Compliance
Department and the Back Office Department (operations).
As of March 31, 1996, the Company had one hundred sixty employees (160),
one hundred eight (108) of which were registered representatives, including
twenty-five (25) registered principals, licensed by the National Association of
Securities Dealers ( NASD ) and various state securities commissions. The
balance of the Company s employees, which number thirty (52), are support
staff.
The Company s largest division (in revenue contribution) is wholesale
market making, which means engaging in principal transactions on behalf of its
proprietary trading accounts in what are usually dealer to dealer transactions.
The Company employs eighteen (18) securities traders and twenty-four (24)
assistant traders who, with management supervision, conduct the Company s high
volume trading operations. The Company s traders are compensated by receiving
a fixed percentage of the profits from trading after deduction of general
expenses. The traders are party to employment contracts which provide for
individual liability for any funds owed the Company relating to losses, if any,
incurred from trading activities. Pursuant to these employment contracts, the
individual traders are restricted to Company imposed limits as to the extent of
the trading positions they are permitted by the Company to maintain. Traders
are also required by the Company to maintain a reserve, the size of which is a
factor by which the trading position limit is determined. This reserve is also
available to offset trading losses, if any, suffered by the individual trader
in his trading account. The Company endeavors to observe high standards of
commercial honor and just and equitable principles of trade in conducting its
business.
In its market making function, the Company carries long or short trading
positions in various securities. The Company currently trades over one hundred
million shares of common stock, preferred stocks and warrants per month. The
Company s clearing agent for market making and trading activities is Spear,
Leeds & Kellogg, Inc., members of the New York and other principle stock
exchanges, of New York City, New York. The Company has contracted with an
information services provider to supply trading information regarding
securities in which the Company has an investment interest. The Company
obtains daily printouts that inform the traders regarding financial and market
information on a current basis. As of March 1996, the Company was a market
maker in approximately two thousand five hundred (2,500) securities.
The Company s trading activities have substantially increased with the
addition of several automated trading systems such as Instinet, ACT, Selectnet,
BNET, and the automated ticketless Brass trading program. The Brass system,
which, in effect, makes trading paperless , enhances the ability of the
traders to focus on market conditions by eliminating the prior administrative
burden incumbent in trading. The Selectnet and Instinet networks link the
Company with trading partners throughout the United States, including other
brokerage firms, block trading desks and specialists on the regional exchanges.
These systems provide the Company with access into every major securities
exchange on a worldwide basis. The Company also employs the Autex electronic
volume monitoring system. Through Autex, the Company can determine the
percentage of the Company s relative trading volume in a specific security.
The Company s Correspondent Services division provides competitive
execution services primarily to retail securities firms who utilize the Company
to fill buy or sell orders in over-the-counter and listed securities for their
respective retail customers. The Company's Correspondent Service facilitates
large retail firms, including discount brokers and banks, in obtaining instant
execution of their respective customers orders.
<PAGE>
The Company s Retail Sales division consists of fifty-four (54) registered
representatives, including nine (9) registered principals, who collectively
maintain the majority of the Company s retail securities accounts. The Company
s retail customer accounts are carried on a fully disclosed basis by Bear,
Stearns Securities Corp.,members of the New York and other principle stock
exchanges, pursuant to a clearing agreement. This agreement provides that
customer securities positions and credit balances are insured up to $50,000,000
by Securities Investors Protection Corp. ( SIPC ) and supplementary private
insurance coverage. All customer credit balances are subject to immediate
withdrawal from Bear, Stearns Securities Corp., at the discretion of the
customer.
The Company s Investment Banking division consists of four (4)
professionals. The primary function of this department is to conceptualize,
plan and execute capital formation for small, growing companies which have the
potential, in the Company s judgement, to become successful public companies.
The Department is engaged in the structuring, management and participation in
public offerings and private placements of primarily equity securities. It
also advises its clients in connection with mergers, acquisitions and
divestitures.
The Company also serves as the managing underwriter or co-underwriter in
initial public offerings and private placements of primarily equity securities.
Since 1990, the Company has been the managing or co-managing underwriter of
fifteen (15) initial public offerings and four (4) private placements which
raised in excess of one hundred twenty five million dollars ($125,000,000).
The Company generally underwrites small capitalization growth companies in
their relatively fast growth stage. These companies are generally in
information technologies, such as software, medical products and
pharmaceuticals. The Company has also been a syndicate or selling group member
in approximately ninety-six (96) underwritings.
M. H. Meyerson & Co., Inc. is currently registered for retail distribution
in the following jurisdictions:
Alabama Kansas Ohio
Alaska Louisiana Oklahoma
Arizona Maine Oregon
California Maryland Pennsylvania
Colorado Massachusetts Rhode Island
Connecticut Michigan South Carolina
Delaware Minnesota South Dakota
District of Columbia Mississippi Tennessee
Florida Missouri Texas
Georgia Nevada Utah
Hawaii New Hampshire Vermont
Illinois New Jersey Virginia
Indiana New York West Virginia
Iowa North Carolina Wisconsin
Wyoming
Government Regulation
The securities industry in the United States is subject to extensive
regulation under both federal and state laws. The Securities and Exchange
Commission ( SEC ) is the federal agency responsible for the administration of
the federal securities laws. The Company is registered as a broker/dealer with
the SEC. Much of the regulation of broker/dealers has been delegated to
self-regulated organizations, principally the NASD and national securities
exchanges such as NASDAQ. These self-regulatory organizations adopt rules
(subject to approval by the SEC) that govern the industry and conduct periodic
examinations of the Company s operations. Securities firms are also subject to
regulation by state securities administrators in those states in which they
conduct business. The Company is currently registered as a broker/dealer in 42
states and the District of Columbia.
Broker/dealers are subject to regulation covering all aspects of the
securities business, including sales method, trade practices among
broker/dealers, use and safekeeping of customers funds and securities, capital
structure of securities firms, record-keeping and the conduct of directors,
officers and employees. Additional legislation, changes in rules promulgated
by the SEC and self-regulatory organizations, or changes in the interpretation
or enforcement of existing laws and rules may directly affect the mode of
operation and profitability of broker/dealers. The SEC, self-regulatory
organizations and state securities commissions may conduct administrative
proceedings which can result in censure, fine, the issuance of cease-and-
desist orders or the suspension or expulsion of a broker/dealer, its officers
or employees. The principal purpose of regulation and discipline of
broker/dealers is the protection of customers and the securities markets,
rather than protection of creditors and stockholders of broker/dealers.
<PAGE>
The SEC's Net Capital Rule imposes minimum financial requirements for all
registered broker/dealers doing business with the public. The Company is
subject to the requirements of this rule. The Net Capital Rule places limits
on certain of the Company's operations, such as underwriting activities and
market making and other principal trading activities. A decrease below minimum
net capital in the form of a significant operating loss or any unusually large
charge against the Company's net capital could adversely affect the ability of
the Company to expand or even maintain its present levels of business. See
"Risk Factors-Effect of Net Capital Requirements."
The Offering
Securities Offered
Terms of Redemption 2,300,000 Warrants. Upon receipt by the Company of
written approval of the amended terms of the Warrants by
the majority of outstanding Warrants, each amended Warrant
would entitle the holder to purchase one (1) share of
Common Stock (the "Common Stock") at $4.00 per share. The
amended Warrants would expire five (5) years from January
18, 1994 unless redeemed sooner. See "Risk Factors -
Redeemable Warrants" and "Description of Securities -
Terms of Redeemable Warrants."
Shares of Common
Stock Outstanding(1)
Before and After the
Offering 4,993,335 shares as of May 31, 1996; 7,293,335 shares
post-offering.
Estimated Net
Proceeds Approximately $8,895,000 after deducting estimated
offering expenses of approximately $305,000.
Use of Proceeds To increase the Company's working capital for market
making, riskless arbitrage trading, underwriting, venture
capital investments, expansion of the Company's retail
brokerage operations, and expansion of the Company's bond
trading operations. See "Use of Proceeds."
Risk Factors Investment in the amended Warrants entails a high degree
of risk and immediate substantial dilution. See "Risk
Factors" and "Dilution."
NASDAQ Symbols Common Stock MHMY
Warrants MHMYW
(1) Assumes exercise of the amended Warrants. Assumes no exercise of the
Underwriter's Warrants.
<PAGE>
Summary Financial Information
The following summary financial information has been summarized from the
Company's Financial Statements included elsewhere in this Prospectus. The
information should be read in conjunction with the Financial Statements and the
related notes thereto.
<TABLE>
<CAPTION>
January 31,
1996 1995 1994
Balance Sheet Data:
<S> <C> <C> <C>
Assets $ 19,379,985 $ 19,153,227 $ 21,517,163
Liabilities 7,324,848 7,474,145 7,899,533
Subordinated Debt 0 0 1,500,000
Shareholders' Equity 12,055,137 11,679,082 12,117,630
</TABLE>
Statement of Operations Data:
<TABLE>
<CAPTION>
Year Ended January 31,
1996 1995 1994
Revenues
<S> <C> <C> <C>
Net gain on securities
transactions $ 21,088,570 $ 14,466,377 $ 18,736,283
Underwriting 1,262,448 4,405,005 2,371,938
Commissions 2,263,490 1,276,943 450,545
Interest and other revenue 330,613 437,377 38,527
Total Revenues 24,945,121 20,585,702 21,597,293
Expenses
Compensation and benefits 13,466,583 11,422,283 10,916,654
Clearance charges 4,536,060 4,119,228 3,815,282
Communications 2,244,565 1,936,361 1,548,544
Professional fees 537,443 710,173 683,610
Occupancy and equipment costs 630,145 537,398 518,913
Other operating expenses 2,390,849 2,579,983 1,732,552
Total Expenses 23,805,645 21,305,426 19,215,555
Income (Loss) Before Taxes 1,139,476 (719,724) 2,381,738
Provision For Income Taxes 464,689 (121,870) 951,748
Net Income $ 674,787 $ (597,854) $ 1,429,990
</TABLE>
The Company intends to furnish its shareholders with annual reports
containing audited financial statements and opinion thereon expressed by its
independent auditors, and with quarterly reports for the first three quarters
of each fiscal year containing unaudited summary financial information.
<PAGE>
RISK FACTORS
Exercise of Warrants under their amended terms is speculative and involves
a high degree of risk and substantial dilution. In addition to the other
information contained in this Prospectus, the following should be considered
carefully in evaluating the Company and its business before purchasing the
amended Warrants offered by this Prospectus.
Risks Related to the Company
1. Nature of Company's Business
The Company's securities business by its nature is subject to various
risks, particularly in volatile markets. These include the incurrence of
losses from trading and underwriting of securities, customer inability to meet
commitments (such as margin obligations), customer default and employee
misconduct and errors.
The Company's revenues, like those of other firms in the securities
industry, are directly related to fluctuations in trading volume and price
levels of securities. Such fluctuations are directly affected by regional,
national and international economic, regulatory and political conditions, broad
trends in business and finance and interest rates. Low trading volume and
lack of increasing securities prices generally result in reduced commissions
and investment banking revenues for firms such as the Company. In the past,
heavy trading volume has caused clearing and processing problems for the
securities industry and may do so in the future. In periods of reduced volume
or decreasing securities prices, profitability for firms such as the Company
may be adversely affected since many costs other than commission compensation
are relatively fixed.
Participation in underwriting of securities subjects the Company to a risk
of loss if the Company is unable to resell the securities underwritten. In
addition, in connection with underwriting activities, the Company is subject to
a risk of liability and expense resulting from possible claims against the
Underwriter under federal and state securities laws.
2. Broad Discretion in Application of Proceeds
The management of the Company has broad discretion to adjust the
application and allocation of the net proceeds of this Offering, including
funds received upon exercise of the Warrants, in order to address changed
circumstances and opportunities. Pending use of such proceeds, the net
proceeds of this Offering will be invested by the Company in short-term,
interest bearing obligations or marketable securities. See "Use of Proceeds."
3. Substantial Control by Officers and Directors
Based upon the number of shares of Common Stock that will be outstanding
upon completion of this Offering, officers and directors of the Company and
persons who may be deemed to be affiliates, as a group, beneficially own
approximately thirty-eight percent (38%) of the Company's outstanding Common
Stock, assuming no exercise of the Underwriter's Warrants or outstanding
options to purchase common stock of the Company. As a result, officers and
directors of the Company and their affiliates may be able to elect all members
of the Board of Directors and may retain the voting power to approve all
matters requiring approval by the Shareholders of the Company.
<PAGE>
4. Dependence Upon Key Personnel
The Company is dependent, in particular, upon the services of its
Chairman, Martin H. Meyerson and its President, Michael Silvestri. If either
Mr. Meyerson or Mr. Silvestri is unable to perform his duties for whatever
reason, the Company's business could be adversely affected. The Company
therefore has obtained key person life insurance policies on Martin H. Meyerson
and Michael Silvestri with coverage on each in the amount of $1,000,000.
5. Competition
All aspects of the business of the Company are highly competitive. The
Company competes directly with numerous other securities brokers and dealers,
investment banking firms, life insurance sales agencies, investment advisors
and, indirectly for investment funds, with commercial banks. Many of the
Company's competitors have substantially greater capital and other resources
than the Company. The Company also competes with commercial banks in
government, government agency and municipal securities dealer activities. Some
commercial banks and thrift institutions also offer securities brokerage
services and many commercial banks offer a variety of investment banking
services. Competition among financial services firms also exists for
investment representatives and other personnel.
The securities industry has become considerably more concentrated and more
competitive since the latter 1960's as numerous securities firms have either
ceased operation or have been acquired by or merged into other firms. In
addition, companies not engaged primarily in the securities business, but
having substantial financial resources, have acquired leading securities firms.
These developments have increased competition from firms with greater capital
resources than those of the Company. Furthermore, numerous commercial banks
have petitioned the Board of Governors of the Federal Reserve System for
permission to enter into various new business activities from which they are
currently barred, such as underwriting certain mortgage-backed and municipal
revenue securities and securities backed by consumer loans. Various
legislative proposals, if enacted, would also permit commercial banks to engage
in such activities. Ultimately, these developments or other developments of a
similar nature may lead to the creation of integrated financial service firms
that offer a broader range of financial services.
The securities industry has experienced substantial commission discounting
by broker/dealers competing for institutional and individual brokerage
business. In addition, an increasing number of specialized firms now offer
"discount" services to individual customers. These firms generally effect
transactions for their customers on an "execution only" basis without offering
other services such as portfolio valuation, investment recommendations and
research. The continuation of such discounting and an increase in the number
of new and existing firms offering such discounts could adversely affect the
Company's agency retail business.
6. Risks of Principal Transactions
The Company's securities trading, market making and underwriting
activities involve the purchase and sale of securities as a principal. These
involve the risks of a change in the market price of such securities and of
decreases in the liquidity of markets, which can limit the Company's ability to
sell securities purchased or to purchase securities sold in such transactions.
Trading securities as a principal and underwriting corporate securities
represent an important part of the Company's business and subject the Company's
capital to significant risk.
<PAGE>
7. Regulation
The Company's business is, and the securities industry generally is,
subject to extensive regulation at both the federal and state level by various
regulatory agencies which are charged with protecting the interests of
customers. Self-regulatory organizations such as the National Association of
Securities Dealers, Inc. (the "NASD") and state securities commissions require
strict compliance with their respective rules and regulations. Failure to
comply with any of these laws, rules and regulations could result in fines,
suspension or industry expulsion, which could have a material adverse effect
upon the Company.
8. Effect of Net Capital Requirements
The SEC's Net Capital Rule imposes minimum financial requirements for all
registered broker/dealers doing business with the public. The Company is
subject to the requirements of this rule. The Net Capital Rule places limits
on certain of the Company's operations, such as underwriting activities and
market making and other principal trading activities. A decrease below minimum
net capital in the form of a significant operating loss or any unusually large
charge against the Company's net capital could adversely affect the ability of
the Company to expand or even maintain its present levels of business.
9. Dilution
The holders of the amended Warrants will incur an immediate substantial
dilution from the exercise price in the net tangible book value of the
securities issued. The current shareholders of the Company will realize an
immediate increase in net tangible book value of their shares of Common Stock.
Further dilution may occur if the Underwriter's Warrants are exercised in part
or in full. See "Dilution."
10. NASDAQ Maintenance Requirements; Possible Delisting of Securities from
NASDAQ System; Risks of Low-Priced Stocks
If the Company is unable to satisfy NASDAQ's maintenance criteria in the
future, its securities will be subject to being delisted, and trading, if any,
would thereafter be conducted in the over-the-counter market in the so-called
"pink sheets" or the "Electronic Bulletin Board" of the National Association of
Securities Dealers, Inc. ("NASD"). As a consequence of such delisting, an
investor could find it more difficult to dispose of, or to obtain accurate
quotations as to the price of, the Company's securities.
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure, relating to the market for penny stocks, in connection
with trades in any stock defined as a penny stock. The SEC has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
Such exceptions include any equity security listed on NASDAQ and any equity
security issued by an issuer that has (I) net tangible assets of at least
$2,000,000, if such issuer has been in continuous operation for three years,
(ii) net tangible assets of at least $5,000,000, if such issuer has been in
continuous operation for less than three years, or (iii) average annual revenue
of at least $6,000,000 if such issuer has been in continuous operation for less
than three years. Unless an exception is available, the regulations require
the delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated therewith.
<PAGE>
If the securities offered hereby are removed from listing by NASDAQ at any
time following the effective date of this Offering, the Company's securities
may become subject to rules that impose additional sales practice requirements
on broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally those with assets in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 together with their
spouse). For transactions covered by these rules, the broker/dealer must make
a special suitability determination for the purchase of such securities and
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a
disclosure schedule prepared by the Commission relating to the penny stock
market. The broker/dealer also must disclose the commissions payable to both
the broker/dealer and the registered representative, current quotations for the
securities and, if the broker/dealer is the sole market maker, the
broker/dealer must disclose this fact and the broker/dealer's presumed control
over the market. Finally, monthly statements must be sent disclosing recent
price information for the penny stock held in the account and information on
the limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker/dealers to sell the Company's securities and may
affect the ability of purchasers in this Offering to sell the Company's
securities in the secondary market.
The Company's Common Stock, as of the date of this Prospectus, is not
technically within the definitional scope of a penny stock, and is exempt from
the definition of penny stock by law because it is listed on NASDAQ. However,
in the event that the Common Stock were subsequently to become characterized as
a penny stock, the market liquidity for the Company's securities could be
severely affected. In such an event, the regulations on penny stocks could
limit the ability of broker/dealers to sell the Company's securities and thus
the ability of purchasers of the Company's securities to sell their securities
in the secondary market. See "Description of Securities."
11. Director Liability
The Company has adopted the provisions of the New Jersey Business
Corporation Act permitting the Company to limit the liability of the Company's
directors to the Company and its stockholders for monetary damages and for
breach of fiduciary duty as a director. This could have the effect of making
it more difficult for the shareholders to recover against the officers
and/or directors of the Company for alleged breaches of fiduciary duties and
other matters.
12. Personnel Turnover
A substantial portion of the Company's revenue is generated through the
activities of its securities traders and registered representatives. The
inability to retain traders or such representatives or the inhibition of such
customer contact by regulation or otherwise could have a material adverse
impact on the Company's business and financial condition. Similarly,
although there has been limited turnover in the area, the loss of qualified
operations personnel could also have a material adverse impact on the Company.
<PAGE>
13. Dividends
The Company authorized a dividend in the amount of $.03 per share for
fiscal year 1995. Each Director of the Company waived his right to receive
payment of such dividend. Therefore, the Company paid only $74,319 in dividends
to shareholders of the Company. The Company did not pay dividends in fiscal
year 1996. The payment of any future dividends will depend on such factors as
earning levels, anticipated capital requirements, the operating and financial
condition of the Company and other factors deemed relevant by the Board of
Directors. See "Dividend Policy."
14. Use of Proceeds for Venture Capital Investments
The Company intends to use a portion of the proceeds from this offering to
invest in venture capital opportunities and/or private placements. Such
investment decisions will be in the sole discretion of the Company's Board of
Directors. Prospective Shareholders of the Company will have no control over
decisions by the Board of Directors to invest in any such capital venture
opportunities.
Risks Related to the Offering
1. Shares Eligible for Future Sale
Upon completion of this Offering, assuming the Warrants are amended and
exercised in full, the Company will have outstanding 7,293,335 shares of
Common Stock. Of these shares, the 2,300,000 shares of Common Stock sold in
the Company's initial public offering and the 2,300,000 shares underlying the
Warrants offered hereby will be freely tradable. All of the remaining
outstanding shares ("Restricted Shares") were issued by the Company in reliance
upon exemptions from the registration requirements of the 1933 Act and may not
be sold unless they are so registered thereunder or are sold pursuant to an
applicable exemption from registration including Rule 144 which governs the
sales of restricted securities.
Under Rule 144, a stockholder who has beneficially owned Restricted Shares
for at least two (2) years (including persons who may be deemed to be
"affiliates" of the Company under Rule 144) may sell within any three (3) month
period a number of shares that do not exceed the greater of: a) one percent
(1%) of the then outstanding shares of a particular class of the Company's
Common Stock as reported on its 10-Q filing, or b) the average weekly volume on
NASDAQ during the four (4) calendar weeks preceding such sale and may only sell
such shares through unsolicited brokers' transactions. A stockholder who is
not deemed to have been an "affiliate" of the Company for at least ninety (90)
days and who has beneficially owned his shares for at least three (3) years
would be entitled to sell such shares under Rule 144 without regard to the
volume limitations described above.
Sales of substantial amounts of shares of the Company's Common Stock,
pursuant to Rule 144 or otherwise, could adversely affect the market price of
the Common Stock and make it more difficult for the Company to sell equity
securities in the future at a time and price which the Company deems
appropriate. See "Shares Eligible for Future Sale."
2. Arbitrary Determination of Warrant Exercise Price
The exercise price for the amended Warrants has been determined by the
Company. This price does not necessarily bear any relationship to the
Company's assets, book value, net worth or results of operations of the Company
or any other established criteria of value. See "Determination of Offering
Price" and "Description of Securities."
<PAGE>
3. Redeemable Warrants
The amended Warrants would be redeemable by the Company for $.01 per
Warrant, at any time, upon thirty (30) days prior written notice, if the
average closing price or bid price of the Common Stock for three (3)
consecutive business days equals or exceeds $5.00 per share (the "Redemption
Price"). The Redemption of the amended Warrants by the Company could force the
holders to exercise the amended Warrants and pay the exercise price at a time
when it may be disadvantageous for the holders to do so, to sell the amended
Warrants at the then current market price when they might otherwise wish to
hold the amended Warrants, or to accept the redemption price, which is likely
to be substantially less than the market value of the amended Warrants at the
time of redemption. In the event of the exercise of a substantial number of
amended Warrants offered hereby within a reasonably short period of time after
the right to exercise commences, the resulting increase in the amount of
Common Stock of the Company in the trading market could substantially affect
the market price of the Common Stock. See "Description of Securities - Common
Stock Purchase Warrants."
4. Underwriter's Unit Purchase Options
Subject to the requirements of the SEC and NASD, the Company granted to
the Underwriter in its initial public offering of the Company's common stock,
as partial consideration for services rendered, options to purchase up to
200,000 units (the "Underwriter's Unit Purchase Option") at an exercise price
of $6.60 per Unit. The Underwriter's Unit Purchase Option has not been
exercised to date. Upon exercise of the Underwriter's Unit Purchase Option,
the shares underlying the Underwriter's Unit Purchase Option will be freely
tradeable. An exercise of the Underwriter's Unit Purchase Options, which may
be effected at any time, either in whole or in part, until January 18, 1999,
may adversely affect the Company's ability to obtain equity capital, and, if
the Common Stock issuable upon the exercise of the Underwriter's Unit Purchase
Options is sold in the public market, may adversely affect the market price of
the Company's Common Stock. The Underwriter's Unit Purchase Options, the Units
issuable upon the exercise of the Underwriter's Unit Purchase Options, the
Common Stock, Warrants comprising such Units, and the Common Stock issuable
upon exercise of such Warrants were included in the Registration Statement on
Form SB-2 dated January 18, 1994. The Company has agreed to keep such
Registration Statement current, which would result in substantial expense to
the Company. This obligation is in addition to certain registration rights
granted to the Underwriter.
5. Possible Inability to Maintain Effectiveness of Registration Statement
The Company intends to keep the Registration Statement of which this
Prospectus is a part, effective during the pendency of the entire offering,
including the periods during which the amended Warrants are exercisable.
However, there is no guarantee that the Company will be able to do so or that
the Company will be able to comply with all regulatory requirements. In the
event that the Company is unable to keep the Registration Statement effective,
a holder of the amended Warrants might not be able to exercise such amended
Warrants for shares of Common Stock. See "Description of Securities-Common
Stock Purchase Warrants".
<PAGE>
USE OF PROCEEDS
Upon receipt by the Company of written approval of the amended terms of
the Warrants by the majority of outstanding Warrants, the net proceeds to be
received by the Company from the exercise of the 2,300,000 amended Warrants
would be approximately $9,125,000 based on an exercise price of $4.00 per
amended Warrant and the deduction of the estimated offering expenses.
The Company would use the proceeds of this offering to increase the
capital its traders use both in principal and riskless arbitrage trading. The
additional capital would allow the Company to expand this area of its business
while maintaining appropriate levels of requisite net capital. In addition,
the Company plans to use a portion of the proceeds to increase its investments
in private placement transactions and venture capital opportunities. The
Company also plans to increase the size of its retail brokerage operations.
Currently, the Company has approximately fifty-four (54) employees in its
retail brokerage department. The Company also plans to expand its bond trading
operations. The Company's long term objective is to substantially increase its
retail operations and expand and evaluate its physical facilities.
The Company's specific use of net proceeds would be as follows:
1. Firm Commitment Underwriting and $2,395,000
general corporate purposes ......
2. Market Making and Riskless 2,000,000
Arbitrage .......................
3. Expansion of Retail Trading 1,000,000
Operations ......................
4. Expansion of Bond Department 1,500,000
5. Mergers and Acquisitions ........ 1,000,000
6. Investments in Private
Placements ...................... 1,000,000
Total ............................ $8,895,000
The total amount allocated to and timing of the expenditures described
above would vary depending upon numerous factors, including market and general
economic conditions. The foregoing represents the Company's best estimate of
the allocation of the net proceeds of this offering based upon current business
and economic conditions. Although the Company does not anticipate any material
changes in the proposed use of proceeds, to the extent the Company finds that
adjustment is required by reason of existing business conditions, the amounts
shown may be adjusted among the uses indicated above.
<PAGE>
DILUTION
As of April 30, 1996, the Company had a net tangible book value of
$12,696,608, or $2.55 per share of Common Stock. "Net tangible book value
per share" is the amount of the Company's total tangible assets less total
liabilities divided by the number of shares of Common Stock outstanding.
After giving effect to the exercise of 2,300,000 amended Warrants at $4.00 per
share, the net tangible book value per share of the Company as of April 30,
1996 would be $2.96. This represents an immediate increase of $.41 per share
to existing stockholders and an immediate dilution of $1.04 per share to
persons exercising such amended Warrants ("new investors"). The following
table illustrates this dilution in net tangible book value per share to new
investors:
Exercise Price of Warrants (1 share per Warrant) $4.00
Net Tangible book value per share before offering $2.55
Increase attributable to payments by new investors $ .41
Net Tangible book value per share after offering $2.96
Dilution per share to new investors $1.04
The above discussion and table assumes no exercise of the Underwriter's
Unit Purchase Option, nor any outstanding options. To the extent that any of
the above derivative securities are exercised, there may be further dilution
to new investors.
DIVIDEND POLICY
The Company authorized a dividend in the amount of $.03 per share for
fiscal year 1995. Each Director of the Company waived his right to receive
payment of such dividend. Therefore, the Company paid only $74,319 in
dividends to shareholders of the Company. The Company did not pay dividends
in fiscal year 1996.
The payment of any future dividends will depend on such factors as
earning levels, anticipated capital requirements, the operating and financial
condition of the Company and other factors deemed relevant by the Board of
Directors.
DETERMINATION OF OFFERING PRICE
The exercise price of the amended Warrants has been determined by the
Company. Among the factors considered in the determination was the market
price of the Company's Common Stock, an analysis of the areas of activity in
which the Company is engaged, the present state of the Company's business, the
Company's financial condition, the Company's prospects, an assessment of
management, the general condition of the securities market at the time of this
Offering and the demand for similar securities of comparable companies. The
exercise price of the amended Warrants does not necessarily bear any
relationship to assets, earnings, book value or other criteria of value
applicable to the Company. See "Risk Factors - Arbitrary Determination of
Warrant Exercise Price."
<PAGE>
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue up to 25,000,000 shares of Common
Stock, of which 4,993,335 shares were issued and outstanding as of May 31,
1996. The holders of Common Stock (I) have equal ratable rights to dividends
from funds legally available therefore, when, as and if declared by the Board
of Directors of the Company; (ii) are entitled to share ratably in all of the
assets of the Company available for distribution to holders of Common Stock
upon liquidation, dissolution or winding up of the affairs of the Company;
(iii) do not have preemptive, subscription or conversion rights and there are
no redemption or sinking fund provisions applicable thereto; and (iv) are
entitled to one (1) vote per share on all matters on which stockholders may
vote at all meetings of stockholders. The Common Stock does not have
cumulative voting rights. All shares of Common Stock now outstanding are
fully paid and non-assessable, and all shares of Common Stock underlying the
Warrants included in this Offering, when issued, will be fully paid and non-
assessable.
Terms of Redeemable Warrants
The Board of Directors of M.H. Meyerson & Co., Inc. has voted to seek
warrant holder approval for a proposed amendment to the terms of the 2,300,000
Redeemable Common Stock Purchase Warrants (the "Warrants"), issued in the
Company's initial public offering dated January 18, 1994, in the following
manner. Each amended Warrant would entitle the holder to purchase one (1)
share of Common Stock, par value $.01 per share (the "Common Stock"), at a
price of $4.00 per share (the "Exercise Price") for a period of five (5) years
following the date of the original offering. The amended Warrants would be
redeemable by the Company for $.01 per Warrant, at any time upon thirty (30)
days written notice, if the average closing price or bid price of the Common
Stock for three (3) consecutive business days equals or exceeds $5.00 per
share (the "Redemption Price"). The amended terms of the Warrants will not
take effect without the approval of a majority of the outstanding Warrants.
The Company will pay a commission in the amount of 2.5% ($.10 per
Warrant) to Broker-Dealers for each amended Warrant tendered for exercise by
such Broker-Dealer on behalf of it or its customers.
This Prospectus reflects the changes that would take effect upon receipt
of written approval of the majority of outstanding Warrants. Each unamended
Warrant entitles the holder to purchase one (1) share of Common Stock, par
value $.01 per share (the "Common Stock"), at a price of $4.50 per share for a
period of five years commencing January 18, 1994. The unamended Warrants are
redeemable by the Company for $.01 per Warrant, at any time after January 18,
1994, upon thirty (30) days written notice, if the average closing price or
bid price of the Common Stock for ten (10) consecutive business days equaled
or exceeded $9.60 per share.
THE AMENDED TERMS OF THE WARRANTS WILL NOT TAKE EFFECT WITHOUT THE
APPROVAL OF A MAJORITY OF THE OUTSTANDING WARRANTS. ONLY WARRANT HOLDERS AS
OF THE CLOSE OF BUSINESS ON THE DATE OF EFFECTIVENESS OF THIS PROSPECTUS WILL
BE ENTITLED TO VOTE ON THE AMENDMENT TO THE TERMS OF THE WARRANTS. SUCH
WARRANT HOLDERS MAY MANIFEST THEIR CONSENT TO THE AMENDED TERMS OF THE
WARRANTS BY SIGNING AND DATING THE ATTACHED CONSENT FORM AND RETURNING IT TO
THE ADDRESS PROVIDED THEREON. YOU MUST SIGN THE ENCLOSED CONSENT FORM AND
RETURN IT IN THE ENVELOPE PROVIDED IN ORDER TO VOTE FOR THE AMENDMENT TO THE
TERMS OF THE WARRANTS.
<PAGE>
Upon receipt of written approval of the amended terms of the Warrants by
the majority of outstanding Warrants, the amended Warrants may be exercised by
filling out and signing the appropriate notice of exercise form attached to
the Warrant and mailing or delivering the same (together with the amended
Warrant) to the Warrant Agent in time to reach the Warrant Agent prior to the
time fixed for termination or redemption of the Warrants, accompanied by
payment of the full Warrant Exercise Price. Payment of the Warrant Exercise
Price must be made in United States currency by check, cash or bank draft
payable to the order of the Company. A certificate representing the shares of
Common Stock issuable upon exercise of the Warrants will be issued as soon as
practicable after receipt of the holder's request.
A Warrant Agreement has been entered into by the Company and American
Stock Transfer & Trust Company, who serves as the Warrant Agent. Upon receipt
of written approval of the amended terms of the Warrants by the majority of
outstanding Warrants, the Warrant Agreement will continue to govern the rights
and duties of the Company and the Warrant holders with respect to the
Warrants, subject to the amended terms. Copies of the Warrant Agreement are
available for inspection upon request to the Company. The Company has
reserved a sufficient number of shares of Common Stock for issuance upon
exercise of the Warrants and such shares, when issued, will be fully paid and
nonassessable.
The holders of the amended Warrants would not be entitled to vote,
receive dividends, or exercise any of the rights of the holders of shares of
Common Stock for any purpose until such amended Warrants have been duly
exercised and payment of the respective Warrant Exercise Price has been made.
The amended Warrants would be listed for trading on NASDAQ under the symbol
MHMYW.
For the life of the amended Warrants, the holders thereof would be given
the opportunity to profit from the rise, if any, in the market price of the
Common Stock at the expense of the remaining holders of the Common Stock.
However, during the outstanding period of the amended Warrants, the Company
might be deprived of favorable opportunities to secure additional equity
capital for its business, since holders of amended Warrants may be expected to
exercise their amended Warrants at a time when the Company would be able to
obtain equity capital by a public sale of new securities on terms more
favorable than those provided in the amended Warrants.
Underwriter's Unit Purchase Options
The Company granted to the Underwriter, options to purchase up to
200,000 Units, with each Unit consisting of one (1) share of Common Stock and
one (1) unamended Warrant. The exercise price is $6.60 per Unit. This is
165% of the price of the Units as purchased by the public. The Underwriter's
Unit Purchase Option is not redeemable by the Company. To date, the
Underwriter s Unit Purchase Option has not been exercised.
New Jersey Law With Respect to Business Combinations
The Company is subject to the provisions of the New Jersey Shareholder's
Protection Act, Section 14A: 10A-1 to 14A: 10A-6, an anti-takeover law. In
general, those provisions prohibit a publicly held New Jersey corporation from
engaging in a "business combination" with a person who is an "interested
stockholder" for a period of five (5) years after the date of the transaction
in which that person became an interested stockholder, unless the business
combination is approved by the Company's Board of Directors prior to that
interested stockholder's stock acquisition date. After the expiration of such
five-year period, that person could engage in a business combination with the
resident domestic corporation only if it is approved by the affirmative vote
of the disinterested holders of two-thirds of the voting stock or if he pays
at least a formula price designed to ensure that all holders (other than that
person) of stock of the resident domestic corporation receive at least the
highest price per share paid by that person. A "business combination"
includes a merger, asset sale or other transaction resulting in a financial
benefit to the interested stockholder. An "interested stockholder" is a
person who, together with affiliates, owns (or, within three (3) years prior
to the proposed business combination, did own) ten percent (10%) or more of
the New Jersey corporation's voting stock.
<PAGE>
Transfer Agent and Registrar
The transfer agent and registrar for the Company's Common Stock and
Warrants is American Stock Transfer and Trust Company located at 40 Wall
Street, New York, New York 10005. Its telephone number is (212) 936-5100.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this Offering, assuming the Warrants are amended and
exercised in full, the Company will have outstanding 7,293,335 shares of
Common Stock. Of these shares, the 2,300,000 shares of Common Stock sold in
the Company's initial public offering and the 2,300,000 shares underlying the
amended Warrants will be freely tradable. All of the remaining outstanding
shares ("Restricted Shares") were issued by the Company in reliance upon
exemptions from the registration requirements of the 1933 Act and may not be
sold unless they are so registered thereunder or are sold pursuant to an
applicable exemption from registration including Rule 144 which governs the
sales of restricted securities.
Under Rule 144, a stockholder who has beneficially owned Restricted
Shares for at least two (2) years (including persons who may be deemed to be
"affiliates" of the Company under Rule 144) may sell within any three (3)
month period a number of shares that do not exceed the greater of: a) one
percent (1%) of the then outstanding shares of a particular class of the
Company's Common Stock as reported on its 10-Q filing, or b) the average
weekly volume on NASDAQ during the four (4) calendar weeks preceding such sale
and may only sell such shares through unsolicited brokers' transactions. A
stockholder who is not deemed to have been an "affiliate" of the Company for
at least ninety (90) days and who has beneficially owned his shares for at
least three (3) years would be entitled to sell such shares under Rule 144
without regard to the volume limitations described above.
Sales of substantial amounts of shares of the Company's Common Stock,
pursuant to Rule 144 or otherwise, could adversely affect the market price of
the Common Stock and make it more difficult for the Company to sell equity
securities in the future at a time and price which the Company deems
appropriate
LITIGATION
The Company is not presently involved in any material litigation.
EXPERTS
The financial statements of M. H. Meyerson & Co., Inc. at January 31,
1996, January 31, 1995, and January 31, 1994 and for the years then ended,
appearing in this Prospectus and Registration Statement have been audited by
Vincent R. Vasallo, Independent Certified Public Accountants, as set forth in
their report thereon appearing elsewhere herein and in the Registration
Statement, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the securities being offered hereby will be passed upon
for M. H. Meyerson & Co., Inc. by The Stoppelman Firm, P.C.., 1749 Old Meadow
Road, Suite 610, McLean, VA 22102.
<PAGE>
Until (twenty-five
days after the date of this
Prospectus), all dealers effecting
transactions in the registered
securities, whether or not
participating in the distribution
thereof, may be required to deliver
a Prospectus. This is in addition 2,300,000 Warrants
to the obligation of dealers to
deliver a Prospectus when acting as
underwriters and with respect to
their unsold allotment or
subscriptions.
TABLE OF CONTENTS M. H. Meyerson & Co., Inc.
30 Montgomery Street
Page Jersey City, New Jersey 07302
Available Information.. . . . 2 (800) 888-8118
Incorporation of Certain Founded 1960
Documents by Reference. . . 2
Summary Prospectus . . . . . 3
The Company . . . . . . . . 3
Risk Factors . . . . . . . . 7
Use of Proceeds . . . . . . . 13
Dilution. . . . . . . . . . . 14
Dividend Policy . . . . . . . 14
Determination of Offering
Price . . . . . . . . . . . 14 PROSPECTUS
Description of Securities . . 15
Shares Eligible for Future
Sale . . . . . . . . . . . 17
Litigation . . . . . . . . . 17
Experts . . . . . . . . . . . 17
Legal Matters. . .. . .. . . 17
No dealer, salesman or any
other person has been authorized to
give any information or to make any
representations other than those
contained in this Prospectus, and,
if given or made, such information
or representations must not be
relied on as having been authorized
by the Company. This Prospectus __________, 1996
does not constitute an offer to sell
or a solicitation of an offer to
buy, by any person in any
jurisdiction in which it is unlawful
for such person to make such offer
or solicitation. Neither the
delivery of this Prospectus nor any
offer, solicitation or sale made
hereunder, shall under any
circumstances create an implication
that the information herein is
correct as of any time subsequent to
the date of the Prospectus.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with this offering are as follows:
SEC Registration. . . . . . . . . . . . . . . . . . . . . .3,200
Printing Costs*. . . . . . . . . . . . . . . . . . . . . . .7,500
Legal Fees and Expenses* . . . . . . . . . . . . . . . . . 10,000
Blue Sky Fees and Expenses*. . . . . . . . . . . . . . . . 50,000
Commissions. . . . . . . . . . . . . . . . . . . . . . . $230,000
Miscellaneous* . . . . . . . . . . . . . . . . . . . . . . .4,300
TOTAL . . . . . . . . . . . . . . . . . . . . . . . $305,000
* Indicates expenses that have been estimated for the purpose of filing.
Item 15. Indemnification of Directors and Officers
Article Eight of the Company's Amended and Restated Certificate of
Incorporation contains the following provision with respect to indemnification
of Directors, Officers and Employees:
EIGHTH: The Corporation shall indemnify its officers,
directors, employees, and agents and former officers, directors,
employees, and agents, and any other persons serving at the
request of the Corporation as an officer, director, employee, or
agent of another corporation, association, partnership, joint
venture, trust or other enterprise, against expenses (including
attorney' fees, judgments, fines, and amounts paid in settlement)
incurred in connection with any pending or threatened action, suit
or proceeding, whether civil, criminal, administrative or
investigative, with respect to which such officer, director,
employee or agent or other person is a party, or is threatened to
be made a party, to the full extent permitted by the New Jersey
Business Corporation Act. The indemnification provided herein (I)
shall not be deemed exclusive of any other right to which any
person seeking indemnification may be entitled under any by-law,
agreement or vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity, and
(ii) shall inure to the benefit of the heirs, executors and the
administrators of any such person. The Corporation shall have the
power, but shall not be obligated, to purchase and maintain
insurance on behalf of any person or person enumerated above
against any liability asserted against or incurred by them or any
of them arising out of their status as corporate directors,
officers, employees or agents whether or not the Corporation would
have the power to indemnify them against such liability under the
provision of this article.
Article Ten of the Company's Restated By-Laws contains the following
provision with respect to indemnification of Directors, Officers and
Employees:
TENTH: The Corporation shall indemnify its officers, Directors,
employees and agents to the fullest extent permitted by the General
Corporation Law of New Jersey, as amended from time to time.
<PAGE>
Any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(whether or not by or in the right of the Corporation) by reason of the
fact that he is or was a Director, officer, incorporator, employee, or
agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, incorporator, employee, partner,
trustee, or agent of another Corporation, partnership, joint venture,
trust or other enterprise (including an employee benefit plan), shall be
entitled to be indemnified by the Corporation to the full extent then
permitted by law against expenses (including attorney's fees),
judgments, fines (including excise taxes assessed on a person with
respect to an employee benefit plan), and amounts paid in settlement
incurred by him in connection with such action, suite, or proceeding.
Such right of indemnification shall inure whether or not the claim
asserted is based on matters which antedate the adoption of this Section
10.1. Such right of indemnification shall continue as to a person who
has ceased to be a Director, offices, incorporator, employee, partner,
trustee, or agent and shall inure to the benefit of the heirs and
personal representatives of such a person. The indemnification provided
by this Section 10.1 shall not be deemed exclusive of any other rights
which may be provided now or in the future under any provision currently
in effect or hereafter adopted of the By-Laws, by any agreement, by vote
of stockholders, by resolution of disinterested Directors, by provision
of law, or otherwise.
The New Jersey Business Corporation Act of the State of New Jersey
contains provisions entitling directors and officers of the Company to
indemnification from judgments, fines, amounts paid in settlement and
reasonable expenses, including attorney's fees, as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director or officer of the Company provided said officers or directors acted
in good faith.
<PAGE>
Item 16. List of Exhibits
Exhibit
Page No. Description of Exhibit
3(a) Amended and Restated Certificate of Incorporation*
3(b) Restated By-Laws*
4(a) Form of Common Stock Certificate**
4(b) Form of Warrant Certificates**
4(c) Revised Form of Warrant Agreement between M. H. Meyerson &
Co., Inc. and American Stock Transfer & Trust Company*
5 Opinion of Law Offices of John S. Stoppelman, P.C. on
legality of securities being registered
10(a) Revised Employment Agreement between the Company and Martin
H. Meyerson*
10(b) Revised Employment Agreement between the Company and Michael
Silvestri*
10(c) Form of Employee Stock Option Plan***
10(d) Revised Form of Underwriter's Unit Purchase Option*
10(f) Lease Agreement between M.H.M. Leasing Co., Inc. and UNUR,
Corp.**
20(a) Form of Consent Card of Warrant holders to amendment to
terms of Warrants
24(a) Consent of Law Offices of John S. Stoppelman, P.C.
24(b) Consent of Vincent R. Vassallo
_____________
* Incorporated by reference to Amendment Number Three to the Company's
Registration Statement on Form SB-2 as filed with the Commission on January
10, 1994.
** Incorporated by reference to Amendment Number One to the Company's
Registration Statement on Form SB-2 as filed with the Commission on December
1, 1993.
*** Incorporated by reference to the Company's Registration Statement on
Form SB-2 as filed with the Commission on October 19, 1993.
Item 17. Undertakings
A. Certificates
Pursuant to the Warrant Agreement between the Company and American Stock
Transfer & Trust Co. dated January 26, 1994, the certificates representing the
Warrants provided to the Underwriters at the closing of the Company's initial
public offering as specified in the Underwriting Agreement, in such
denominations and registered in such names as required by the Underwriters and
promptly delivered to each purchaser, will continue to represent the Warrants
under their amended terms.
B. Rule 415 Offering
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(I) to include any prospectus required by Section 10(a)(3) of the 1933
Act; (ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement.
<PAGE>
(2) For the purpose of determining any liability under the 1933
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
C. Indemnification
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
D. Rule 430A
The undersigned Registrant will:
(1) For determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in the form of
a prospectus filed by the small business issuer under Rule 424(b)(1) or (4) or
497(h) under the Securities Act as part of this Registration Statement as of
the time the Commission declared it effective.
(2) For any liability under the Securities Act, treat each post-
effective amendment that contains a form of prospectus as a new Registration
Statement for the securities offered in the Registration Statement, and that
the offering of the securities at that time as the initial bona fide offering
of those securities.
E. Request of Acceleration of Effective Date
The Company may elect to request acceleration of the Registration
Statement under Rule 461 of the 1933 Act.
<PAGE>
SIGNATURES
In accordance with 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 of filing on Form S-3 and authorized this
registration statement to be signed on its behalf by the undersigned, in the
County of Hudson in the State of New Jersey on the 18th day of June, 1996.
M. H. Meyerson & Co., Inc.
By: /s/ Michael Silvestri
Michael Silvestri,
President
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Michael Silvestri or Martin H. Meyerson his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
and on the dates stated.
Signature Title Date
Chairman, Chief Executive
Officer, Chief Financial
/s/ Martin H. Meyerson Officer and Director June 18, 1996
Martin H. Meyerson
President, Chief Operating
/s/ Michael Silvestri Officer and Director June 18, 1996
Michael Silvestri
/s/ Kenneth J. Koock Vice Chairman and Director June 18, 1996
Kenneth J. Koock
Senior Vice President, Director of
/s/ Linda Antosiewicz Compliance and Director June 18, 1996
Linda Antosiewicz
Vice President, Foreign Trading,
/s/ Jeffrey E. Meyerson and Director June 18, 1996
Jeffrey E. Meyerson
/s/ Joelle A. Meyerson Treasurer and Director June 18, 1996
Joelle A. Meyerson
<PAGE>
Vice President, Controller, June 18, 1996
/s/ Eugene M. Whitehouse and Director
Eugene M. Whitehouse
/s/ Bertram Siegel Director June 18, 1996
Bertram Siegel, Esq.
/s/ Martin Leventhal Director June 18, 1996
Martin Leventhal, CPA
/s/ Howard Blank Director June 18, 1996
Howard Blank
July 1, 1996
U. S. Securities and Exchange
Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: M.H. Meyerson & Co., Inc. Registration Statement
Dear Sir/Madam:
We are corporate and securities counsel to M.H. Meyerson &
Co., Inc. (the "Company"), a New Jersey Corporation, in connection
with the registration on Form S-3 of 2,300,000 Redeemable
Common Stock Purchase Warrants (the "Warrants") and the shares
underlying the Warrants (the "Underlying Shares").
We hereby advise you that, in our opinion, the Warrants and
the Underlying Shares have been duly authorized by all necessary
corporate acts of the Company, and when amended and paid for by
the Warrant holders, will be legally and validly issued,
fully-paid and non-assessable.
We consent to the use of our firm's name under the heading
"Legal Matters" in the Registration Statement, and any amendments
thereto, filed with the Securities and Exchange Commission in
connection with the above referenced offering.
Very truly yours,
John S. Stoppelman
[X] Please mark your votes as in this example. Addressee
I, THE UNDERSIGNED BENEFICIAL HOLDER of (number)
of Redeemable Common Stock Purchase Warrants of M.H. Meyerson &
Co., Inc. (the "Warrants") hereby:
CONSENT [ ] WITHHOLD CONSENT [ ]
to the amendment to the terms of the Warrants as outlined in the
Prospectus dated , 1996.
Signature Date Signature, if held jointly Date
July 1, 1996
U. S. Securities and Exchange
Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: M.H. Meyerson & Co., Inc. Registration Statement
Dear Sir/Madam:
We are corporate and securities counsel to M.H. Meyerson &
Co., Inc. (the "Company"), a New Jersey Corporation, in connection
with the registration on Form S-3 of 2,300,000 Redeemable Common
Stock Purchase Warrants (the "Warrants") and the shares underlying
the Warrants (the "Underlying Shares").
We hereby advise you that, in our opinion, the Warrants and
the Underlying Shares have been duly authorized by all necessary
corporate acts of the Company, and when amended and paid for by the
Warrant holders, will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of our firm's name under the heading
"Legal Matters" in the Registration Statement, and any amendments
thereto, filed with the Securities and Exchange Commission in
connection with the above referenced offering.
Very truly yours,
John S. Stoppelman
CONSENT OF INDEPENDENT ACCOUNTANTS
I have issued our reports accompanying the financial statements
of M. H. Meyerson & Co., Inc. for the years ended January 31, 1993,
January 31, 1994, January 31, 1995, and January 31, 1996 which are
incorporated by reference in this Registration Statement. We consent
to the incorporation by reference in the Registration Statement of
the aforementioned report and to the use of our name as it appears
under the caption "Experts".
Vincent R. Vassallo, CPA
Sea Cliff, New York
June 19, 1996
