<PAGE>
As filed with the Securities and Exchange Commission on July 21, 1999
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------------
M.H. MEYERSON & CO., INC.
(Exact name of registrant as specified in its charter)
New Jersey 13-1924455
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
525 Washington Boulevard, Jersey City, New Jersey 07310
(Address of Principal Executive Offices) (Zip Code)
1993 EMPLOYEES STOCK OPTION PLAN
(Full Title of the Plan)
Martin H. Meyerson, Chairman
M.H. MEYERSON & CO., INC.
525 Washington Boulevard
Jersey City, New Jersey 07310
---------------------------------------
(Name and address of agent for service)
(201) 459-9500
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
-------------------------------
Copy to:
Edward I. Tishelman, Esq.
Hartman & Craven LLP
460 Park Avenue
New York, New York 10022
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum Amount of
Title of Amount to be offering price aggregate registration
securities to be registered registered per unit(1) offering price(1) fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share ......... 3,000,000 shares $6.375 $9,859,531.20 $2,740.95
====================================================================================================================================
</TABLE>
(1) Based on a per share exercise price of $1.00 for 533,000 shares; $1.10 for
205,000 shares; $1.375 for 190,000 shares; $1.96875 for 45,000 shares; $2.0625
for 25,000 shares; $2.1875 for 200,000 shares; $2.25 for 775,000 shares and
$3.50 for 10,000 shares. The balance of the shares are exercisable at $6.375 per
share and is 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 price per share is estimated based on the average of the high and
low bid prices for M.H. MEYERSON & CO., INC.'s Common Stock on July 15, 1999, as
reported by the National Association of Securities Dealers' Automated Quotation
System.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by M.H. MEYERSON & CO., INC. (the "Registrant" or
the "Company") are hereby incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1999 and Form 10-K/A for such year filed with the Commission
on April 29, 1999 and May 3, 1999, respectively;
(b) The Registrant's Form 10-Q for the quarter ended April 30, 1999,
filed with the Commission on May 25, 1999;
(c) The description of the Registrant's common stock, $0.01 par value
(the "Common Stock"), contained in the Registrant's Registration Statement on
Form 8-A filed with the Commission on January 31, 1994 under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to the
filing of a post-effective amendment to the Registration Statement which
indicates that all the securities offered hereby have been sold, or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof commencing on the respective dates on which such documents are filed.
ITEM 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
2
<PAGE>
Item 6. Indemnification of Directors and Officers
The 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.
Article EIGHTH of the Company's Amended and Restated Certificate of
Incorporation, as amended, contains the following provision with respect to
indemnification of Directors and Officers:
"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's 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 shareholders 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 persons 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 TENTH of the Company's Restated By-Laws contains the following
provision with respect to indemnification of Directors and Officers:
"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.
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
3
<PAGE>
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, suit, 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, officer, 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 shareholders, by resolution
of disinterested Directors, by provision of law, or otherwise."
The Company may enter into one or more agreements with any person which
provide for indemnification greater or different than that provided in Article
EIGHTH. In addition, the Company maintains directors' and officers'
reimbursement and liability insurance pursuant to standard form policies. The
risks covered by such policies include certain liabilities under the securities
laws.
At present, there is no pending litigation or other proceeding
involving a director or officer of the Registrant as to which indemnification is
being sought, nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or director.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4 1993 Employees Stock Option Plan.
5 Opinion of Hartman & Craven LLP regarding legality of the
Common Stock being registered.
23.1 Consent of Hartman & Craven LLP (included in their opinion
filed as Exhibit 5).
4
<PAGE>
23.2 Consent of Vincent R. Vassallo, CPA, independent auditors.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
5
<PAGE>
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jersey City, State of New Jersey, on July 21, 1999.
M.H. MEYERSON & CO., INC.
(Registrant)
By: /s/ Michael Silvestri
------------------------
Michael Silvestri
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman, Chief Executive
Officer, Chief Financial
/s/ Martin H. Meyerson Officer and Director (Principal
- --------------------------------- Executive Officer and
Martin H. Meyerson Principal Financial Officer) July 21, 1999
President, Chief Operating
/s/ Michael Silvestri Officer and Director July 21, 1999
- ---------------------------------
Michael Silvestri
/s/ Kenneth J. Koock Vice Chairman and Director July 21, 1999
- ---------------------------------
Kenneth J. Koock
Vice President, Foreign Trading,
/s/ Jeffrey E. Meyerson and Director July 21, 1999
- ---------------------------------
Jeffrey E. Meyerson
Vice President, Controller,
/s/ Eugene M. Whitehouse Secretary, Treasurer and Director
- --------------------------------- (Principal Accounting Officer) July 21, 1999
Eugene M. Whitehouse
/s/ Bertram Siegel, Esq. Director July 21, 1999
- ---------------------------------
Bertram Siegel, Esq.
/s/ Martin Leventhal, CPA Director July 21, 1999
- ---------------------------------
Martin Leventhal, CPA
/s/ Alfred T. Duncan Director July 21, 1999
- ---------------------------------
Alfred T. Duncan
</TABLE>
6
<PAGE>
EXHIBIT INDEX
Exhibit No. DESCRIPTION
- ----------- -----------
4 1993 Employees Stock Option Plan
5 Opinion of Hartman & Craven LLP regarding legality of
the Common Stock being registered
23.1 Consent of Hartman & Craven LLP (included in their
opinion filed as Exhibit 5)
23.2 Consent of Vincent R. Vassallo, CPA, independent
auditors
7
<PAGE>
EXHIBIT 4
M.H. MEYERSON & CO., INC.
EMPLOYEES STOCK OPTION PLAN
1. Purpose.
This 1993 Stock Option Plan (the "Plan") is intended to
encourage stock ownership by employees and directors of M. H. MEYERSON & CO.,
INC. (the "Company"), a New Jersey corporation, its divisions and Subsidiary
Corporations, so that they may acquire or increase their proprietary interest in
the Company, and to encourage such employees and directors to remain in the
employ of the Company and to put forth maximum efforts for the success of the
business. It is further intended that options granted by the Board of Directors
of the Company (the "Board") pursuant to Section 5 hereof shall constitute
"incentive stock options" ("Incentive Stock Options") within the meaning of IRC
Section 422A, as thereafter amended, and the Regulations issued thereunder (the
"Code"), and options granted by the Board pursuant to Section 6 hereof shall
constitute "nonqualified stock options" ("Nonqualified Stock Options") and,
together with Incentive Stock Options, ("Options").
2. Administration and Authority.
The Plan shall be administered by the Board. The Board shall
have the authority in its discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Options; to determine which Options shall
constitute Incentive Stock Options and which Options shall constitute
Nonqualified Stock Options; to determine the purchase price of the shares of
Common Stock covered by each Option (the "Option Price"); to determine the
persons to whom, and the time or times at which, Options shall be granted; to
determine the number of shares of Common Stock to be covered by each Option; to
interpret the Plan; to prescribe, amend and rescind rules and Regulations
relating to the Plan; to determine the terms and provisions of the Option
Agreements (which need not be identical) evidencing Options granted under the
Plan; and to make all other determinations deemed necessary or advisable for the
administration of the Plan.
2.2 Liability.
No member of the Board shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Option.
8
<PAGE>
3. Eligibility.
Options may be granted to employees including, without
limitation, officers and directors who are employees of the Company or its
subsidiaries, consultants and independent contractors. In determining the
persons to whom Options shall be granted and the number of shares to be covered
by each Option, the Board shall take into account the duties of the respective
persons, their present and potential contributions to the success of the Company
and such other factors as the Board shall deem relevant in connection with
accomplishing the purpose of the Plan. A person to whom an Option has been
granted is sometimes referred to herein as an "Optionee". An Optionee shall be
eligible to receive more than one Option during the term of the Plan, but only
on the terms and subject to the restrictions hereinafter set forth.
4. Shares.
The shares subject to Options hereunder shall be shares of the
Company's Common Stock (the "Common Stock"). Such shares may, in whole or in
part, be authorized but unissued shares or shares that have been or may
reacquired by the Company. The aggregate amount of the Company's Common Stock as
to which Options may be granted under the Plan shall not exceed 750,000 shares.
The limitation established by the preceding sentence shall be subject to
adjustment as provided in Section 7.9 hereof. If any outstanding Option expires
or is terminated without having been exercised in full, the shares of Common
Stock allocable to the unexercised portion of such Option shall (unless the Plan
shall have been terminated) become available for subsequent grants of Options.
5. Incentive - Stock Options.
Options granted pursuant to this Section 5 are intended to
constitute Incentive Stock Options and shall be subject to the following special
terms and conditions, in addition to the general terms and conditions specified
in Section 7 hereof.
5.1 Value of Shares.
The aggregate Fair Market Value (determined as of the date the
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which Options granted under this Plan and all other option plans of the Company
and any Subsidiary Corporation become exercisable for the first time by an
optionee during any calendar year shall be determined by the Board.
5.2 Ten Percent Stockholder.
In the case of an Incentive Stock Option granted to a holder
of 10% of the Company's voting stock, (a) the Option Price shall not be less
than 110% of the Fair Market Value of the shares of Common Stock of the Company
on the date the Incentive Stock Option is
9
<PAGE>
granted, and (b) the exercise period shall not exceed 5 years from the date the
Incentive Stock Option is granted.
6. Nonqualified Stock Options.
Options granted pursuant to this Section 6 are intended to
constitute Nonqualified Stock Options and shall be subject only to the general
terms and conditions specified in Section 7 hereof.
7. Terms and Conditions of Options.
Each Option shall be evidenced by a written Option Agreement
between the Company and the Optionee, which agreement shall comply with and be
subject to the following terms and conditions:
7.1 Number of Shares.
Each Option Agreement shall state the number of shares of
Common Stock specified in the Option.
7.2 Type of Option.
Each Option Agreement shall specifically identify the portion,
if any, of the Option which constitutes an Incentive Stock Option and the
portion, if any, which constitutes a Nonqualified Stock Option.
7.3 Option Price.
Each Option Agreement shall state the Option Price which, in
the case of Incentive Stock Options, shall be not less than 100% of the Fair
Market Value of the shares of Common Stock of the Company on the date the Option
is granted. The Option Price shall be subject to adjustment as provided in
Section 7.9 hereof. The date when the Board adopts a resolution granting an
Option will be considered the date when such Option is granted.
7.4 Medium and Time of Payment.
The Option Price shall be paid in full, at the time of
exercise, in cash or in shares of Common Stock having a Fair Market Value equal
to such Option Price or in a combination of cash and such shares, and may be
effected in whole or in part (a) with monies received from the Company at the
time of exercise as a compensatory cash payment, or (b) with monies borrowed
from the Company pursuant to repayment terms and conditions as shall be
determined from time to time by the Board, in its discretion, separately with
respect to each exercise of Options and each Optionee; provided, however, that
each such method and time for payment and each such borrowing and terms and
conditions of repayment shall be permitted by and be in compliance with
applicable law, and provided, further, if the Option Price is paid with monies
borrowed from the
10
<PAGE>
Company, such fact shall be noted conspicuously on the certificate evidencing
such shares in accordance with applicable law.
7.5 Term and Exercise of Options.
Options shall be exercisable over the exercise period as and
at the times and upon the conditions that the Board may determine, as reflected
in the Option Agreement; provided, however, the Board shall have the authority
to accelerate the exercisability of any outstanding Option at such time and
under such circumstances as it, in its sole discretion, deems appropriate. The
exercise period shall be determined by the Board for all Options; provided,
however that such exercise period shall not exceed ten (10) years from the date
such Option is granted. The exercise period shall be subject to earlier
termination as provided in Sections 7.6 and 7.7 hereof. An Option may be
exercised, as to any or all full shares of Common Stock as to which the Option
has become exercisable, by giving written notice of such exercise to the Board;
provided, however, that an Option may not be exercised at any one time as to
fewer than 100 shares (or such number of shares as to which the Option is then
exercisable if such number of shares is less than 100).
7.6 Termination.
Except as provided in Section 7.5 and in this Section 7.6
hereof, an Option may not be exercised unless the Optionee is then in the employ
of the Company or a division or Subsidiary Corporation (or a corporation issuing
or assuming the Option in a transaction to which IRC Section 425(a) applies),
and unless the Optionee has remained continuously so employed since the date of
grant of the Option. If the employment of an Optionee shall terminate (other
than by reason of death, disability or retirement), all Options of such Optionee
that are exercisable at the time of such termination may, unless earlier
terminated in accordance with their terms, be exercised within three months
after such termination; provided, however, that if the employment of an Optionee
shall terminate for cause, all Options theretofore granted to such Optionee
shall, to the extent not theretofore exercised, terminate forthwith. Nothing in
the Plan or in any Option shall confer upon an individual any right to continue
in the employ of the Company or any of its divisions or Subsidiary Corporations
or interfere in any way with the right of the Corporation or any such division
or Subsidiary Corporation to terminate such employment.
7.7 Death, Disability or Retirement.
If an Optionee shall die while employed by the Company, or a
Subsidiary Corporation thereof, or within three months after the termination of
such Optionee's employment, other than for cause, or if the Optionee's
employment shall terminate by reason of disability or retirement, all Options
theretofore granted to such Optionee (to the extent otherwise exercisable) may,
unless earlier terminated in accordance with their terms, be exercised by the
Optionee or by the Optionee's estate or by a person who acquired the right to
exercise such Option by bequest or inheritance or otherwise by reason of the
death or disability of the Optionee, at any time within one year after the date
of death, disability or retirement of the Optionee.
11
<PAGE>
7.8 Nontransferability of Options.
Options granted under the Plan shall not be transferable
otherwise than (a) by will; (b) by the laws of descent and distribution; or (c)
to a revocable inter vivos trust for the primary benefit of the Optionee and his
or her spouse. Options may be exercised, during the lifetime of the Optionee,
only by the Optionee, his or her guardian, legal representative or the Trustee
of an above described trust.
7.9 Effect of Certain Changes.
(1) If there is any change in the number of shares of Common Stock
through the declaration of stock dividends, or through recapitalization
resulting in stock splits, or combinations or exchanges of such shares, the
number of shares of Common Stock available for Options, the number of such
shares covered by outstanding Options and the price per share of such Options
shall be proportionately adjusted by the Board to reflect any increase or
decrease in the number of issued shares of Common Stock; provided, however, that
any fractional shares resulting from such adjustment shall be eliminated.
(2) In the event of the proposed dissolution or liquidation of the
Company, in the event of any corporate separation or division, including, but
not limited to, split-up, split-off or spin-off, or in the event of a merger or
consolidation of the Company with another corporation, the Board may provide
that the holder of each Option then exercisable shall have the right to exercise
such Option (at its then Option Price) solely for the kind and amount of shares
of stock and other securities, property, cash or any combination thereof
receivable upon such dissolution, liquidation, or corporate separation or
division, or merger or consolidation by a holder of the number of shares of
Common Stock for which such Option might have been exercised immediately prior
to such dissolution, liquidation, or corporate separation or division, or merger
or consolidation; or the Board may provide, in the alternative, that each Option
granted under the Plan shall terminate as of a date to be fixed by the Board;
provided, however, that not less than 30-days' written notice of the date so
fixed shall be given to each Optionee, who shall have the right, during the
period of 30 days preceding such termination, to exercise the Options as to all
or any part of the shares of Common Stock covered thereby, including shares as
to which such Options would not otherwise be exercisable; provided, further,
that failure to provide such notice shall not invalidate or affect the action
with respect to which such notice was required.
(3) If while unexercised Options remain outstanding under the
Plan, the stockholders of the Company approve a definitive agreement to merge or
consolidate the Company with or into another corporation or to sell or otherwise
dispose of all or substantially all of its assets, or adopt a plan of
liquidation (each, a "Disposition Transaction"), then the Board may (a) make an
appropriate adjustment to the number and class of shares available for options,
and to the amount and kind of shares or other securities or property (including
cash) receivable upon exercise of any outstanding options after the effective
date of such transaction, and the price thereof, or, in lieu of such adjustment,
provide for the cancellation of all options outstanding at or prior to the
effective
12
<PAGE>
date of such transaction; (b) provide that exercisability of all Options shall
be accelerated, whether or nor otherwise exercisable; or (c) in its discretion,
permit Optionees to surrender outstanding options for cancellation; provided,
however, that if the stockholders approve such Disposition Transaction within
five years of the date of adoption of this Plan, the Board shall provide for the
alternative in (b) above. Upon any cancellation of an outstanding Option
pursuant to this Section, the Optionee shall be entitled to receive, in exchange
therefor, a cash payment under any such Option in an amount per share determined
by the Board in its sole discretion, but not less than the difference between
the per share exercise price of such Option and the Fair Market Value of a share
of the Common Stock on such date as the Board shall determine.
(4) Paragraphs (2) and (3) of this Section 7.9 shall not apply to
a merger or consolidation in which the Company is the surviving corporation and
shares of Common Stock are not converted into or exchanged for stock, securities
of any other corporation, cash or any other thing of value. Notwithstanding the
preceding sentence, in case of any consolidation or merger of another
corporation into the Company in which the Company is the surviving corporation
and in which there is a reclassification or change (including a change to the
right to receive cash or other property) of the shares of Common Stock (other
than a change in par value, or from par value to no par value, or as a result of
a subdivision or combination, but including any change in such shares into two
or more classes or series or shares), the Board may provide that the holder of
each Option then exercisable shall have the right to exercise such Option solely
for the kind and amount of shares of stock and other securities (including those
of any new direct or indirect parent of the Company), property, cash, or any
combination thereof receivable upon such reclassification, change, consolidation
or merger by the holder of the number of shares of Common Stock for which such
Option might have been exercised.
(5) In the event of a change in the Common Stock of the Company as
presently constituted which is limited to a change of all of its authorized
shares with par value into the same number of shares with a different par value
or without par value, the shares resulting from any such change shall be deemed
to be the Common Stock within the meaning of the Plan.
(6) To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive, provided
that each Incentive Stock Option granted pursuant to this Plan shall not be
adjusted in a manner that causes such option to fail to continue to qualify as
an Incentive Stock Option within the meaning of IRC Section 422A.
(7) Except as hereinbefore expressly provided in this Section 7.9,
the Optionee shall have no rights by reason of any subdivision or consolidation
of shares of stock or any class or the payment of any stock dividend or any
other increase or decrease in the number of shares of stock of any class or by
reason of any dissolution, liquidation, merger or consolidation or spin-off of
assets or stock of another corporation; and any issue by the Company of shares
of stock of any class shall not affect, and no adjustment by reason thereof
shall be made with respect to the number or price of shares of Common Stock
subject to the Option. The grant of an Option pursuant to the Plan shall not
affect in any way the right or power of the Company to make
13
<PAGE>
adjustments, reclassifications, reorganizations or changes of its capital or
business structures or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or part of its business or assets.
7.10 Rights as a Shareholder.
An Optionee or a transferee of an Option shall have no rights
as a shareholder with respect to any shares covered by the Option until the date
of the issuance of a certificate evidencing such shares. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distribution of other rights for which the record date is
prior to the date such certificate is issued, except as provided in Section 7.9
hereof.
7.11 Other Provisions.
The Option Agreements authorized under the Plan shall contain
such other provisions, including, without limitation, (a) the imposition of
restrictions upon the exercise of an Option; (b) in the case of an Incentive
Stock Option, the inclusion of any condition not inconsistent with such Option
qualifying as an Incentive Stock Option; and (c) conditions relating to
compliance with applicable federal and state securities laws, as the Board shall
deem advisable.
8. Agreement By Optionee Regarding Withholding Taxes.
If the Board shall so require, as a condition of the exercise,
each Optionee shall agree that (a) no later than the date of exercise of any
Option, the Optionee will pay to the Company or make arrangements satisfactory
to the Board regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of such Options, and (b) the
Company shall, to the extent permitted or required by law, have the right to
deduct federal, state and local taxes of any kind required by law to be withheld
upon the exercise of such Option from any payment of any kind otherwise due to
the Optionee.
9. Term of Plan.
Options may be granted pursuant to the Plan from time to time
within a period of 10 years from the date the Plan is adopted by the Board, or
the date the Plan is approved by the stockholders of the Company, whichever is
earlier.
10. Definitions.
As used in this Plan, the following words and phrases shall
have the meanings indicated:
(a) "DISABILITY" shall mean an Optionee's inability to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment
14
<PAGE>
that can be expected to result in death or that has lasted or can be expected to
last for a continuous period of not less than one year.
(b) "FAIR MARKET VALUE" per share as of a particular date
shall mean (i) the closing sales price per share of Common Stock on a national
securities exchange for the last preceding date on which there was a sale of
such Common Stock on such exchange; or (ii) if the shares of Common Stock are
then traded on an over-the-counter market, the average of the closing bid and
asked prices for the shares of Common Stock in such over-the counter market for
the last preceding date on which there was a sale of such Common Stock in such
market, or (iii) in case no reported sale takes place, the average of the
closing bid and asked prices on the National Association of Securities Dealers'
Automated Quotations System ("NASDAQ") or any comparable system, or if the
shares of Common Stock are not listed on NASDAQ or comparable system, the
closing sale price or, in case no reported sale takes place, the average of the
closing bid asked prices, as furnished by any member of the National Association
of Securities Dealers, Inc. selected from time to time by the Company for that
purpose; or (iv) if the shares of Common Stock are not then listed on a national
securities exchange or traded in an over-the-counter market, such value as the
Board in its discretion may determine.
(c) "PARENT COMPANY" shall mean any corporation (other than
the Company) in an unbroken chain of corporations ending with the employer
corporation if, at the time of granting an Option, each of the corporations
other than the employer corporation owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
(d) "SUBSIDIARY CORPORATION" shall mean any corporation (other
than the Company) in an unbroken chain of corporations beginning with the
employer corporation if, at the time of granting an Option, each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
(e) "TEN PERCENT STOCKHOLDER" shall mean an Optionee who, at
the time an Incentive Stock Option is granted, owns stock possessing more than
10% of the total combined voting power of all classes of stock of the Company or
its Parent or Subsidiary Corporations.
11. Amendment and Termination of the Plan.
The Board at any time and from time to time may suspend,
terminate, modify or amend the Plan; provided, however, that any amendment that
would materially increase the aggregate number of shares of Common Stock as to
which Options may be granted under the Plan or materially increase the benefits
accruing to participants under the Plan or materially modify the requirements as
to eligibility for participation in the Plan shall be subject to the approval of
the holders of a majority of the Common Stock issued and outstanding, except
that
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any such increase or modification that may result from adjustments authorized by
Section 7.9 hereof shall not require such approval. Except as provided in
Section 7 hereof, no suspension, termination, modification or amendment of the
Plan may adversely affect any Option previously granted, unless the written
consent of the Optionee is obtained.
12. Approval of Stockholders.
The Plan shall take effect upon its adoption by the Board of
Directors but shall be subject to the approval of the holders of a majority of
the issued and outstanding shares of Common Stock of the Company, which approval
must occur within 12 months after the date the Plan is adopted by the Board.
13. Effect of Headings.
The headings and other captions contained in this Plan are for
convenience and reference only and shall not be used in interpreting, construing
or enforcing any of the provisions of this Plan.
IN WITNESS WHEREOF, pursuant to the due authorization and adoption
of this Plan by the Board of Directors on October _____, 1993, the Company has
caused this Plan to be duly executed by its duly authorized officers.
M. H. MEYERSON & CO., INC.
By: /s/ Martin H. Meyerson
--------------------------
Martin H. Meyerson
By: /s/ Michael Silvestri
--------------------------
Michael Silvestri
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EXHIBIT 5
HARTMAN & CRAVEN LLP
460 Park Avenue
New York, New York 10022
July 21, 1999
M.H. MEYERSON & CO., INC.
525 Washington Boulevard
Jersey City, New Jersey 07310
Re: 1993 Employees Stock Option Plan
Dear Sirs:
We are acting as counsel to M.H. MEYERSON & CO., INC., a New Jersey
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to 3,000,000
shares of the Company's common stock, $0.01 par value per share ("Common
Stock"), which are to be issued pursuant to the Company's 1993 Employees Stock
Option Plan (the "Plan"). The shares of Common Stock which are to be issued
pursuant to the Employee Plan are hereinafter referred to as the "Shares".
In connection with this opinion, we have examined and relied upon
copies certified or otherwise identified to our satisfaction of: (i) the Plan;
(ii) the Company's Certificate of Incorporation, as amended and By-laws, as
amended; (iii) the minute books and other records of corporate proceedings of
the Company, as made available to us by officers of the Company; and have
reviewed such matters of law as we have deemed necessary or appropriate for the
purpose of rendering this opinion.
For purposes of this opinion we have assumed the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons, the genuineness of
all signatures on all documents examined by us, the authority of such persons
signing on behalf of the parties thereto other than the Company and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Company. As to certain factual matters material to the opinion
expressed herein, we have relied to the extent we deemed proper upon
representations, warranties and statements as to factual matters of officers and
other representatives of the Company. We are members of the Bar of the State of
New York only and express no opinion
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other than with respect to the laws of the State of New York and the federal
laws of the United States of America. In connection with matters governed by the
laws of the State of New Jersey, we have assumed that in all material respects
the laws of the State of New Jersey are the same as the laws of the State of New
York and have confirmed this fact with New Jersey counsel. Without limiting the
foregoing, we express no opinion with respect to the applicability thereto or
effect of municipal laws or the rules, regulations or orders of any municipal
agencies within any such state.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, it is our opinion that
the Shares to be issued by the Company pursuant to the Plan have been duly
authorized and reserved for issuance and, when certificates for the Shares have
been duly executed by the Company, countersigned by a transfer agent, duly
registered by a registrar for the Shares and issued and paid for in accordance
with the terms of the Plan, the Shares will be validly issued, fully paid and
non-assessable.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of New York or the federal laws of the United States of
America be changed by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
HARTMAN & CRAVEN LLP
By: /s/ Edward I. Tishelman
--------------------------
Edward I. Tishelman,
a partner
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of M.H. MEYERSON & CO., INC. pertaining to the 1993 Employees Stock Option
Plan of M.H. MEYERSON & CO., INC. of our report dated March 19, 1999, with
respect to the consolidated financial statements of M.H. MEYERSON & CO., INC.
included in its Annual Report (Form 10-K) for the year ended January 31, 1999,
filed with the Securities and Exchange Commission.
/s/ Vincent R. Vassallo, CPA
Sea Cliff, New York
July 21, 1999
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