<PAGE>
As filed with the Securities and Exchange Commission on December 22, 1999
Registration No. 333-83371
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 Identification No.)
incorporation or organization)
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
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
maximum maximum Amount of
Title of Amount to be offering price aggregate registration fee
securities to be registered registered per share(1) offering price(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<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
Amount Previously Paid............................................................................................. $2,740.95
Amount Due......................................................................................................... $ 0
====================================================================================================================================
</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 I
M.H. MEYERSON & CO., INC.
PROSPECTUS
430,000 SHARES OF
COMMON STOCK
This Prospectus relates to an offering from time to time of up to
430,000 shares of common stock of M.H. MEYERSON & CO., INC. The selling
shareholder identified in this prospectus (or his qualifying respective
pledgees, donees, transferees or other successors in interest that receive such
shares as a gift, partnership distribution or other non-sale related transfer)
are offering all of the shares to be sold in this offering. We issued 156,480
shares to the selling shareholder on June 1, 1999 pursuant to the exercise of
options granted under our 1993 Employees Stock Option Plan ("Plan"). An
additional 273,520 shares are issuable to such selling shareholder pursuant to
presently exercisable options under our Plan.
Investing in the common stock involves risks. See "Risk Factors"
beginning on page 1.
We will not receive any of the proceeds from the sale of the shares by
the selling shareholders. We will pay the expenses of registration of the shares
which may be offered by this prospectus.
The shares covered under the registration statement of which this
prospectus is a part may be offered for sale from time to time by or for the
account of the selling shareholders, or their pledgees, donees, transferees or
other successors in interest, in the open market, on the Nasdaq National Market
or on one or more exchanges on which the shares are then listed, in privately
negotiated transactions, in an underwritten offering, in a combination of such
methods, or by any other legally available means, at market prices prevailing at
the time of such sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices. The shares are intended to be sold through
one or more broker-dealers or directly to purchasers. Such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling shareholders, their successors in interest and/or the purchasers of
the shares for whom such broker-dealers may act as agent or to whom they may
sell as principal, or both (which compensation as to a particular broker-dealer
may be in excess of customary commissions). The selling shareholders, their
successors in interest and/or any broker-dealers acting in connection with the
sale of the shares hereunder may be deemed to be underwriters within the meaning
of Section 2(11) of the Securities Act, and any commissions or other
compensation received by them and any profits realized by them on the resale of
the shares as principals may be deemed underwriting compensation under the
Securities Act. We may act as a broker-dealer for the selling shareholders in
selling the shares offered by this prospectus but only in accordance with all
applicable rules, including Regulation M.
<PAGE>
Our common stock is traded on the Nasdaq National Market under the
symbol MHMY. On December 17, 1999, the closing price of our common stock as
reported on the Nasdaq National Market was $5.07.
------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is December 22, 1999.
<PAGE>
RISK FACTORS
You should carefully consider the risks described below before making
an investment decision. The risks and uncertainties described below may not be
the only ones we will face. Additional risks and uncertainties not presently
known to us or that we currently deem not material may also impair our business
operations. If any of the following risks actually occur, our business,
financial condition or results of operations could be materially adversely
affected.
Volatility in securities markets, particularly declining securities prices, may
adversely affect our revenues.
Our revenues are likely to be lower during periods of declining
securities prices or securities market inactivity in the sectors on which we
focus, which generally are the small capitalization companies. For example, in
the late fall of 1998, when securities prices plummeted, our revenues and
profitability were materially and adversely affected. The six month period
following these events reflected a substantial rebound in pricing and volume in
the securities markets and helped us to achieve record revenues and significant
profitability. This fluctuation in our results, which has often been linked to
general conditions in the securities markets, must be considered a risk of
investment in our shares.
We face substantial competition which could adversely affect our future results.
We compete directly with many other firms, including competitors which
are larger and have greater financial and other resources. These competitors may
be able to expend greater amounts in marketing campaigns, promotional materials,
providing auxiliary brokerage and financial services and securing personnel. In
addition, the recent financial success of the number of firms in the securities
field has led the competition to intensify with new entrants, including those
focusing on providing online and other brokerage and financial, insurance,
mortgage and banking services.
Securities regulation imposes significant and potentially burdensome obligations
upon us and other brokerage firms as a cost of business.
The securities industry in the United States is subject to extensive
regulation under both federal and state laws. In addition, the SEC, the NASD,
other self regulatory organizations, such as the various stock exchanges, and
other regulatory bodies, such as state securities commissions, require strict
compliance with their rules and regulations. As a matter of public policy,
regulatory bodies are charged with safeguarding the integrity of the securities
and other financial markets and with protecting the interests of clients
participating in those markets, and not with protecting the interests of our
shareholders. Broker-dealers are subject to regulations covering all aspects of
the securities business, including sales methods, trade practices among
broker-dealers, use and safekeeping of clients' funds and securities, capital
structure, record keeping and the conduct of directors, officers and employees.
If we fail to comply with any of these laws, rules or regulations we could be
censured, fined, issued a cease-and-desist order or we or our officers and
employees could be suspended or expelled, any of which could have a material
adverse effect on our business, financial condition or operating results.
<PAGE>
AVAILABLE INFORMATION
We have filed with the SEC the registration statement on form S-8 under
the Securities Act with respect to the common stock offered hereby. This
prospectus, which constitutes a part of the registration statement, does not
contain all of the information set forth in the registration statement and the
exhibits filed therewith, certain portions of which have been omitted as
permitted by the rules and regulations of the SEC. For further information with
respect to our company and the securities offered hereby, reference is hereby
made to the registration statement and to the exhibits filed as a part thereof.
Statements contained in this prospectus regarding the content of any contract or
other document referred to are not necessarily complete. In each instance, we
refer you to the copy of such contract or other document filed as an exhibit to
the registration statement, and each such statement is hereby qualified in its
entirety by such reference. The registration statement, including all exhibits
thereto, may be inspected without charge at the principal office of the SEC at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
commission's regional offices located at Seven World Trade Center, Suite 1300,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials may also be obtained
from the Public Reference Room of the commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, upon the payment of prescribed fees. Information
on the operation of the Public Reference Room can be obtained by calling the SEC
at 1-800-SEC-0330. In addition, registration statements and certain other
filings made with the commission through its Electronic Data Gathering, Analysis
and Retrieval systems are publicly available through the commission's site on
the World Wide Web located at http://www.sec.gov. The registration statement,
including all exhibits and schedules thereto and amendments thereof, has been
filed with the commission through the Electronic Data Gathering, Analysis and
Retrieval system.
------------------------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The commission allows us to "incorporate by reference" the information
we file with the commission. This permits us to disclose important information
to you by referencing these filed documents. We incorporate by reference in this
prospectus the following documents which have been filed with the commission:
(1) our Annual Report on Form 10-K for the year ended January 31, 1999;
(2) our Quarterly Report on Form 10-Q for the quarter ended October 31,
1999; and
(3) the description of the common stock contained in our registration
statement on Form 8-A dated March 15, 1994.
2
<PAGE>
We incorporate by reference all documents filed pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
and prior to the termination of this offering.
We will promptly provide without charge to you, upon written or oral
request, a copy of any or all of the documents incorporated by reference in this
prospectus, other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents. Requests should be
directed to M.H. MEYERSON & CO., INC., Att: Secretary, Newport Tower, 525
Washington Boulevard, Jersey City, New Jersey, telephone number 201- 459-9500.
We maintain a site on the World Wide Web located at
http://www.mhmeyerson.com.
Unless otherwise indicated, references to "we", "us" and "our" refer to
M.H. MEYERSON & CO., INC., a New Jersey corporation, and its subsidiaries. Our
common stock, par value $.01 per share, is referred to in this prospectus as the
"common stock" or "shares."
Forward Looking Statements
Some of the statements in this prospectus discuss future expectations
or state other "forward-looking" information. Those statements are subject to
known and unknown risks, uncertainties and other factors that could cause our
actual results to differ materially from those contemplated by the statements.
Factors that might cause such a difference include, but are not limited to,
regulatory matters pertaining to the SEC, NASD and other agencies, competition
from other firms, general economic conditions and market conditions, including
fluctuations in volume and price levels of securities, changes in levels of
interest rates and demand for our investment banking services. All of these
factors have an impact on our net gain from securities transactions,
underwriting, and commission revenues. In periods of reduced market activity,
profitability can be adversely affected because certain expenses, consisting
primarily of non-officer compensation and benefits, communications, occupancy
charges and equipment costs remain relatively fixed.
3
<PAGE>
THE COMPANY
Our company, founded in 1960, is a registered securities broker-dealer
and member of the NASD. We are a full service financial and investment banking
firm which we regard as organized, for functional purposes, in eight (8)
operational divisions:
1. Wholesale Trading and Market Making - Here we engage in buying
and selling securities on behalf of our own trading accounts,
usually with other dealers on the other side of a transaction.
In market making transactions, we stand ready to buy or sell a
particular security at a price quoted by us. As of December 1,
1999, we were market makers in approximately 3,100 securities.
We are a significant market maker in NASDAQ and bulletin board
securities; these trading activities have historically
accounted for the largest part of our revenues.
We employ 38 securities traders and 25 assistant traders in
this division. We incentivize our traders by structuring their
compensation to accord them with a sliding scale percentage of
trading profits or losses from their trading accounts, after
deduction of general expenses. Our management and compliance
personnel supervise these trading activities and require the
maintenance of reserves and trading position limits by these
personnel so as to attempt to mitigate trading losses. In so
doing, we are in rigorous compliance with NASDAQ and other
regulatory requirements as well as the traditional standards
of commercial honor in conducting the brokerage business.
2. Correspondent Services - We provide execution services,
primarily to retail service firms and other customers, who
wish to use our expertise to enable them to purchase or sell
securities on behalf of their retail customers. Among our
clients are large retail firms, discount securities brokers,
banks and financial institutions. We provide almost instant
execution of customer orders for these clients at very
competitive costs.
3. Retail Securities Services - We have approximately 14,500
retail customer accounts which we service through 52 licensed
registered representatives, of whom 25 also hold higher
licenses as registered securities principals. Our clients
consist of individuals and institution, many of whom are
sophisticated securities investors and who have maintained
their accounts with us for a lengthy period of time. Our
retail customer accounts are carried on a "fully disclosed"
basis by Bear, Stearns Securities Corp., member of the New
York and other principal stock exchanges, pursuant to a
clearing agreement. This agreement provides that customer
securities positions and credit balances held at Bear, Stearns
Securities Corp. are insured for an unlimited amount; this
includes $500,000 coverage by Securities Investors Protection
Corp., which maintains $100,000 coverage of cash balances.
4
<PAGE>
4. Institutional Sales - Our institutional sales division
maintains accounts with hundreds of investment and mutual
funds, foreign and domestic banks, investment trusts and other
institutional investment vehicles. These institutional clients
are serviced by six of our sales, investment and research
staff.
5. Investment Banking - We have long focused our efforts in the
investment banking sector, where we assist small growing
companies in the structure and planning of their business
activities and their capital-raising plans. Our 10 investment
banking professionals bring vast experience to the evaluation
of developmental and growth companies who, in our judgment,
have the potential, through business, management, proprietary
assets and other factors, to become successful public
enterprises. Among our activities in this field, we assist
early capital formation by way of private placements of equity
securities, and assist more mature enterprises in the
structuring of public offerings. We bring value to these
clients by assisting their business plans, growth strategies,
and expansion potential while also identifying and advising
them as to strategic alliances, mergers, acquisitions and
divestitures.
Since 1990, we have managed or co-managed 30 initial public
offerings and secondary offerings and acted as placement agent
for over 20 private placements of securities, thereby raising
for our clients more than $460,000,000 for their capital
formation activities. We favor small companies in fields
offering rapid potential growth, such as computer software,
electronic commerce, medical products and pharmaceuticals.
Our investment banking division also prepares and disseminates
research reports on publicly traded companies which we believe
present special opportunities for purchase and investment by
our clients and others.
6. Fixed Income - Since 1997, we acted as manager or co-manager
for various offerings of municipal bonds raising approximately
$140,000,000 for state and local entities. We also acted as
participants in selling groups, which increases our ability to
offer this type of investment to our clients. Our fixed income
department, comprised of 13 professionals, also advises
clients on investments in municipal, government and corporate
bonds.
7. Syndicate - These activities have resulted in our being
included in approximately 197 equity underwritings since 1990.
These are in addition to equity offerings we have managed as
underwriter or co-underwriter in that time period. By virtue
of participating in these syndicates and underwriting
activities, we are able to offer our institutional and retail
clients the ability to participate in these placements of what
we view as highly attractive offerings.
5
<PAGE>
8. Emeyerson.com Electronic Trading Subsidiary - On January 29,
1999, we organized our Emeyerson.com Inc. subsidiary. At this
date, we own approximately 602% of this subsidiary, and have
raised approximately $950,000 by private placements of its
stock, to point it to the commencement of business. Emeyerson
has filed its broker-dealer registration which is now in the
process of review and comment by the NASD and SEC. We are also
preparing to register Emeyerson as a broker-dealer in
substantially all of the states. We anticipate that, by the
first half of 2000, Emeyerson's registration process will have
been completed at the national level and will be ongoing and
continuing at the state level. While the early stages of
Emeyerson's development are being assisted by our parent
company, we are interviewing and preparing to have Emeyerson
hire executive and financial management which will assist it
in commencing its activities as a retail online brokerage
company. Emeyerson is licensing and there is being developed
specifically for it, a cost efficient and rapid electronic
trading system, including an instantaneous order input and
execution system, so that our customers may, through their
home computer or other devices, purchase and sell stocks and
other equity securities.
Our goal, through Emeyerson, will be to present investors with
a convenient, cost-effective manner in which to execute their
transactions and receive a vast array of current, constantly
updating financial information, consisting of investment
reports, charts, and instantaneous trading quotations.
Corporate Strategy
As we enter our fortieth anniversary year of investment banking, our
goal and strategy is to maintain our historic strengths in market making,
investment banking and capital formation activities while, utilizing technology,
industry developments and our historical strengths expanding our product base
and capabilities on a well planned and controlled scale. We plan to do this by:
o Utilizing the latest electronic trading and information technology. We
have increased our trading and access to markets and information to
meet the new trading rules. We have, among other thing, linked a number
of automated trading systems to our arsenal, such as Selectnet, Redi,
Instinet and other electronic communications networks, and the
automated ticketless Brass trading program and similar systems. The
latter systems makes trading "paperless", enhances the ability of our
traders to focus on market conditions by eliminating the prior
administrative burden incumbent in trading. The Selectnet, Redi and
Instinet networks link us with trading partners throughout the United
States, including other brokerage firms, block trading desks and
specialists on the regional exchanges. These systems provide us with
access into every major securities exchange on a worldwide basis. We
also employ the Autex electronic volume monitoring system, which
permits us to determine our overall volume of trading as well as our
6
<PAGE>
relative trading volume in a specific security. During Calendar 1998,
Autex reported that we ranked 24th in total market making volume in
NASDAQ and bulletin board securities.
o Our electronic commerce and internet investment banking activities are
being expanded to cover:
1. Raising private placement or other funding for small but
dynamically expanding electronic commerce entities, while
sometimes investing in these operations to secure a minority
position in the shareholdings for our firm.
2. Analyzing the needs of clients involved in these fields so
that we may advise them in acquiring other operations or
expanding their domain sites and activities to encompass other
related businesses, which utilize the same basic technology
and skills. In this regard, we are helping finance and advise
an electronic auction site, an internet general commerce site
and similar enterprises.
o Strategic Alliances with Other Institutions - Since we view the
securities industry and financial industries in general as involved in
a vast expansionist phase both horizontally by taking on a variety of
banking, financial and securities products - and vertically by linking
up European, Far Eastern and American firms - we intend to explore
these possibilities for ourselves as well. We will do this so that:
1. We are able to offer our retail and institutional clients a
wider variety of products;
2. We gain access to other products and overseas markets for our
customers;
3. We are able to make available to overseas parties the ability
to gain access to U.S. securities markets and financial
products.
In this way, we seek to add value for our shareholders, provide greater
services for our clients, and participate in the product and global
expansionist surge of securities and financial firms. The movement to
greater communications resources and electronic commerce, through the
Internet and otherwise, has accelerated these trends. We intend to
participate, but only after carefully examining the risks and potential
rewards involved so that we are not exposing ourselves to significantly
greater financial risk in the implementation of our strategic plans. We
also will move forward only if we are able to assure ourselves and our
clients of being able to continue to provide at least the same
personalized and professional servicing of their financial needs and
accounts that we have historically provided to them.
7
<PAGE>
Operations
We do not hold client funds or securities and do not directly process
back office operations. We clear most transactions for our institutional clients
and all transactions for our own proprietary trading accounts with Spear, Leeds
& Kellogg, Inc., members of the New York Stock Exchange and other principal
stock exchanges. We clear all transactions for our retail customers with Bear,
Stearns Securities Corp., a firm which clears for more brokers than any other
national entity. All clearing activities are carried on a fully disclosed basis
with our customers. These clearing services are furnished to us and our clients
for a fee and include billing, custody of securities, credit review (including
for margin accounts) and similar activities. However, if our customers do not
pay or deliver securities for a trade or if they do not properly maintain their
credit balances on "margin" accounts, and there is a loss for which we cannot
collect from our customer, we are generally liable for such losses. We maintain
our back office and compliance divisions to supervise our activities generally
and to ensure financial and regulatory compliance with applicable rules.
Vendors
We employ a multitude of third party vendors which supply us with
information services and software, including stock quotations, stock trading
charts, news and financial data. We have alternate sources for these services
and, accordingly, do not consider ourselves dependent on any one or more of
these suppliers.
Competition
The securities industry is very competitive and, with technical
innovation, is becoming even more so. Accordingly, we seek to compete based upon
our traditional strengths built up over a forty year period of time of:
o quality
o efficiency
o price
o reliability of our trading abilities
o our reputation in the markets and with other market
professionals
o relationships with our institutional and retail clients
o our skilled and experienced management team
o research data
We also utilize what we consider the best and most reliable of
technological advances in order to compete and maintain the quality of services
provided. We are competing with a galaxy of large and small brokerage firms
which utilize both traditional methods and electronic commerce to transact their
business.
8
<PAGE>
We encounter intense competition in all aspects of the securities
tbusiness and compete directly with other securities firms, a significant number
of which have substantially greater capital and other resources. Many of these
competitors now offer a wider range of financial services although our strategy
is to bridge this gap by broadening our product line. In addition to competition
from firms currently in the securities business there has recently been
increasing competition from other sources such as commercial banks and insurance
companies offering financial services. We believe that the principal competitive
factors in the securities industry are the quality and ability of professional
personnel and relative prices of services and products offered. We and our
competitors also directly solicit potential customers and furnish investment
research publications to investors in an effort to hold and attract existing and
potential clients.
Government Regulation
The securities industry in the United States is subject to extensive
regulation under both federal and state laws. We are registered as a
broker/dealer with the SEC. Much of the regulation of broker/dealers has been
delegated to self-regulatory 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 our operations. Securities firms are also subject to
regulation by state securities administrators in those states in which they
conduct business.
Regulatory bodies are charged with safeguarding the integrity of the
securities and other financial markets and with protecting the interests of
clients participating in those markets, but not with protecting the interests of
our shareholders. Broker-dealers are subject to regulations covering all aspects
of the securities business, including sales methods, trade practices among
broker-dealers, use and safekeeping of clients' funds and securities, capital
structure, record keeping and the conduct of directors, officers and employees.
Net Capital Requirements
The SEC, NASD and various other regulatory agencies have rigid rules
requiring the maintenance of specific levels of net capital by securities
brokers, including the SEC's uniform net capital rule which we must comply with.
Net capital is defined as assets minus liabilities plus other allowable credits
and qualifying subordinated borrowings less mandatory deductions that result
from excluding assets that are not readily convertible into cash and from
valuing other assets, such as a firm's positions in securities, on a stringent
basis. Among these deductions are adjustments in the market value of securities
to reflect the possibility of a market decline prior to disposition.
As of October 31, 1999, we were required to maintain minimum net
capital, in accordance with SEC rules, of $1,000,000 and had total net capital
of approximately $12,203,788 or approximately $11,203,788 in excess of our
minimum net capital requirements.
9
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If we fail to maintain the required net capital we may be subject to
suspension or revocation of registration by the SEC and suspension or expulsion
by the NASD and other regulatory bodies. In addition, a change in the net
capital rules, the imposition of new rules, a specific operating loss, or any
unusually large charge against net capital could limit our operations that
require the intensive use of capital and could limit our ability to expand our
business. The net capital rules also could restrict our ability to withdraw
capital, which could limit our ability to pay dividends, repay debt and
repurchase shares of our outstanding stock.
Personnel
As of December 1, 1999, we employ a total of 182 full-time persons,
whose primary roles are: 3 engaged in executive management, 5 accounting, 6
compliance, 18 back office personnel, 5 retail clerical, 52 retail
representatives, 6 institutional/research, 10 investment banking, 63 trading and
13 bonds and fixed income. Our relations with our employees are generally good
and we have no collective bargaining agreements with any labor unions.
Our registered representatives are required to take examinations
administered by the NASD and state authorities in order to be qualified to
transact business. Our success will depend on our ability to hire and retain
additional qualified trading, technical and financial personnel, who are
generally in high demand.
Executive Offices
Our principal executive offices are located at Newport Tower, 525
Washington Boulevard, Jersey City, New Jersey, and our telephone number is
201-459-9500.
SELLING SHAREHOLDER
The shares being offered for resale by the selling shareholder were
acquired pursuant to the exercise of options under our 1993 Employees Stock
Option Plan. The selling shareholder is Martin H. Meyerson, the Chairman and
Chief Executive Officer of our Company. We paid the expenses of registering the
shares issuable pursuant to our 1993 Employees Stock Option Plan under the
Securities Act, including registration and filing fees, blue sky expenses,
printing expenses, accounting fees, administrative expenses and will pay our
counsel fees in connection with preparation of this prospectus.
The following table sets forth the name of the selling shareholder, the
number of shares of common stock beneficially owned by such selling shareholder
and saleable pursuant to this prospectus as of December 1, 1999 and the number
of shares being offered by the selling shareholder. The shares being offered by
this prospectus are being registered to permit public secondary trading, and the
selling shareholder may offer all or part of the shares for resale from time to
time. However, such selling shareholder is under no obligation to sell all or
any portion of such shares nor is such selling shareholder obligated to sell any
shares immediately under this
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prospectus. All information with respect to share ownership has been furnished
to us by the selling shareholder. Because the selling shareholder may sell all
or part of his shares, no estimates can be given as to the number of shares that
will be held by selling shareholder upon termination of any offering made
hereby.
<TABLE>
<CAPTION>
Shares Beneficially Shares to be Shares
Name of Selling Owned Prior to Sold in the Owned After
Shareholder the Offering (1) Offering the Offering(1)(2)
- ----------- ---------------- -------- ------------------
<S> <C> <C> <C>
Martin H. Meyerson 430,000 430,000 0
-------
Total to be sold: 430,000
</TABLE>
(1) Beneficial ownership is determined in accordance with Rule 13d-3 of the
Exchange Act. Does not include shares of common stock otherwise owned
by the selling shareholders.
(2) Assumes all shares offered hereby are sold in the Offering.
USE OF PROCEEDS
We will not receive any proceeds from the sales of the shares of common
stock. All of the shares of common stock being offered are beneficially owned by
the selling shareholder named in this prospectus and the proceeds of sales will
go to him.
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by the selling
shareholder or by pledgees, donees or transferees of, or successors in interest
to, the selling shareholder, directly to one or more purchasers (including
pledgees) or through brokers, dealers or underwriters who may act solely as
agents or may acquire shares as principals, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices, which may be changed. The distribution of the shares
may be made in one or more of the following methods: (i) ordinary brokers
transactions, which may include long or short sales, (ii) transactions involving
cross or block trades or otherwise on the Nasdaq National Market, (iii) purchase
by brokers, dealers or underwriters as principal and resale by such purchasers
for their own accounts pursuant to this prospectus, (iv) "at the market" to or
through market makers or into an existing market for the common stock, (v) in
other ways not involving market makers or established trading markets, including
direct sales to purchasers or sales effected through agents, (vi) through
transactions in options, swaps or other derivatives (whether exchange listed or
otherwise), or (vii) any combination of the foregoing, or by any other legally
available means. In addition, the selling shareholder or his successors in
interest may enter into hedging transactions with broker-dealers who may engage
in short sales of shares of common stock in the course of hedging the positions
they assume with the selling shareholders. The selling shareholder or his
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<PAGE>
successors in interest may also enter into option or other transactions with
broker-dealers that require the delivery by such broker-dealers of the shares,
which shares may be resold thereafter pursuant to this prospectus.
Brokers, dealers, underwriters or agents participating in the
distribution of the shares may receive compensation in the form of discounts,
concessions or commissions from the selling shareholders and/or the purchasers
of shares for whom such broker-dealers may act as agent or to whom they may sell
as principal, or both (which compensation as to a particular broker-dealer may
be in excess of customary commissions). The selling shareholders and any
broker-dealers acting in connection with the sale of the shares hereunder may be
deemed to be underwriters within the meaning of section 2(11) of the Securities
Act, and any commissions received by them and any profit realized by them on the
resale of shares as principals may be deemed underwriting compensation under the
Securities Act. Neither we nor any selling shareholder can presently estimate
the amount of such compensation. We know of no existing arrangements between the
selling shareholder and any other shareholder, broker, dealer, underwriter or
agent relating to the sale or distribution of the shares. Furthermore, we may
act as a broker-dealer for the selling shareholder in selling the shares offered
by this prospectus but only in accordance with all applicable rules, including
Regulation M.
The selling shareholder and any other persons participating in a
distribution of securities will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including, without
limitation, Regulation M, which may restrict certain activities of, and limit
the timing of purchases and sales of securities by, selling shareholders and
other persons participating in a distribution of securities. Furthermore, under
Regulation M, persons engaged in a distribution of securities are prohibited
from simultaneously engaging in market making and certain other activities with
respect to such securities for a specified period of time prior to the
commencement of such distributions subject to specified exceptions or
exemptions. All of the foregoing may affect the marketability of the securities
offered hereby.
Any securities covered by this prospectus that qualify for sale
pursuant to rule 144 under the Securities Act may be sold under that rule rather
than pursuant to this prospectus.
There can be no assurance that the selling shareholder will sell any or
all of the shares of common stock offered by this prospectus.
CERTAIN MATTERS RELATING TO THE
COMMON STOCK AND VOTING
Amendments to our company's certificate of incorporation requires the
affirmative vote of two-thirds of our outstanding shares of common stock, unless
our board of directors, also by a two-thirds vote and on a case-by-case basis,
reduces the number of shares required to amend the certificate of incorporation
but not below a majority of the shares outstanding.
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Our shareholders may not take action by written consent without a
meeting.
Our board of directors is divided into three classes, with the number
of directors in each class fixed by the board of directors, and with the term of
office of one class expiring each year. There are currently two classes of three
directors each and one class of two directors.
LEGAL MATTERS
The validity of the shares of common stock being offered hereby will be
passed upon for us by Hartman & Craven LLP, 460 Park Avenue, New York, New York
10022.
EXPERTS
The financial statements incorporated in this prospectus that are
contained in our Annual Report on Form 10-K for the year ended January 31, 1999
have been audited by Vincent R. Vassallo, CPA, independent accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in auditing and accounting
in giving said report.
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------------------------------
We have not authorized any dealer, salesperson or any other person to
give any information or to represent anything not contained in this prospectus.
You must not rely on any unauthorized information. This prospectus does not
offer to sell or buy any shares in any jurisdiction where it is unlawful.
------------------------------
- ------------------------------
430,000 Shares
M.H. MEYERSON & CO., INC.
Common Stock
PROSPECTUS
December 22, 1999
- ------------------------------
- ------------------------------
TABLE OF CONTENTS
Risk Factors............................................ 1
Available Information................................... 2
Incorporation of Certain Documents
by Reference........................................ 2
Forward-Looking Statements.............................. 3
The Company............................................. 4
Selling Shareholder..................................... 10
Use of Proceeds......................................... 11
Plan of Distribution.................................... 11
Certain Matters Relating to the
Common Stock and Voting............................ 12
Legal Matters........................................... 13
Experts................................................. 13
------------------------------
<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")
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; for the quarter ended July 31, 1999,
filed with the Commission on August 30, 1999; and for the quarter ended October
31, 1999, filed with the Commission on December 9, 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.
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
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<PAGE>
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 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,
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<PAGE>
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.
156,480 shares of common stock to be sold pursuant to the reoffer
prospectus included as a part of this registration statement were acquired upon
exercise of options under the Plan pursuant to a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.
Item 8. Exhibits
EXHIBIT DESCRIPTION
NUMBER
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.
- -----------------
* Previously filed.
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<PAGE>
Item 9. Undertakings
(a) The undersigned Registrant 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 Securities Act of 1993;
(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; and
(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;
Provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section l 5(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(4) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(b)
under the Act shall be deemed to be part of this registration statement as of
the time it was declared effective.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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
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<PAGE>
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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.
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<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 December 20,
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 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
Officer and Director (Principal
Executive Officer and
/s/ Martin H. Meyerson Principal Financial Officer) December 20, 1999
- ------------------------------
Martin H. Meyerson
President, Chief Operating
/s/ Michael Silvestri Officer and Director December 20, 1999
- ------------------------------
Michael Silvestri
/s/ Kenneth J. Koock Vice Chairman and Director December 20, 1999
- ------------------------------
Kenneth J. Koock
Vice President, Foreign Trading,
/s/ Jeffrey E. Meyerson and Director December 20, 1999
- ------------------------------
Jeffrey E. Meyerson
Vice President, Controller,
Secretary, Treasurer and Director
/s/ Eugene M. Whitehouse (Principal Accounting Officer) December 20, 1999
- ------------------------------
Eugene M. Whitehouse
/s/ Bertram Siegel, Esq. Director December 20, 1999
- ------------------------------
Bertram Siegel, Esq.
/s/ Martin Leventhal, CPA Director December 20, 1999
- ------------------------------
Martin Leventhal, CPA
/s/ Alfred T. Duncan Director December 20, 1999
- ------------------------------
Alfred T. Duncan
</TABLE>
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<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (Reg. No. 333- 83371) 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 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,
Certified Public Accountant
Sea Cliff, New York
December 20, 1999
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