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As filed with the Securities and Exchange Commission on March 23, 2000.
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
M. H. MEYERSON & CO., INC.
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(Exact name of registrant as specified in its charter)
New Jersey 13-1924455
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Newport Tower, 525 Washington Boulevard
Jersey City, NJ 07310 07310
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(Address of Principal Executive Offices) (Zip Code)
Edward I. Tishelman
c/o Hartman & Craven LLP
460 Park Avenue
New York, New York 10022
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(Name and address of agent for service)
(212) 753-7500
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(Telephone number, including area code, of agent for service)
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Copy to:
Joel I. Frank, Esq.
Hartman & Craven LLP
460 Park Avenue
New York, New York 10022
(212) 753-7500
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment Plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment Plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of each class maximum Proposed
of offering maximum
securities price aggregate Amount of
to be Amount to be per offering registration
registered registered share (1) price fee
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Common
Stock, par value
$.01 per share 310,000 shares $5.61 $1,739,100 $459.12
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of
1933, on the basis of the average of the high and low sale prices
reported on the Nasdaq National Market on March 20, 2000.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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M.H. MEYERSON & CO., INC.
PROSPECTUS
310,000 SHARES OF
COMMON STOCK
This Prospectus relates to an offering from time to time of up to 310,000
shares of common stock of M.H. MEYERSON & CO., INC. The selling shareholders
identified in this prospectus (or their 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. The selling
shareholders acquired the shares on June 4, 1999, June 7, 1999 and October
26, 1999 by gift from Martin H. Meyerson, the Chairman and Chief Executive
Officer of M.H. MEYERSON & CO., INC.
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 any of the
shares offered by this prospectus.
Our common stock is traded on the Nasdaq National Market under the symbol
MHMY. On March 20, 2000, the closing price of our common stock as reported on
the Nasdaq National Market was $5.56.
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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 March ____, 2000.
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AVAILABLE INFORMATION
We have filed with the SEC the registration statement on form S-3 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 Section of the commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, upon the payment of prescribed fees. 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.
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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 quarters ended April 30, 1999,
July 31, 1999 and October 31, 1999; and
(3) the description of the common stock contained in our registration
statement on Form 8-A dated March 15, 1994.
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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.
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."
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, by are not limited to, 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 and occupancy charge and equipment costs remain
relatively fixed.
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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
stockholders. 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
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employees could be suspended or expelled, any of which could have a material
adverse effect on our business, financial condition and operating results.
The conversion to decimalization in securities quotations could adversely affect
profitability in our trading activities.
A substantial portion of our revenues and profitability have historically
emanated from our market making and trading activities, particularly in the
small and micro-cap fields. The SEC has recently promulgated rules that will
require a shift from the traditional method of quoting securities in fractions
of a dollar and has required, commencing with the summer of 2000, that
securities be quoted in decimals. This is likely to result in spreads between
the bid and asked price of one or several cents rather than the larger spreads
which are more traditional. The narrowing of spreads, particularly in the small
and micro-cap securities markets, may impose pressure on profitability of market
markers in these securities. One possible yet indeterminable countervailing
factor is that the narrowing of spreads is believed, by some commentators, to
encourage investors to participate more actively in the markets for these lower
capitalized securities and will thereby increase volume and potential profits to
be derived from trading in these securities; however, this remains speculative
and will either be borne out or contradicted over time as the securities markets
develop experience in the course of decimalization.
Our business subjects us to numerous risks of litigation.
We may be subject to legal proceedings and claims associated with out
business including arbitration and other disputes with customers. In addition,
we previously announced that a class action has been instituted against
Optomedic Medical Technologies Ltd. ("Optomedic"), an executive officer of
Optomedic and against us in connection with an underwriting in June 1998 of
Optomedic securities by us. The action is in a very preliminary stage, and the
time for us to respond to plaintiffs' complaint has not yet occurred. We and our
attorneys believe that plaintiffs have filed a deficient pleading but have been
advised that plaintiffs are in the process of filing an amended pleading.
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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 March 1, 2000, we were market makers in
approximately 3,300 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 approximately 38 securities traders and 40 assistant traders
and correspondent service professionals 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 timely 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 institutions, 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.
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.
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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
$460,000,000.00 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.
8. Emeyerson.com Electronic Trading Subsidiary - On January 29, 1999, we
organized our Emeyerson.com Inc. subsidiary ("Emeyerson"). At this date,
we own approximately 65% of this subsidiary, and have raised
approximately $950,000 by private placements of its stock, to point it to
the commencement of business. We are presently engaged in raising
additional private capital for this enterprise, which will prepare it for
the commencement of its active business, although it will further dilute
our ownership interest. Emeyerson received its broker-dealer registration
clearance from the SEC on May 11, 1999 and its NASD membership
application was approved in January 2000. We are also preparing to
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register Emeyerson as a broker-dealer in substantially all of the states.
While the early stages of Emeyerson's development are being actively
assisted by us and our personnel, Emeyerson has begun to hire its own
full-time executive and financial management, for commencement of its
activities as a retail online brokerage company. Emeyerson has licensed
from TradinGear.com., Inc. ("TG"), a privately held company providing
on-line electronic securities brokerage systems and related technology
services, its fully automated transaction system. This allows
broker-dealers and institutional clients to access market information and
execution services, via the Internet, Intranets, Extranets, VPN, ISP's
and direct modem access. Emeyerson has an exclusive license agreement
with TG for its e-Brokerage Suite(TM) software and expects to sublicense
it to interested financial institutions on a business to business
platform. Emeyerson has also entered into a clearing agreement with
Investec Ernst & Company, an international diversified financial services
organization with offices in 15 countries, specializing in corporate and
investment banking, asset management, securities trading and private
banking. Both TG and Investec have an approximately 10% ownership
position in Emeyerson and Emeyerson owns 5% of TG's stock.
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 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. The Brass system, which, in effect, 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 relative
trading volume in a specific security. During Calendar 1999, Autex reported
that we ranked 15th 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:
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1. Engaging in merchant banking activities whereby we secure private
placement or other funding for small but dynamically expanding electronic
commerce entities, while investing in or receiving securities in these
operations as well.
2. Consulting with, and analyzing the needs of, clients involved in these
newly developing fields so that we may advise them in acquiring other
operations or expanding their domain sites or other activities to
encompass 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 service provider 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; and
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.
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., member of the New York Stock Exchange and other principal stock
exchanges. We are planning to clear all transactions for our retail customers
with Investec Ernst & Co. Inc. commencing on or before May 1, 2000. Our prior
clearing firm has been Bear Stearns Securities Corp. 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
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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.
We encounter intense competition in all aspects of the securities business
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.
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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-regulated organizations, principally the NASD and national
securities exchanges such as NASDAQ. These self-regulatory organizations adopt
rules (subject to approval by the SEC) that govern the industry and conduct
periodic examinations of 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 $12,204,000 or approximately $11,204,000 in excess of our minimum
net capital requirements.
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.
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Personnel
As of March 1, 2000, we employ a total of approximately 200 full-time
persons, whose primary roles are: 3 engaged in executive management, 5
accounting, 6 compliance, 22 back office personnel, 7 retail clerical, 53 retail
representatives, 6 institutional/research, 10 investment banking, 74 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.
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 SHAREHOLDERS
The shares being offered for resale by the selling shareholders were acquired
by gift from Martin H. Meyerson, the Chairman and Chief Executive Officer of our
company. We have agreed to keep the registration statement, of which this
prospectus is a part, effective until the earlier of the date that all of such
shares (i) have been sold pursuant to the registration statement and (ii) may be
sold without registration. We agreed to pay the expenses of registering the
shares under the Securities Act, including registration and filing fees, but not
any commissions, underwriting commissions or similar charges relating to the
sale of shares.
The following table sets forth the name of each selling shareholder, the
number of shares of common stock beneficially owned by such selling shareholder
as of March 1, 2000 and the number of shares being offered by each selling
shareholder. The shares being offered by this prospectus are being registered to
permit public secondary trading, and the selling shareholders may offer all or
part of the shares for resale from time to time. However, such selling
shareholders are under no obligation to sell all or any portion of such shares
nor are such selling shareholders obligated to sell any shares immediately under
this prospectus. All information with respect to share ownership has been
furnished to us by the selling shareholders. Because the selling shareholders
may sell all or part of their shares, no estimates can be given as to the number
of shares that will be held by any selling shareholder upon termination of any
offering made hereby.
11
<PAGE>
As described in the notes to the table, voting and investment power with
respect to certain of the shares is shared by certain of the named shareholders
so that, technically and for purposes of the table, such shareholder is shown as
beneficially owning the same shares as another shareholder; the total number of
shares that is, in fact, owned by all these shareholders is the same 310,000
shares.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Beneficially Shares
Name of Selling Owned Prior to the Shares to be Sold in Owned After the
Shareholder Offering(1) the Offering Offering (1)(2)
- --------------- ------------------- -------------------- ---------------
<S> <C> <C> <C>
Jill E. Meyerson 130,000 130,000 0
Douglas J. Meyerson 130,000 130,000 0
Samantha A. Meyerson,
Held Under Uniform
Gift to Minors Act,
Jeffrey E. Meyerson,
Trustee 25,000 25,000 0
Zachary R. Meyerson,
Held Under Uniform
Gift to Minors Act,
Jeffrey E. Meyerson,
Trustee 25,000 25,000 0
-------
Total to be sold: 310,000
-------
</TABLE>
- -------------
(1) Beneficial ownership is determined in accordance with Rule 13d-3 of the
Exchange Act. The persons named in the table above have shared voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them.
(2) Assumes all shares offered hereby are sold in the Offering.
(3) Jeffrey E. Meyerson is the parent of each minor child and is an
executive officer and director of M.H. Meyerson & Co., Inc.
12
<PAGE>
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 shareholders named in this prospectus and the proceeds of sale will
go to them.
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by the selling
shareholders or by pledgees, donees or transferees of, or successors in interest
to, the selling shareholders, 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 shareholders or their 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 shareholders or their
successors in interest may also enter into option or other transactions with
broker-dealers that require that 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 any
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 shareholders in selling any of the shares
offered by this prospectus.
13
<PAGE>
Each 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 shareholders will sell any or
all of the shares of common stock offered by this prospectus.
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.
14
<PAGE>
--------------------------------- -------------------------
We have not authorized any dealer, 310,000 Shares
salesperson or any other person to give any
information or to represent anything not M.H. MEYERSON & CO., INC.
contained in this prospectus. You must not
rely on any unauthorized information. This Common Stock
prospectus does not offer to sell or buy any
shares in any jurisdiction where it is -------------------------
unlawful. PROSPECTUS
---------------------------------
-------------------------
March ___, 2000
-------------------------
- ------------------------------
TABLE OF CONTENTS
Available Information............................ 1
Incorporation of Certain Documents
by Reference................................ 1
Forward-Looking Statements...................... 2
Risk Factors.................................... 3
The Company..................................... 5
Selling Shareholders............................ 11
Use of Proceeds................................. 13
Plan of Distribution............................ 13
Legal Matters................................... 14
Experts......................................... 14
---------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission Registration.... $ 459.00
Printing........................................... 600.00*
Legal Fees......................................... 3,300.00*
Miscellaneous Expenses............................. 550.00*
Total........ $4,909.00*
=========
- ----------
*Estimated.
ITEM 15. 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
II-1
<PAGE>
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, 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.
ITEM 16. EXHIBITS.
EXHIBIT NO.
- --------------
4.1 Amended and Restated Certificate of Incorporation of the
Company, as amended.*
4.2 Restated By-laws of the Company.*
II-2
<PAGE>
5 Opinion of Hartman & Craven LLP with respect to the legality
of the securities being registered hereby.
23.1 Consent of Vincent R. Vassallo, CPA.
23.2 The consent of Hartman & Craven LLP is contained in its
opinion filed as Exhibit 5 to this registration statement.
- --------------
* Incorporated by reference from the Company's Registration Statement on Form
S-3 (Reg. No. 333-80363).
ITEM 17. 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 1933;
(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 l5(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
II-3
<PAGE>
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 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.
II-4
<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-3 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, New Jersey on March 23, 2000.
M.H. MEYERSON & CO., INC.
By: /s/ Michael Silvestri
---------------------
Michael Silvestri
President and Chief Operating Officer
Each person whose signature appears below constitutes and appoints
Martin H. Meyerson and Michael Silvestri, and each of them, his true and lawful
attorney-in-fact and agent, acting alone, with full powers of substitution and
resubstitution, for his or her and in his or her name, place and stead, in any
and all capacities, this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, acting alone, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
- ---------- ----- ----
Chairman, Chief Executive
Officer, Chief Financial
Officer and Director (Principal
/s/ Martin H. Meyerson Executive Officer and Principal
- ------------------------ Financial Officer) March 23, 2000
Martin H. Meyerson
President, Chief Operating
/s/ Michael Silvestri Officer and Director March 23, 2000
- ------------------------
Michael Silvestri
/s/ Kenneth J. Koock Vice Chairman and Director March 23, 2000
- ------------------------
Kenneth J. Koock
Vice President, Foreign Trading,
/s/ Jeffrey E. Meyerson and Director March 23, 2000
- ------------------------
Jeffrey E. Meyerson
/s/ Eugene M. Whitehouse Senior Vice President,Controller, March 23, 2000
- ------------------------ Secretary, Treasurer and Director
Eugene M. Whitehouse (Principal Accounting Officer)
Director March __, 2000
- ------------------------
Bertram Siegel, Esq.
Director March __, 2000
- ------------------------
Martin Leventhal, CPA
Director March __, 2000
- ------------------------
Alfred T. Duncan
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5 Opinion of Hartman & Craven LLP with respect to the legality of the
securities being registered hereby.
23.1 Consent of Vincent R. Vassallo, CPA.
23.2 The consent of Hartman & Craven LLP is contained in its opinion
filed as Exhibit 5 to this registration statement.
II-6
<PAGE>
EXHIBIT 5
HARTMAN & CRAVEN LLP
460 Park Avenue
New York, New York 10022
March 23, 2000
M.H. MEYERSON & CO., INC.
Newport Tower
525 Washington Boulevard
Jersey City, New Jersey 03710
Re: Registration Statement on Form S-3
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-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to 310,000
shares (the "Shares") of the Company's common stock, $0.01 par value per share
("Common Stock"), which were transferred to the selling shareholders named
therein as gifts by Martin H. Meyerson, Chairman of the Company.
In connection with this opinion, we have examined and relied upon
copies certified or otherwise identified to our satisfaction of: (i) the
Registration Statement (including the exhibits thereto) and the Prospectus
contained therein; (ii) the Company's Certificate of Incorporation, as amended
and By-laws, as amended; and (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 an
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 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
II-7
<PAGE>
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 have been validly issued and are 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 States of New York or New Jersey 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
<PAGE>
EXHIBIT 23.1
VINCENT R. VASSALLO
CERTIFIED PUBLIC ACCOUNTANT
================================================================================
16 PORTER PLACE
SEA CLIFF, NEW YORK 11579
TEL: (516) 759-1994 FAX: (516) 759-7109
The Board of Directors
M.H. Meyerson & Co., Inc.
525 Washington Blvd.
Jersey City, NJ 07310
March 23, 2000
Dear Sirs:
We consent to incorporation by reference in the registration statement on Form
S-3 of M. H. Meyerson & Co., Inc. of our report dated March 19, 1999, relating
to the statements of financial condition of M.H. Meyerson & Co., Inc. as of
January 31, 1999 and 1998, and the related statements of operations, changes in
shareholders' equity and cash flows for each of the three years in the period
ended January 31, 1999, which report appears in the January 31, 1999 annual
report on Form 10-K of M.H. Meyerson & Co., Inc.
Very truly yours,
/s/ Vincent R. Vassallo
- ------------------------
Vincent R. Vassallo, CPA
Sea Cliff, New York
