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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 are offering all of the shares to be
sold in this offering.
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.
Investing in the common stock involves risks. See "Risk Factors"
beginning on page 3.
Our common stock is traded on the Nasdaq National Market under the
symbol MHMY. On April 10, 2000, the closing price of our common stock as
reported on the Nasdaq National Market was $5.06.
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 April 11, 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
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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 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
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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 $460,000,000.00 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
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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 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
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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:
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.
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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 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.
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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.
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.
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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 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
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selling shareholder upon termination of any offering made hereby.
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.
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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
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shareholders in selling any of the shares offered by this prospectus.
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>
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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.
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310,000 Shares
M.H. MEYERSON & CO., INC.
Common Stock
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PROSPECTUS
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April 11, 2000
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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
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