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As filed with the Securities and Exchange Commission on January 9, 2001
Registration No. 333-_________
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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
525 Washington Boulevard, Jersey City, New Jersey 07310
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(Address of Principal Executive Offices) (Zip Code)
2000 STOCK OPTION PLAN
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(Full Title of the Plan)
Martin H. Meyerson, Chairman
M.H. MEYERSON & CO., INC.
525 Washington Boulevard
Jersey City, New Jersey 07310
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(Name and address of agent for service)
(201) 459-9500
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(Telephone number, including area code, of agent for service)
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COPY TO:
Edward I. Tishelman, Esq.
Hartman & Craven LLP
460 Park Avenue
New York, New York 10022
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
maximum maximum Amount of
Title of Amount to be offering price aggregate registration
securities to be registered registered per share(1) offering price(1) fee
-------------------------------------------------------- -------------------- ------------------ --------------------- -------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share ........... 500,000 shares $2.90625 $1,453,125 $383.63
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(1) Based on a per share exercise price of $2.90625 per share, which price is
estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933, as
amended. The price per share is estimated based on the average of the high and
low prices for M.H. MEYERSON & CO., INC.'s Common Stock on January 5, 2001, as
reported by the National Association of Securities Dealers' Automated Quotation
System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by M.H. MEYERSON & CO., INC. (the "Registrant") are hereby
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 2000 filed with the Commission on April 28, 2000;
(b) The Registrant's Form 10-Q for the quarter ended April 30, 2000, filed
with the Commission on June 12, 2000; Form 10-Q for the quarter ended July 31,
2000, filed with the Commission on September 13, 2000; and Form 10-Q for the
quarter ended October 31, 2000, filed with the Commission on December 14, 2000;
and
(c) The description of the Registrant's common stock, $0.01 par value (the
"Common Stock"), contained in the Registrant's Registration Statement on Form
8-A filed with the Commission on January 31, 1994 under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, after the date hereof and prior to the filing of
a post-effective amendment to the Registration Statement which indicates that
all the securities offered hereby have been sold, or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.
ITEM 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
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Item 6. Indemnification of Directors and Officers
The Business Corporation Act of the State of New Jersey contains provisions
entitling directors and officers of the Company to indemnification from
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees, as the result of an action or proceeding in which they may be
involved by reason of being or having been a director or officer of the Company
provided said officers or directors acted in good faith.
Article EIGHTH of the Company's Amended and Restated Certificate of
Incorporation, as amended, contains the following provision with respect to
indemnification of Directors and Officers:
"EIGHTH: The Corporation shall indemnify its officers, directors,
employees, and agents and former officers, directors, employees, and
agents, and any other persons serving at the request of the Corporation as
an officer, director, employee, or agent of another corporation,
association, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees, judgments, fines, and amounts paid in
settlement) incurred in connection with any pending or threatened action,
suit or proceeding, whether civil, criminal, administrative or
investigative, with respect to which such officer, director, employee or
agent or other person is a party, or is threatened to be made a party, to
the full extent permitted by the New Jersey Business Corporation Act. The
indemnification provided herein (i) shall not be deemed exclusive of any
other right to which any person seeking indemnification may be entitled
under any by-law, agreement or vote of shareholders or disinterested
directors or otherwise, both as to action in his or her official capacity,
and (ii) shall inure to the benefit of the heirs, executors and the
administrators of any such person. The Corporation shall have the power,
but shall not be obligated, to purchase and maintain insurance on behalf of
any person or persons enumerated above against any liability asserted
against or incurred by them or any of them arising out of their status as
corporate directors, officers, employees or agents whether or not the
Corporation would have the power to indemnify them against such liability
under the provision of this article."
Article TENTH of the Company's Restated By-Laws contains the following
provision with respect to indemnification of Directors and Officers:
"TENTH: The Corporation shall indemnify its officers, Directors,
employees and agents to the fullest extent permitted by the General
Corporation Law of New Jersey, as amended from time to time.
Any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (whether or not
by or in the right of the Corporation) by reason of the fact that he is or
was a Director, officer, incorporator, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
Director, officer, incorporator, employee, partner, trustee, or agent of
another corporation, partnership, joint venture, trust or other enterprise
(including an employee benefit plan), shall be entitled to be
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indemnified by the Corporation to the full extent then permitted by law
against expenses (including attorney's fees), judgments, fines (including
excise taxes assessed on a person with respect to an employee benefit
plan), and amounts paid in settlement incurred by him in connection with
such action, suit, or proceeding. Such right of indemnification shall inure
whether or not the claim asserted is based on matters which antedate the
adoption of this Section 10.1. Such right of indemnification shall continue
as to a person who has ceased to be a Director, officer, incorporator,
employee, partner, trustee, or agent and shall inure to the benefit of the
heirs and personal representatives of such a person. The indemnification
provided by this Section 10.1 shall not be deemed exclusive of any other
rights which may be provided now or in the future under any provision
currently in effect or hereafter adopted of the By-Laws, by any agreement,
by vote of shareholders, by resolution of disinterested Directors, by
provision of law, or otherwise."
The Company may enter into one or more agreements with any person which
provide for indemnification greater or different than that provided in Article
EIGHTH. In addition, the Company maintains directors' and officers'
reimbursement and liability insurance pursuant to standard form policies. The
risks covered by such policies include certain liabilities under the securities
laws.
At present, there is no pending litigation or other proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits
EXHIBIT
NUMBER DESCRIPTION
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4 2000 Stock Option Plan.
5 Opinion of Hartman & Craven LLP regarding legality of the Common
Stock being registered.
23.1 Consent of Hartman & Craven LLP (included in their opinion filed
as Exhibit 5).
23.2 Consent of Vincent R. Vassallo, CPA, independent auditors.
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Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(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.
(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.
(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.
(h) 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jersey City, State of New Jersey, on January 9, 2001.
M.H. MEYERSON & CO., INC.
(Registrant)
By: /s/ Eugene M. Whitehouse
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Eugene M. Whitehouse
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Martin H. Meyerson Chairman, Chief Executive
--------------------------- Officer, Chief Financial
Martin H. Meyerson Officer and Director (Principal
Executive Officer and
Principal Financial Officer) January 9, 2001
/s/ Kenneth J. Koock Vice Chairman and Director January 9, 2001
---------------------------
Kenneth J. Koock
/s/ Eugene M. Whitehouse Chief Operating Officer, Controller,
--------------------------- Secretary, Treasurer and Director
Eugene M. Whitehouse (Principal Accounting Officer) January 9, 2001
/s/ Jeffrey E. Meyerson Vice President, Foreign Trading,
--------------------------- and Director January 9, 2001
Jeffrey E. Meyerson
/s/ Bertram Siegel, Esq. Director January 9, 2001
---------------------------
Bertram Siegel, Esq.
/s/ Martin Leventhal, CPA Director January 9, 2001
---------------------------
Martin Leventhal, CPA
/s/ Alfred T. Duncan Director January 9, 2001
---------------------------
Alfred T. Duncan
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EXHIBIT INDEX
Exhibit No. DESCRIPTION
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4 2000 Stock Option Plan
5 Opinion of Hartman & Craven LLP regarding legality of the Common
Stock being registered
23.1 Consent of Hartman & Craven LLP (included in their opinion filed
as Exhibit 5)
23.2 Consent of Vincent R. Vassallo, CPA, independent auditors
