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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Maxcor Financial Group Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
31769Q - 10 - 8
(CUSIP Number)
Donald R.A. Marshall
c/o Euro Brokers Investment Corporation
Two World Trade Center, 84th Floor
New York, NY 10048
with a copy to:
General Counsel
Maxcor Financial Group Inc.
Two World Trade Center, 84th Floor
New York, New York 10048
(212) 748-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 17, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13D-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5
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SCHEDULE 13D
CUSIP No. 31769Q-10-8 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald R.A. Marshall
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 732,616 (including shares issuable upon currently
exercisable Options)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 732,616 (including shares issuable upon currently
exercisable Options)
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
732,616 (including shares issuable upon currently exercisable
Options)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5
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Donald R.A. Marshall (the "Reporting Person") hereby amends his
Statement on Schedule 13D, dated August 23, 1996 (previously amended on December
13, 1996), relating to the Common Stock, $.001 par value, of Maxcor Financial
Group Inc. (previously known as Financial Services Acquisition Corporation), a
Delaware corporation, as follows:
Item 1. Securities and Issuer
---------------------
The text of Item 1 is hereby deleted and replaced in its entirety by the
following:
This statement relates to the Common Stock, par value $.001
per share (the "Common Stock"), of Maxcor Financial Group Inc., a Delaware
corporation (the "Issuer"), formerly known as Financial Services
Acquisition Corporation. The Issuer's principal executive offices are
located at Two World Trade Center, 84th Floor, New York, NY 10048.
Item 3. Source and Amount of Funds
or Other Consideration
--------------------------
The following paragraphs are hereby added to the end of Item 3:
On November 22, 1996, the Reporting Person received a grant
from the Issuer of 150,000 options to acquire its Common Stock
("Options"). 60,000 of the Options were incentive stock options ("ISOs"),
granted at an exercise price of $5.50 (which was 110% of the fair market
value of the Common Stock on the date of grant), and vest in equal
one-third increments on each of the first through third anniversaries of
the date of grant. The remaining 90,000 of the Options were non-qualified
stock options, granted at an exercise price of $5.00, and also vest in
equal one-third increments on each of the first through third
anniversaries of the date of grant.
On October 16, 1997, the Issuer commenced an exchange offer
(the "Exchange Offer") pursuant to which it offered to exchange 0.1667 of
a share of its Common Stock for each and every of its outstanding
Warrants. The Issuer consummated the Exchange Offer on November 17, 1997
and accepted for exchange pursuant thereto approximately 95.1% of its
outstanding Warrants. Pursuant to the Exchange Offer, the Reporting Person
tendered all 895,632 Warrants previously beneficially owned by him and
received in exchange therefor an aggregate of 149,301 shares of Common
Stock (plus approximately $2.87 in cash).
Item 4. Purpose of Transaction
----------------------
The following cross-reference is hereby added to the end of Item 4:
As described below in Item 6, on November 22, 1996 the Reporting Person
resigned as a member of the Issuer's Board of Directors.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Paragraph (a) of Item 5 is hereby deleted and replaced in its entirety by the
following:
(a) The Reporting Person currently beneficially owns
732,616 shares of Common
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Stock, which number includes 50,000 Options that are currently
exercisable. In the Final Amendment to its Schedule 13E-4, dated December
2, 1996, relating to the Exchange Offer, the Issuer reported that, after
giving effect to the issuance of shares of Common Stock pursuant to the
Exchange Offer, a total of 11,330,631 shares of Common Stock were
outstanding. Based on such information, the Common Stock currently
beneficially owned by the Reporting Person represents approximately 6.4%
of the Common Stock outstanding following the Exchange Offer (including
shares issuable upon exercise of the currently exercisable Options held by
the Reporting Person).
Item 6. Contracts, Understandings or Relationships
with Respect to Securities of the Issuer
------------------------------------------
The following sentence is hereby added to the end of the 1st paragraph
(commencing with "In accordance with the terms of the Merger Agreement...")
under Item 6:
The escrow period expired on August 16, 1997, without any claim being made
for the shares of Common Stock placed in escrow, and, accordingly, all
such shares were released without the making of any adjustments.
The following sentence is hereby added to the end of the 3rd paragraph
(commencing with "According to the terms of the Merger Agreement...") under Item
6:
As a result of the consummation of the Exchange Offer, the Security
Transfer Agreement is no longer applicable to any securities beneficially
owned by the Reporting Person.
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SIGNATURE PAGE
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After reasonable inquiry and to the best of my knowledge
and belief, I certify the information set forth in this Statement is true,
complete and correct.
Dated: December 10, 1997
/s/ Donald R. A. Marshall
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Donald R.A. Marshall
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