As filed with the Securities and Exchange Commission on November 21, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
LADENBURG THALMANN FINANCIAL SERVICES INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 65-0701248
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
590 MADISON AVENUE, 34th FLOOR
NEW YORK, NEW YORK 10022
(Address of Principal Executive Offices)
1999 PERFORMANCE EQUITY PLAN
(Full Title of the Plan)
VICTOR M. RIVAS, President and Chief Executive Officer
Ladenburg Thalmann Financial Services Inc.
590 Madison Avenue, 34th Floor
New York, New York 10022
(212) 409-2000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
with a copy to:
DAVID ALAN MILLER, ESQ.
Graubard Miller
600 Third Avenue
New York, New York 10016-2097
Telephone: (212) 818-8800
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
============================================ ================== ======================= ====================== ====================
Common Stock issuable upon exercise of
options which may be granted under the 4,500,000 $0.16(2) $720,000.00 $66.24
1999 Performance Equity Plan
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TOTAL.......................... $66.24
===================================================================================================================================
(1) Pursuant to Rule 416, there are also being registered additional shares of
common stock as may become issuable pursuant to the anti-dilution
provisions of the 1999 Performance Equity Plan.
(2) Based on the last sale price of a share of our common stock as reported by
the American Stock Exchange on November 18, 2002 in accordance with Rules
457(c) and 457(h) promulgated under the Securities Act.
__________________
In accordance with the provisions of Rule 462 promulgated under the
Securities Act, this registration statement will become effective upon filing
with the Securities and Exchange Commission.
__________________
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The contents of the Registration Statement on Form S-8 (File No. 333-82688)
previously filed by the Registrant with the Securities and Exchange Commission
on February 13, 2002 are incorporated by reference in this Registration
Statement.
On January 22, 2002, the Registrant's Board of Directors approved an
amendment to the 1999 Performance Equity Plan to increase the number of shares
available for issuance under the plan from 5,500,000 shares to 10,000,000
shares. This amendment was approved by the shareholders of the Registrant on
November 6, 2002. Accordingly, the Registrant is filing this Registration
Statement to register the additional 4,500,000 shares of common stock available
for issuance under the plan.
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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 New York, State of New York, on this 20th day of
November, 2002.
LADENBURG THALMANN FINANCIAL SERVICES INC.
By: /s/ Victor M. Rivas
-----------------------------------
Name: Victor M. Rivas
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Howard M. Lorber, Richard J. Rosenstock, Victor
M. Rivas and Salvatore Giardina, and each of them, with full power to act
without the others, such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments to
this registration statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Victor M. Rivas President and November 20, 2002
--------------------------- Chief Executive Officer
Victor M. Rivas
/s/ Salvatore Giardina Vice President and November 20, 2002
--------------------------- Chief Financial Officer
Salvatore Giardina (and Principal Accounting
Officer)
/s/ Henry C. Beinstein Director November 20, 2002
---------------------------
Henry C. Beinstein
/s/ Robert J. Eide Director November 20, 2002
---------------------------
Robert J. Eide
/s/ Richard J. Lampen Director November 20, 2002
---------------------------
Richard J. Lampen
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/s/ Bennett S. LeBow Director November 20, 2002
---------------------------
Bennett S. LeBow
/s/ Howard M. Lorber Director November 20, 2002
---------------------------
Howard M. Lorber
/s/ Vincent A. Mangone Director November 20, 2002
---------------------------
Vincent A. Mangone
/s/ Richard J. Rosenstock Director November 20, 2002
---------------------------
Richard J. Rosenstock
/s/ Mark Zeitchick Director November 20, 2002
---------------------------
Mark Zeitchick
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EXHIBIT INDEX
Incorporated by
Exhibit Reference No. in
No. Description from Document Document
-------- ------------- -------------- -----------
4.1 Ladenburg Thalmann Financial A 10.1
Services Inc. 1999 Performance
Equity Plan (Amended and Restated)
5.1 Opinion of Graubard Miller - Filed Herewith
23.1 Consent of - Filed Herewith
PricewaterhouseCoopers LLP
23.2 Consent of Graubard Miller - -
(Included in Exhibit 5.1)
24.1 Power of Attorney - -
(Included on Signature page)
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A. Quarterly report on Form 10-Q for the quarter ended September 30, 2002.
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