As filed with the Securities and Exchange Commission on January 16, 2002
Registration No. 333-73996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MORGAN GROUP HOLDING CO.
(Exact name of Registrant as specified in its charter)
Delaware 6719 13-4196940
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification Number)
organization)
401 Theodore Fremd Avenue
Rye, New York 10580
(914) 921-8821
(Address, including zip code, and telephone number, including area code,
of Registrants principal executive offices)
John Fikre, Esq.
Lynch Interactive Corporation
401 Theodore Fremd Avenue
Rye, New York 10580
(914) 921-8821
(Name, address, including zip code, and telephone number,
including area code, of agent of service)
Copy to:
David J. Adler, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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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 Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment is being filed to correct exhibit 8.1 of Amendment
No. 1 to the Registration Statement of Morgan Group Holding Co.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13 Other Expenses of Issuance and Distribution.
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The following table sets forth the various expenses (other than
underwriting discounts and commissions) which we will pay in connection with the
issuance and distribution of the securities being registered. With the exception
of the Securities and Exchange Commission registration fee, all amounts shown
are estimates.
Securities and Exchange Commission Registration Fee $ 1,395.93
Blue Sky Fees and Expenses 5,000.00
Printing and Engraving 10,000.00
Accounting Fees and Expenses 20,000.00
Legal Fees and Expenses 100,000.00
Miscellaneous Expenses 15,000.00
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Total $ 151,395.93
ITEM 14 Indemnification of Directors and Officers
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As permitted by the Delaware General Corporation Law, our
certificate of incorporation limits the personal liability of our directors and
officers for breaches of their fiduciary duties. Liability is not eliminated for
o any breach of the duty of loyalty to us or our stockholders,
o acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
o unlawful payment of dividends or stock purchases or redemptions
pursuant to Section 174 of the Delaware General Corporation
Law, or
o any transaction from which the director derived an improper
personal benefit.
Our by-laws provide that we shall indemnify 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 by reason of the fact that he is or was a
director, officer, employee or an agent of ours or is or was serving at our
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the defense or
settlement of such action, suit or proceeding, to the fullest extent and in the
manner set forth in and permitted by Delaware law, as from time to time in
effect, and any other applicable law, as from time to time in effect. Such right
of indemnification is not be deemed exclusive of any other rights to which such
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of each such person.
ITEM 15 Recent Sales of Unregistered Securities
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Not Applicable
ITEM 16 Exhibits and Financial Statement Schedules
1. Exhibits:
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Exhibit Number Description
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3.1** Certificate of Incorporation of the Company
3.2** By-laws of the Company
4.1 Revolving Credit and Term Loan Agreement, dated
January 28, 1999, among The Morgan Group, Inc. and
Subsidiaries and Bank Boston, N.A., is
incorporated by reference to Exhibit 4(1) to The
Morgan Group, Inc.'s Current Report on Form 8-K
filed February 12, 1999.
4.2 Guaranty, dated January 28, 1999, among The Morgan
Group, Inc. and Subsidiaries and BankBoston, N.A.
is incorporated by reference to Exhibit 4(2) to
The Morgan Group, Inc.'s Current Report on Form
8-K filed February 12, 1999.
4.3 Security Agreement, dated January 28, 1999, among
The Morgan Group, Inc. and Subsidiaries and
BankBoston, N.A. is incorporated by reference to
Exhibit 4(3) to The Morgan Group, Inc.'s Current
Report on Form 8-K filed February 12, 1999.
4.4 Stock Pledge Agreement, dated January 28, 1999,
among The Morgan Group, Inc. and Subsidiaries and
BankBoston, N.A. is incorporated by reference to
Exhibit 4(4) to The Morgan Group, Inc.'s Current
Report on Form 8-K filed February 12, 1999.
4.5 Revolving Credit Note, dated January 28, 1999,
among The Morgan Group, Inc. and Subsidiaries and
BankBoston, N.A. is incorporated by reference to
Exhibit 4(5) to The Morgan Group, Inc.'s Current
Report on Form 8-K filed February 12,1999.
4.6 Amendment Agreement No. 1 to that Certain
Revolving Credit Agreement and Term Loan Agreement
among The Morgan Group, Inc. and its Subsidiaries
and BankBoston dated as of March 31, 2000, is
incorporated by reference to Exhibit 4.9 to The
Morgan Group, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2000.
4.7 Amendment Agreement No. 2 to that Certain
Revolving Credit Agreement and Term Loan Agreement
among The Morgan Group, Inc. and its Subsidiaries
and BankBoston dated as of November 10, 2000, is
incorporated by reference to Exhibit 4.10 to The
Morgan Group, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2000.
4.8 Form of Class A Warrant Certificate is
incorporated by reference to Exhibit 4.11 of
Amendment No. 1 to The Morgan Group, Inc.'s
Registration Statement on Form S-2, File No.
333-63188, filed August 15, 2001.
4.9 Form of Warrant Services Agreement between The
Morgan Group, Inc. and American Stock Transfer and
Trust Company is incorporated by reference to
Exhibit 4.12 of Amendment No. 1 to The Morgan
Group, Inc.'s Registration Statement on Form S-2,
File No. 333-63188, filed August 15, 2001.
4.10 Revolving Credit and Security Agreement, dated
July 27, 2001, among GMAC Commercial Credit LLC,
Morgan Drive Away, Inc. and TDI, Inc., is
incorporated by reference to Exhibit 4.1 to The
Morgan Group, Inc.'s Quarterly Report on Form 10-Q
for the period ended June 30, 2001, filed August
14, 2001.
4.11 Guaranty, dated July 27, 2001, between The Morgan
Group, Inc. and GMAC Commercial Credit LLC, is
incorporated by reference to Exhibit 4.2 to The
Morgan Group, Inc.'s Quarterly Report on Form 10-Q
for the period ended June 30, 2001, filed August
14, 2001.
4.12 Letter of Credit Financing Supplement to Revolving
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Credit Agreement, dated July 27, 2001, among GMAC
Commercial Credit LLC, Morgan Drive Away, Inc.,
and TDI, Inc., is incorporated by reference to
Exhibit 4.2 to The Morgan Group, Inc.'s Quarterly
Report on Form 10-Q for the period ended September
30, 2001.
4.13 Amendment to that certain Revolving Credit and
Security Agreement among GMAC Commercial Credit,
LLC, Morgan Drive Away, Inc., and TDI, Inc., dated
as of November 8, 2001, is incorporated by
reference to Exhibit 4.1 to The Morgan Group,
Inc.'s Quarterly Report on Form 10-Q for the
period ended September 30, 2001.
4.14 Mortgage, dated July 31, 2001, between Morgan
Drive Away, Inc. and Old Kent Bank, is
incorporated by reference to Exhibit 4.3 to The
Morgan Group, Inc.'s Quarterly Report on Form 10-Q
for the period ended June 30, 2001, filed August
14, 2001.
4.15 Guaranty, dated July 31, 2001, between The Morgan
Group, Inc. and Old Kent Bank, is incorporated by
reference to Exhibit 4.4 to The Morgan Group,
Inc.'s Quarterly Report on Form 10-Q for the
period ended June 30, 2001, filed August 14, 2001.
5.1** Legality Opinion
8.1* Opinion of Ernst & Young LLP
10.1** Separation and Distribution Agreement, dated as of
December ___, 2001 by and among Lynch Interactive
Corporation, Morgan Group Holding Co. and The
Morgan Group, Inc.
10.2 The Morgan Group, Inc. Incentive Stock Plan is
incorporated by reference to Exhibit 10.1 to The
Morgan Group, Inc.'s Registration Statement on
Form S-1, File No. 33-641-22, effective July 22,
1993.
10.3 First Amendment to The Morgan Group, Inc.
Incentive Stock Plan is incorporated by reference
to Exhibit 10.1 to The Morgan Group, Inc.'s
Quarterly Report on Form 10-Q for the period ended
September 30, 1997, filed November 14, 1997.
10.4 Memorandum to Charles Baum and Philip Ringo from
Lynch Corporation, dated December 8, 1992,
respecting Bonus Pool, is incorporated by
reference to Exhibit 10.2 to The Morgan Group,
Inc.'s Registration Statement on Form S-1, File
No. 33-641-22, effective July 22, 1993.
10.5 Term Life Policy from Northwestern Mutual Life
Insurance Company insuring Paul D. Borghesani,
dated August 1, 1991, is incorporated by reference
to Exhibit 10.4 to The Morgan Group, Inc.'s
Registration Statement on Form S-1, File No.
33-641-22, effective July 22, 1993.
10.6 Long Term Disability Insurance Policy from
Northwestern Mutual Life Insurance Company, dated
March 1, 1990, is incorporated by reference to The
Morgan Group, Inc.'s Registration Statement on
Form S-1, File No. 33-641-22, effective July 22,
1993.
10.7 Long Term Disability Insurance Policy from CNA
Insurance Companies, effective January 1, 1998 is
incorporated by reference to Exhibit 10.6 to The
Morgan Group, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1997, filed March
31, 1998.
10.8 The Morgan Group, Inc. Employee Stock Purchase
Plan, as amended, is incorporated by reference to
Exhibit 10.16 to The Morgan Group, Inc.'s Annual
Report on Form 10-K for the year ended December
31, 1994, filed on March 30, 1995.
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10.9 Consulting Agreement between Morgan Drive Away,
Inc. and Paul D. Borghesani, effective as of April
1, 1996, is incorporated by reference to Exhibit
10.19 The Morgan Group, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1995,
filed on April 1, 1996.
10.10 Employment Agreement, dated January 12, 2000
between The Morgan Group, Inc. and Anthony T.
Castor, III is incorporated by reference to
Exhibit 10.9 to The Morgan Group, Inc.'s Annual
Report on Form 10-K for the year ended December
31, 1999.
10.11 Non-Qualified Stock Option Plan and Agreement,
dated January 11, 2000, between The Morgan Group,
Inc. and Anthony T. Castor, III is incorporated by
reference to Exhibit 10.10 to The Morgan Group,
Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1999.
10.12 Management Agreement between Skandia International
and Risk Management (Vermont), Inc. and Interstate
Indemnity Company, dated December 15, 1992, is
incorporated by reference to Exhibit 10.12 to The
Morgan Group, Inc.'s Registration Statement on
Form S-1, File No. 33-641-22, effective July 22,
1993.
10.13 Agreement for the Allocation of Income Tax
Liability between Lynch Corporation and its
Consolidated Subsidiaries, including The Morgan
Group (formerly Lynch Services Corporation), dated
December 13, 1988, as amended, is incorporated by
reference to Exhibit 10.13 The Morgan Group,
Inc.'s Registration Statement on Form S-1, File
No. 33-641-22, effective July 22, 1993.
10.14** Certain Services Agreement, dated January 1, 1995,
between Lynch Corporation and The Morgan Group,
Inc.
23.1** Consent of Ernst & Young LLP
23.2* Consent of Ernst & Young LLP with regards to
tax opinion (contained in Exhibit 8.1)
23.3** Consent of Olshan Grundman Frome Rosenzweig &
Wolosky LLP (contained in exhibit 5.1)
24** Power of Attorney dated November 21, 2001
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* Filed herewith
**Previously Filed
ITEM 28 Undertakings.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted for our directors,
officers, and controlling persons, pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission that this sort of indemnification is against public policy
as expressed in the Securities Act of 1933, as amended, and is therefore
unenforceable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we
certify that we have reasonable grounds to believe that this registration
statement meets all of the requirements for filing on Form S-1 and have duly
caused this Amendment No. 2 to this Registration Statement to be signed on our
behalf by the undersigned, thereunto duly authorized, in the City of Rye, State
of New York on the 16th day of January, 2002.
MORGAN GROUP HOLDING CO.
By: *
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Mario J. Gabelli
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 1 to this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated:
Signature Title Date
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* Chief Executive Offer and Director January 16, 2002
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Mario J. Gabelli
* Chief Financial Officer and Director January 16, 2002
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Robert E. Dolan
/s/ John Fikre Vice President, Secretary and Director January 16, 2002
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John Fikre
* By /s/ John Fikre
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John Fikre
Attorney-in-fact
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