Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE ADVEST GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-095044
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
90 State House Square, Hartford, Connecticut 06103
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(Address of Principal Executive Offices)
The Advest Group, Inc. Key Professionals Equity Plan
The Advest Group, Inc. 1996 Executive Equity Plan
The Advest Group, Inc. 1997 Executive Equity Plan
The Advest Group, Inc. 1997 Equity Plan
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(Full title of the plan)
Lee G. Kuckro, Esq.
Secretary and General Counsel
The Advest Group, Inc.
90 State House Square
Hartford, Connecticut 06103
(Name and address of agent for service)
(203) 509-1000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered1 per share2 price fee
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Common Stock, 700,000 shs.$10.375 $7,262,500 $2,200.76
$.01 par value
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1 Such shares are offered pursuant to the following equity
plans of The Advest Group, Inc.: 1997 Advest Equity Plan;
Key Professionals Equity Plan; 1996 Executive Equity Plan;
and the 1997 Executive Equity Plan.
2 Estimated pursuant to Rule 457(c) and Rule 457(h) solely for
the purposes of calculating the registration fee, and based on
the average of the high and low prices of a share of Common Stock
as reported in the consolidated reporting system on December 10,
1996
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to shares of Common
Stock, par value $.01 per share ("Common Stock"), which may be
purchased under the following equity plans of The Advest Group,
Inc.: 1997 Advest Equity Plan (the "1997 Equity Plan"); the Key
Professionals Equity Plan; 1996 Executive Equity Plan; and 1997
Executive Equity Plan. With respect to the 1997 Plan, this
Registration Statement includes (i) shares of Common Stock, par
value $.01 per share which may be purchased by participants under
1997 Plan and (ii) shares of common stock which may be purchased
by participants upon exercise of options issuable under the 1997
Plan.
Item 3. Incorporation of Documents by Reference.
The following documents filed by The Advest Group, Inc. (the
"Company") with the Securities and Exchange Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended
(the "1934 Act");
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1995, March 31, 1996, and June
30, 1996; and
(c) The description of the Company's Common Stock which is
contained in its registration statement on Form 8-A filed
under the 1934 Act, and any amendment or report filed under
the 1934 Act for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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Under Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL"), directors and officers as well as
other employees and individuals may be indemnified against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of a
corporation--a "derivative action") if they acted in good faith
and in a manner they reasonably believed to be in or not opposed
to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys'
fees) incurred in connection with defense of settlement of such
an action and the DGCL requires court approval before there can
be any indemnification where the person seeking indemnification
has been found liable to the corporation. Additionally, a
corporation is required to indemnify its directors and officers
against expenses to the extent that such directors or officers
have been successful on the merits or otherwise in any action,
suit or proceeding or in defense of any claim, issue or matter
therein.
Unless ordered by a court, an indemnification can be made by
a corporation only upon a determination that indemnification is
proper in the circumstances because the party seeking
indemnification has met the applicable standard of conduct as set
forth in Delaware law. The indemnification provided by Section
145 of the DGCL includes the right to be paid by the corporation
the expenses incurred in defending proceedings in advance of
their final disposition. Such advance payment of expenses,
however, may be made only upon delivery to the corporation by the
indemnified party of an undertaking to repay all amounts so
advanced if it shall ultimately be determined that the person
receiving such payments is not entitled to be indemnified.
The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred by Section 145 of the DGCL is not exclusive
of any other right which any person may have or acquire under any
statute, provision of the certificate of incorporation or bylaws,
or otherwise. In addition, Section 145 of the DGCL authorizes a
corporation to maintain insurance, at its expense, to protect
itself and any of its directors, officers, employees or agents
against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against
such expense, liability or loss under the DGCL.
The Company's Certificate of Incorporation permits
indemnification of directors and officers to the full extent
permitted by the DGCL. In addition, the Company currently
maintains an insurance policy insuring its officers and directors
against certain liabilities incident to their position with the
Company.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
4.1 Key Professionals Equity Plan (Incorporated by Reference to
Exhibit 10(g) to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1996.)
4.2 Form of Executive Officer Restricted Stock and Stock Option
Agreement for 1996 (Incorporated by Reference to Exhibit 10(c)
to Registrant's Report on Form 10-Q for the quarter ended June
30, 1996.)
4.3 The Advest Group, Inc. 1997 Equity Plan
4.4 Form of First Supplement to Executive Officer 1996
Restricted Stock and Stock Option Agreement.
4.5 Form of Executive Officer Restricted Stock and Stock Option
Agreement for 1997
5 Opinion of David A. Horowitz, Esq., Assistant General
Counsel of the Company, with respect to the legality of the
Common Stock registered hereby
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Letter reaudited interim financial information
23.3 Consent of David A. Horowitz, Esq. (See Exhibit 5.)
24 Power of attorney (See Signature Pages.)
Item 9. Undertakings.
A. Undertaking to Update Annually
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:
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(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the 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;
provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference 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. Undertaking With Respect to Incorporating Subsequent
Exchange Act Documents By Reference
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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
C. Undertaking With Respect to Indemnification of Directors,
Officers or Controlling Persons
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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 Hartford, State of Connecticut on November 21, 1996.
THE ADVEST GROUP, INC.
By /s/ Allen Weintraub
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Allen Weintraub
Chief Executive Officer
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.
Each person whose signature appears below hereby constitutes
Allen Weintraub, Lee G. Kuckro and David A. Horowitz and each of
them singly, such person's true and lawful attorneys, with full
power to them and each of them to sign for such person and in
such person's name and capacity indicated below, any and all
amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said
attorneys to any and all amendments.
Signature Title Date
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/s/Allen Weintraub Chief Executive Officer November 21, 1996
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Allen Weintraub (Principal Executive Officer)
and Chairman of the Board
/s/Martin M. Lilienthal Senior Vice President November 21, 1996
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Martin M. Lilienthal and Treasurer (Chief Financial
and Principal Accounting
Officer)
/s/ George A. Boujoukos Director November 21, 1996
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George A. Boujoukos
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/s/ Sanford Cloud, Jr. Director November 21, 1996
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Sanford Cloud, Jr.
/s/ Richard G. Dooley Director November 21, 1996
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Richard G. Dooley
/s/ William B. Ellis Director November 21, 1996
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William B. Ellis
/s/ Robert W. Fiondella Director November 21, 1996
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Robert W. Fiondella
/s/ Grant Kurtz Director November 21, 1996
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Grant Kurtz
/s/ Anthony A. LaCroix Director November 21, 1996
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Anthony A. LaCroix
/s/ Barbara L. Pearce Director November 21, 1996
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Barbara L. Pearce
/s/ John A. Powers Director November 21, 1996
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John A. Powers