As filed with the Securities and Exchange Commission on ___________, 1999
Registration No._____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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FIRST MONTAUK FINANCIAL CORP.
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(Exact name of Registrant as specified in charter)
New Jersey 22-1737915
- ------------------------ ---------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
Parkway 109 Office Center
328 Newman Springs Road
Red Bank, New Jersey 07701
(732) 842-4700
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(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
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1992 INCENTIVE STOCK OPTION PLAN AS AMENDED
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(Full Title of the Plan)
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Herbert Kurinsky, President
Parkway 109 Office Center
328 Newman Springs Road
Red Bank, New Jersey 07701
(732) 842-4700
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(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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With copies to:
VICTOR J. DIGIOIA, ESQ.
GOLDSTEIN & DIGIOIA, LLP
369 Lexington Avenue
New York, New York 10017
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CALCULATION OF REGISTRATION FEE
========================================= =============== ============= ================ ==============
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Each Class of Securities Being Amount Being Price per Offering Registration
Registered Registered Share(1) Price(1) Fee(1)
- ----------------------------------------- --------------- ------------- ---------------- --------------
Common Stock, no par value (2)......... 2,500,000 (3) 2.42 $6,050,000 (3) $1,668 (3)
- ----------------------------------------- --------------- ------------- ---------------- --------------
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(1) Estimated solely for the purpose of determining the registration fee based
on the average of the bid and asked prices of a share of Common Stock as
quoted on the OTC Bulletin Board on July 20, 1999 ($2.42 per share).
(2) Represents shares of Common Stock issuable upon exercise of Options to
purchase Common Stock issuable under the 1992 Incentive Stock Option Plan,
as amended. Pursuant to Rule 416 there are also being registered such
additional numbers of shares of Common Stock as may become issuable
pursuant to the anti-dilution provisions of any options granted under the
1992 Incentive Stock Option Plan.
(3) Pursuant to Rule 429, this Registration Statement and the Prospectus
contained herein includes 3,500,000 shares of Common Stock previously
registered by the Registrant (Registration Statement Nos. 33-89348 and
333-28907). The Registrant has previously filed and paid a registration
fee of $3,281.00 with respect to the 3,500,000 shares previously
registered.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed with the Commission as part of this registration
statement or prospectuses or prospectus supplement pursuant to R.424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
First Montauk Financial Corp. will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written or oral request of
any such person: (1) a copy of any document described in Item 3 of Part II of
this Registration Statement, which documents are incorporated by reference in
the Section 10(a) Prospectus (other than exhibits); and (2) the documents
required to be delivered to employees pursuant to Rule 428(b). Requests for such
copies should be directed to Robert Rabinowitz, Esq., First Montauk Financial
Corp., Parkway 109 Office Center, 328 Newman Springs Road, Red Bank, New Jersey
07701, telephone (732) 842-4700.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed by First Montauk with the
Commission, are hereby incorporated by reference, except as superseded or
modified herein:
1. First Montauk's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
2. First Montauk's Quarterly Report on Form 10-Q for the three months
ended March 31, 1999;
3. First Montauk's 1992 Incentive Stock Option Plan on Registration
Statement Number 33- 89348;
4. First Montauk's Amended and Restated 1992 Incentive Stock Option Plan,
filed with the 1996 Proxy Statement, filed on May 30, 1996; and
5. First Montauk's Registration Statement on Form S-3/S-8 (SEC
Registration No. 333-28907), relating to its common stock, filed on
June 10, 1997, as amended by First Montauk's Registration Statement on
Form S-3/S-8 (SEC Registration No. 333-28907), filed on July 29, 1997.
All documents filed by First Montauk subsequent to the date of this
Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
prior to the filing of a post-effective amendment which indicates that all
Shares offered hereby have been sold or which deregisters all Shares then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed modified or
superseded for purposes of this Registration Statement and Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement of which this Prospectus forms a
part.
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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First Montauk's By-Laws require First Montauk to indemnify, to the full
extent authorized by Section 14A:3-5 of the New Jersey Business Company Act, any
person with respect to any civil, criminal, administrative or investigative
action or proceeding instituted or threatened by reason of the fact that he, his
testator or intestate is or was a director, officer or employee of First Montauk
or any predecessor of First Montauk is or was serving at the request of First
Montauk or a predecessor of First Montauk as a director, officer, employee or
agent of another Company, partnership, joint venture, trust or other enterprise.
Section 14A:3-5 of the New Jersey Business Company Act authorized the
indemnification of directors and officers against liability incurred by reason
of being a director or officer and against expenses (including attorneys fees)
in connection with defending any action seeking to establish such liability, in
the case of third-party claims, if the officer or director acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of First Montauk and if such officer or director shall not have been
adjudged liable for negligence or misconduct, unless a court otherwise
determines. Indemnification is also authorized with respect to any criminal
action or proceeding where the officer or director had no reasonable cause to
believe his conduct was unlawful.
In accordance with Section 14A:2-7 of the New Jersey Business Company Act,
First Montauk's Certificate of Incorporation eliminates the personal liability
of officers and directors to First Montauk and to shareholders for monetary
damage for violation of a director's duty owed to First Montauk or its
Shareholders, under certain circumstances.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, or persons controlling First
Montauk pursuant to the foregoing provisions, or otherwise, First Montauk has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The exhibits designated with an asterisk (*) have previously been filed
with the Commission in connection with First Montauk's Registration Statement on
Form S-l, File No. 33-24696.
Exhibit No. Description
- ---------- -----------
4.1* Form of Common Stock Certificate.
23.1 Consent of Schneider Ehrlich & Associates LLP.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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) For purpose of determining any liability under the Securities Act of
1933, each 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 post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) 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 following provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against pubic 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 begin
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.
(5) 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of any 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.
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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 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 Borough of Red Bank, State of Jersey, on the 22nd day of
July, 1999.
FIRST MONTAUK FINANCIAL CORP.
By: /s/ Herbert Kurinsky
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Herbert Kurinsky, President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below substitutes and appoints Herbert Kurinsky and William J. Kurinsky, and
each of them, his 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 and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other 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 don in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitute, may lawfully do or cause to be
done by virtue hereof.
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 dates indicated:
Signature Capacity Date
--------- -------- ----
/s/ Herbert Kurinsky President July 22, 1999
- ----------------------- Chief Executive Officer
Herbert Kurinsky and Director
/s/ William J. Kurinsky Vice President, Chief July 22, 1999
- ----------------------- Operating and Chief
William J. Kurinsky Financial Officer,
Secretary and Director
/s/ Norma Doxey Director July 22, 1999
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Norma Doxey
/s/ Ward R. Jones, Jr. Director July 22, 1999
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Ward R. Jones, Jr.
/s/ David I. Portman Director July 22, 1999
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David I. Portman
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