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New
York
(State
or other jurisdiction of
incorporation
or organization)
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22-2655804
(I.R.S.
Employer
Identification
No.)
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One
Penn Plaza, 42nd Floor
New
York, New York
(Address
of principal executive offices)
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10119
(Zip
code)
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Title
of securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering
price
per share(2)
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Proposed
maximum
aggregate
offering
price(2)
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Amount
of
registration
fee
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Common
stock, par value $0.01 per share (including related
rights)(3)
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10,675,000
shares
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$1.24
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$13,237,000
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$520.22
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, the number of shares
of
common stock registered hereby includes an indeterminate number of
shares
of common stock that may be issued in connection with stock splits,
stock
dividends or similar transactions.
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(2)
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Estimated
pursuant to Rule 457(h) and Rule 457(c) solely for purposes of calculating
the amount of registration fee, based on the average of the high
and low
prices of the registrant’s common stock as reported on The NASDAQ Global
Market on January 31, 2008.
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(3)
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Each
share of the registrant’s common stock being registered hereunder, if
issued before the termination of the registrant’s preferred share rights
agreement, includes Series A Junior Participating Preferred Stock
purchase
rights. Before the occurrence of certain events, the Series A
Junior Participating Preferred Stock purchase rights will not be
exercisable or evidenced separately from the registrant’s common stock and
have no value except as reflected in the market price of the shares
to
which they are attached.
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•
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The
Company’s annual report on Form 10-K for the year ended December 31, 2006,
filed with the SEC on March 14, 2007 (File no. 000-14140);
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•
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The
Company’s quarterly report on Form 10-Q for the quarters ended March 31,
2007, June 30, 2007 and September 30, 2007 filed with the SEC on
May 10,
2007, August 9, 2007 and November 5, 2007, respectively (File no.
000-14140);
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•
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The
Company’s current reports on Form 8-K, filed with the SEC on January 26,
2007, February 23, 2007, March 6, 2007, March 12, 2007, May 15, 2007,
May
18, 2007, June 18, 2007, June 22, 2007, July 31, 2007, August 30,
2007,
September 17, 2007, September 20, 2007, September 24, 2007, September
27,
2007, October 11, 2007, October 17, 2007, October 31, 2007, November
5,
2007, November 7, 2007, December 5, 2007, December 28, 2007, January
17,
2008 and January 30, 2008 (in each case excluding any portions of
those
current reports that were furnished to, and not filed with, the SEC)
(File
no. 000-14140);
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•
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The
Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC
on December 10, 2007 (File no. 000-14140);
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•
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The
description of the Company’s common stock contained in the Company’s
registration statement on Form 8-A, filed with the SEC on January
14,
1986, including any amendments or reports filed for the purpose of
updating such description (File no. 000-14140);
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•
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The
description of the Company’s preferred stock purchase rights contained in
the Company’s registration statement on Form 8-A, filed with the SEC on
March 30, 1998, including any amendments or reports filed for the
purpose
of updating such description (File no. 000-14140); and
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•
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All
documents subsequently filed by the Company with the SEC under Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as
amended, prior to the filing of a post-effective amendment which
indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by
reference in this registration statement and to be part thereof from
the
date of filing of such documents.
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Exhibit
Number
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Description
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4.1(1)
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Amended
and Restated Certificate of Incorporation of Broadpoint Securities
Group,
Inc.
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4.2(2)
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Certificate
of Amendment of the Certificate of Incorporation of Broadpoint Securities
Group, Inc.
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4.3(3)
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Amended
and Restated Bylaws of Broadpoint Securities Group,
Inc.
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4.4(4)
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Specimen
Certificate of Common Stock
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4.5(5)
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Broadpoint
Securities Group, Inc. 2007 Incentive Compensation Plan
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5.1(6)
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Opinion
of Sidley Austin LLP, counsel to Broadpoint Securities Group, Inc.,
regarding the legality of the common stock being
registered
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23.1(7)
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Consent
of PricewaterhouseCoopers LLP, independent auditors
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23.2(8)
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Consent
of Sidley Austin LLP
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24.1(9)
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Power
of attorney
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(1)
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Incorporated
by reference to Exhibit 3.1 to Form 10-Q for the quarter ended September
30, 2007 (File no. 000-14140).
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(2)
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Incorporated
by reference to Exhibit 3.1 to Form 8-K filed on December 28, 2007
(File
no. 000-14140).
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(3)
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Incorporated
by reference to Exhibit 3.2 to Form 10-Q for the quarter ended September
30, 2007 (File no. 000-14140).
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(4)
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Incorporated
by reference to Exhibit 4 to Registration Statement No. 33-1353.
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(5)
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Filed
herewith.
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(6)
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Filed
herewith.
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(7)
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Filed
herewith.
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(8)
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Contained
in Exhibit 5.1
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(9)
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Included
in signature page.
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(1)
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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)
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To
include any prospectus required by section 10(a)(3) of the Securities
Act
of 1933;
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(ii)
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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. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
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(iii)
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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;
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(2)
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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.
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(3)
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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.
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(4)
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That,
for the purpose of determining liability of the registrant under
the
Securities Act of 1933 to any purchaser in the initial distribution
of the
securities, the undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to
this
registration statement, regardless of the underwriting method used
to sell
the securities to the purchaser, if the securities are offered or
sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be
considered to offer or sell such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on
behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant
or its
securities provided by or on behalf of the undersigned registrant;
and
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(iv)
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
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BROADPOINT
SECURITIES GROUP, INC.
By:
/s/ Lee
Fensterstock
Name:
Lee Fensterstock
Title:
Chief Executive Officer and
Chairman
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Signature
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Title
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Date
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/s/
Lee Fensterstock
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Chief
Executive Officer and
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February
6, 2008
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Lee
Fensterstock
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Chairman
(Principal Executive Officer)
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/s/
Peter J. McNierney
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Director,
President and Chief
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Peter
J. McNierney
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Operating
Officer
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February
6, 2008
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/s/
C. Brian Coad
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Chief
Financial Officer (Principal
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February
6, 2008
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C.
Brian Coad
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Accounting
Officer and Principal Financial Officer)
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/s/
Mark Patterson
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Director
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February
6, 2008
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Mark
Patterson
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||
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/s/
Christopher R. Pechock
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Director
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February
6, 2008
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Christopher
R. Pechock
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/s/
Frank Plimpton
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Director
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February
6, 2008
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Frank
Plimpton
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/s/
George C. McNamee
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Director
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February
6, 2008
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George
C. McNamee
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/s/
Wade Nesmith
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Director
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February
6, 2008
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Wade
Nesmith
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/s/
Dale Kutnick
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Director
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February
6, 2008
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Dale
Kutnick
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/s/
Robert Yingling
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Director
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February
6, 2008
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Robert
Yingling
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