As filed with the Securities and Exchange Commission on January 21, 2003
Registration No. 333-
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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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LABRANCHE & CO INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-4064735
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
LABRANCHE & CO INC.
ONE EXCHANGE PLAZA
NEW YORK, NEW YORK 10006-3008
(212) 425-1144
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
LABRANCHE & CO INC. EQUITY INCENTIVE PLAN
(Full title of the plan)
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GEORGE M.L. LABRANCHE, IV
LABRANCHE & CO INC.
ONE EXCHANGE PLAZA
NEW YORK, NEW YORK 10006-3008
(212) 425-1144
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all communications, including all communications sent to the
agent for service, should be sent to:
JEFFREY M. MARKS, ESQ.
STEVEN I. SUZZAN, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING PRICE REGISTRATION FEE
SHARE (2)
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COMMON STOCK, $0.01 PAR
VALUE PER SHARE 3,000,000 shares $25.62 $76,860,000 $7,072
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(1) Plus such additional indeterminable number of shares as may be required
pursuant to the LaBranche & Co Inc. Equity Incentive Plan, as amended
(the "Plan"), in the event of a stock dividend, stock split,
recapitalization or other similar change in the common stock, $0.01 par
value per share ("Common Stock"), of LaBranche & Co Inc. (the "Company"
or the "Registrant").
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee, based on the average of the high and
low prices per share of the Common Stock as reported on the New York
Stock Exchange on January 16, 2003.
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General
Instruction E to Form S-8 in order to register 3,000,000 shares of Common
Stock, in addition to the 4,687,500 shares of Common Stock previously
registered on a Registration Statement on Form S-8 (File No. 333-44464)
filed with the Securities and Exchange Commission on August 25, 2000, for
issuance pursuant to the Plan. The contents of the previously-filed
Registration Statement are hereby incorporated by reference in this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Company's Current Reports on Form 8-K filed on May 20,
2002, August 14, 2002 and November 14, 2002.
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2002, June 30, 2002 and September 30,
2002.
(c) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, as amended.
(d) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A (File No. 001-15251) filed
on August 16, 1999.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to 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 indicating that all of the securities offered hereunder have been sold
or deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
INFORMATION REGARDING FINANCIAL STATEMENTS INCORPORATED BY
REFERENCE INTO THIS REGISTRATION STATEMENT
Prior to May 20, 2002, Arthur Andersen LLP ("Andersen") served as our
independent auditors. After reasonable effort, we have been unable to obtain the
consent of Andersen for the incorporation by reference of its report dated
January 17, 2002, which was included in our Annual Report on Form 10-K, as
amended, for the year ended December 31, 2001. Under these circumstances, Rule
437a under the Securities Act of 1933 permits us to file this Registration
Statement without a written consent from Andersen. The absence of such consent
may limit recovery by investors on certain claims. In particular, and without
limitation, investors will not be able to recover against Andersen under Section
11 of the Securities Act for any untrue statements of a material fact contained
in the financial statements audited by Andersen which are incorporated by
reference herein or any omissions to state a material fact required to be stated
therein.
II-1
ITEM 8. EXHIBITS
4.1 LaBranche & Co Inc. Equity Incentive Plan, as amended
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page)
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II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 January 17, 2003.
LaBRANCHE & CO INC.
By: /s/ GEORGE M.L. LABRANCHE, IV
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George M.L. LaBranche, IV
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints GEORGE M.L. LABRANCHE, IV and HARVEY S.
TRAISON, or either of them, his or her true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him or her, and in
his or her 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 all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, 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 or she might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his 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:
/s/ GEORGE M.L. LABRANCHE, IV Chairman, Chief Executive January 17, 2003
--------------------------------- Officer and President
George M.L. LaBranche, IV (Principal Executive Officer)
/s/ ROBERT M. MURPHY Director and Chief Executive January 17, 2003
--------------------------------- Officer of LaBranche & Co. LLC
Robert M. Murphy
/s/ ALFRED O. HAYWARD, JR. Director January 17, 2003
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Alfred O. Hayward, Jr.
/s/ THOMAS E. DOOLEY Director January 17, 2003
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Thomas E. Dooley
/s/ E. MARGIE FILTER Director January 17, 2003
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E. Margie Filter
/s/ DAVID A. GEORGE Director January 17, 2003
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David A. George
Senior Vice President and
/s/ HARVEY S. TRAISON Chief Financial Officer January 17, 2003
--------------------------------- (Principal Financial Officer)
Harvey S. Traison
/s/ TODD GRABER Controller January 17, 2003
--------------------------------- (Principal Accounting Officer)
Todd Graber