AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 2002
REGISTRATION NO. 333-76928
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
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 (I.R.S. Employer Identification Number)
of
incorporation or organization)
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)
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. WILLIAM F. GORIN, ESQ.
STEVEN I. SUZZAN, ESQ. CLEARY, GOTTLIEB, STEEN & HAMILTON
FULBRIGHT & JAWORSKI L.L.P. ONE LIBERTY PLAZA
666 FIFTH AVENUE NEW YORK, NEW YORK 10006
NEW YORK, NEW YORK 10103 (212) 225-2000
(212) 318-3000 FACSIMILE: (212) 225-3999
FACSIMILE: (212) 318-3400 FACSIMILE: (212) 225-3999
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses payable by the Registrant in connection with the issuance and
distribution of the securities being registered (other than underwriting
accounts and commissions) are estimated to be as follows:
SEC Registration Fee........................................ $ 12,616.12
Accounting fees and expenses................................ $ 50,000.00
Legal fees and expenses..................................... $100,000.00
Printing fees............................................... $150,000.00
Miscellaneous............................................... $ 17,383.88
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Total..................................................... $330,000.00
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporate Law of Delaware permits indemnification
of directors, officers and employees of a corporation under certain conditions
and subject to certain limitations. The By-Laws of the Registrant contain
provisions for the indemnification of directors, officers and employees within
the limitations permitted by Section 145. The Company's officers and directors
are insured against losses arising from any claim against them as such for
wrongful acts or omissions, subject to certain limitations.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
NO. DESCRIPTION
--- -----------
1.1 Form of Underwriting Agreement.
4.1 Amended and Restated Certificate of Incorporation of
LaBranche & Co Inc. (incorporated by reference to Exhibit
3.1 of our annual report on Form 10-K for the year ended
December 31, 2000 (SEC File No. 1-15251)).
4.2 Amended and Restated Bylaws of LaBranche & Co Inc.
(incorporated by reference to Exhibit 3.2 of our annual
report on Form 10-K for the year ended December 31, 2000
(SEC File No. 1-15251)).
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding legality.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP.*
23.3 Consent of PricewaterhouseCoopers LLP.*
24.1 Power of Attorney (included on signature page).*
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* Previously filed.
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ITEM 17. UNDERTAKINGS
(a) 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 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) 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) 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) 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 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 of the Registrant 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-3 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 the 1st day of
February, 2002.
LABRANCHE & CO INC.
By: /s/ GEORGE M.L. LABRANCHE, IV
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George M.L. LaBranche, IV
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
Chairman, Chief Executive
/s/ GEORGE M.L. LABRANCHE, IV Officer, and President
------------------------------------------- (Principal Executive February 1, 2002
George M.L. LaBranche, IV Officer)
*
------------------------------------------- Executive Vice President, February 1, 2002
S. Lawrence Prendergast Finance and Director
Senior Vice President, Chief
* Financial Officer and
------------------------------------------- Director (Principal February 1, 2002
Harvey S. Traison Financial Officer)
*
------------------------------------------- Director February 1, 2002
Thomas E. Dooley
*
------------------------------------------- Director February 1, 2002
E. Margie Filter
*
------------------------------------------- Director February 1, 2002
James G. Gallagher
*
------------------------------------------- Director February 1, 2002
Alfred O. Hayward, Jr.
*
------------------------------------------- Director February 1, 2002
Robert M. Murphy
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SIGNATURE TITLE DATE
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*
------------------------------------------- Director February 1, 2002
George E. Robb, Jr.
*
------------------------------------------- Director February 1, 2002
David A. George
* Vice President, Finance
------------------------------------------- (Principal Accounting February 1, 2002
Todd A. Graber Officer)
*By: /s/ GEORGE M.L. LABRANCHE, IV
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Name: George M.L. LaBranche, IV
for himself and as
Attorney-in-Fact
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