UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
OPPENHEIMER HOLDINGS INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 98-0080034
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
85 Broad Street
New York, NY 10004
(Address, including zip code, of principal executive offices)
OPPENHEIMER HOLDINGS INC. 2024 INCENTIVE PLAN
(Full title of the plan)
Dennis P. McNamara
Oppenheimer Holdings Inc.
85 Broad Street
New York, NY 10004
Telephone (212) 668-8000
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated Filer | x | |||||||||||
| Non-accelerated filer | o | Smaller reporting company | o | |||||||||||
| Emerging growth company | o | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
EXPLANATORY NOTE
This Registration Statement relates to shares of Class A non-voting common stock (the “Class A Stock”) of Oppenheimer Holdings Inc., a Delaware corporation (the “Company”), to be issued pursuant to the Oppenheimer Holdings Inc. 2024 Incentive Plan (the “2024 Plan”). The 2024 Plan replaces the Company’s 2014 Incentive Plan, which expired by its terms on February 26, 2024.
On May 6, 2024, holders of the Class B voting common stock of the Company voted to ratify the adoption of the 2024 Plan providing for the issuance of up to 1,000,000 shares of Class A Stock pursuant to the 2024 Plan. This Registration Statement registers these 1,000,000 shares of Class A Stock to be available to the 2024 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), the documents containing the information specified in Items 1 and 2 of Part I of Form S-8 will be delivered to the participants in the Oppenheimer Holdings Inc. 2024 Incentive Plan. Pursuant to Rule 428 under the Securities Act, these documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus meeting the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed (not furnished) by the Company with the Securities and Exchange Commission (the “SEC”) are incorporated by reference in this Registration Statement:
(1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 1, 2024 (File No. 001-12043);
(2) The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 filed with the SEC on April 26, 2024 (File No. 001-12043);
(3) The Company’s Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) filed with the SEC on January 26, 2024, January 29, 2024, March 1, 2024, March 4, 2024, April 29, 2024 and May 7, 2024 (File No. 001-12043);
(4) The Company’s Definitive Proxy Statement on Schedule 14A for the Company’s 2024 Annual Meeting of Stockholders filed with the SEC on March 15, 2024 (File No. 001-12043); and
(5) The description of the Class A Stock of Oppenheimer Holdings Inc. contained in Exhibit 4.3 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 1, 2024 (File No. 001-12043).
In addition to the foregoing, all documents filed (not furnished) by the Company subsequent to the date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, and 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 a part hereof from the date of the filing of such documents; provided, however, that documents or information deemed to have been furnished to and not filed with the SEC in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated, or deemed to be incorporated herein, by reference 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 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 this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Class A non-voting common stock issuable pursuant to the Oppenheimer Holdings Inc. 2024 Incentive Plan has been opined upon by Fox Rothschild LLP.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) provides for indemnification of officers, directors, employees and agents of Delaware corporations. The Company has adopted provisions in its Certificate of Incorporation that limit director and officer liability to the maximum extent permitted by the DGCL. The Company is obligated by its amended and restated bylaws to indemnify its directors and officers and the directors and officers of its subsidiaries. The Company has entered into indemnity agreements with each of its directors as well as certain officers providing for such indemnities. In addition, the Company carries liability insurance for its directors and officers and the directors and officers of its subsidiaries.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
All exhibits are filed herewith unless otherwise indicated. For a list of the exhibits required by this item, see the Index to Exhibits immediately following the signature pages.
Item 9. Undertakings.
(a) The 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:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(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, represents a fundamental change in the information set forth in the Registration Statement; and
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, 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 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 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 may be permitted to directors, officers or controlling persons of the registrant pursuant to any arrangement, provision 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 Securities Act and is, therefore, unenforceable. In the event that any 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 Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 this 8th day of May 8, 2024.
OPPENHEIMER HOLDINGS INC.
(Registrant)
By: /s/ A.G. Lowenthal
A.G. Lowenthal,
Chairman and Chief Executive Officer,
(On behalf of the Registrant)
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Brad M. Watkins, 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 or all amendments or supplements (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 attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in 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 his or her 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.
| Signature | Title | Date | ||||||||||||
| /s/ A.G. Lowenthal | Chairman, Chief Executive Officer (Principal Executive Officer), Director | May 8, 2024 | ||||||||||||
| A.G. Lowenthal | ||||||||||||||
| /s/ B.M. Watkins | Chief Financial Officer (Principal Financial and Accounting Officer) | May 8, 2024 | ||||||||||||
| B.M. Watkins | ||||||||||||||
| /s/ E. Behrens | Director | May 8, 2024 | ||||||||||||
| E. Behrens | ||||||||||||||
| /s/ T. Dwyer | Director | May 8, 2024 | ||||||||||||
| T. Dwyer | ||||||||||||||
| /s/ P. Friedman | Director | May 8, 2024 | ||||||||||||
| P. Friedman | ||||||||||||||
| /s/ L. Roth | Director | May 8, 2024 | ||||||||||||
| L. Roth | ||||||||||||||
| /s/ R.S. Lowenthal | Director, President | May 8, 2024 | ||||||||||||
| R.S. Lowenthal | ||||||||||||||
| /s/ T. Glasser | Director | May 8, 2024 | ||||||||||||
| T. Glasser | ||||||||||||||
| /s/ S. Kanter | Director | May 8, 2024 | ||||||||||||
| S. Kanter | ||||||||||||||
| /s/ S. Spaulding | Director | May 8, 2024 | ||||||||||||
| S. Spaulding | ||||||||||||||
INDEX TO EXHIBITS
Exhibits designated by an asterisk have been heretofore filed by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and are hereby incorporated herein by reference to the pertinent prior filing.
| Exhibit No. | Description of Exhibit | ||||
*Previously filed