-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P14yNZXarG8Mz+ZgT6bjpkNYKGAPYFePq8SPvwp9+Jix++7nOnDpfsNP7nJare47 xEV6W4/VBKbmdWsnKr6fZg== 0000950136-03-000357.txt : 20030219 0000950136-03-000357.hdr.sgml : 20030219 20030219135835 ACCESSION NUMBER: 0000950136-03-000357 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEIGHTON JOHN P CENTRAL INDEX KEY: 0001215338 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C.O MM MEYENON & CO STREET 2: 525 WASHINGTON BLVD CITY: JERSEY CITY STATE: NJ ZIP: 07310 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEYERSON M H & CO INC /NJ/ CENTRAL INDEX KEY: 0000913781 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 131924455 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47248 FILM NUMBER: 03572328 BUSINESS ADDRESS: STREET 1: NEWPORT TOWER 525 WASHINGTON BLVD STREET 2: 34TH FLOOR CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 2014599500 MAIL ADDRESS: STREET 1: 525 WASHINGTON BLVD STREET 2: 34TH FLOOR CITY: JERSEY CITY STATE: NJ ZIP: 07310 SC 13D/A 1 file001.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 25049 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* M. H. MEYERSON & CO., INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 55301Q 102 (CUSIP Number) Mr. John P. Leighton c/o M. H. MEYERSON & CO., INC. Newport Office Tower 525 Washington Boulevard Jersey City, New Jersey 07303 (201) 459-9500 (Name, Address and Telephone Number of Person Authorized to Received Notices and Communications) January 30, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box /__/. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person=s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
- ------------------------------------------------------------------------------------------------------ CUSIP No. 55301Q 102 SCHEDULE 13D - ------------------------------------------------------------------------------------------------------ ====================================================================================================== 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John P. Leighton - ----------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [x] - ----------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------------------------------- 4. SOURCE OF FUNDS SC - ----------------------------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - ----------------------------------------------------------------------------------------------------- 7. SOLE VOTING POWER 750,000 NUMBER OF ------------------------------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 2,451,190 EACH REPORTING ------------------------------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER 750,000 ------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 1,234,690 - ----------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,201,190 - ----------------------------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% - ----------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN =====================================================================================================
2 John P. Leighton hereby amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on January 23, 2003 (the "Schedule") as follows: This Schedule relates to the common stock, par value $.01 per share ("Common Stock"), of M. H. MEYERSON & CO., INC., a New Jersey corporation. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule is supplemented by inserting the following text as the second paragraph thereof: "On January 30, 2003, Mr. Leighton's employment arrangements with the Company were amended such that an additional 375,000 shares of Common Stock were granted to Mr. Leighton. Options to purchase 375,000 shares of Common Stock, previously granted to Mr. Leighton, but subject to shareholder approval, were rescinded prior to submission to shareholders for such approval." Item 4. Purpose of the Transaction. Item 4 of the Schedule is hereby amended by deleting the second full paragraph thereof and inserting the following text as and for the second full paragraph thereof: "Mr. Leighton may acquire additional shares of Common Stock upon (i) the vesting and exercise of up to 1,000,000 shares of Common Stock pursuant to the Warrant, dated January 14, 2003, issued by the Company and (ii) the exercise of a right of first refusal to purchase up to 1,234,690 shares of Common Stock from Martin H. Meyerson, Co-Chairman of the Company (the "Right of First Refusal"). Shareholder approval must be received prior to Mr. Leighton's exercise of the warrant referred to in clause (i) above. See Item 6." Item 5. Interest in Securities of the Issuer. Item 5(a) of the Schedule is hereby amended by deleting the existing text and inserting the following text in its stead: "Mr. Leighton beneficially owns (as defined by Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 3,201,190 shares, or 43.5% of the shares of Common Stock outstanding as of January 30, 2003. 1,234,690 of such shares are purchasable by Mr. Leighton pursuant to the Right of First Refusal. Item 5(b) of the Schedule is hereby amended by deleting the existing text and inserting the following text in its stead: 3 "Mr. Leighton has sole voting power over 750,000 shares of Common Stock and shared voting power over 2,451,190 shares of Common Stock. Mr. Leighton has sole dispositive power over 750,000 shares of Common Stock and shared dispositive power over 1,234,690 shares of Common Stock." Item 5(c) of the Schedule is hereby supplemented by inserting the following text as the second full paragraph thereof: "On January 30, 2003, Mr. Leighton's employment arrangements with the Company were amended such that an additional 375,000 shares of Common Stock were issued to Mr. Leighton by the Company without payment of any further amounts by Mr. Leighton." Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule is hereby supplemented by inserting the following text as the last paragraph thereof: "On January 30, 2003, the Stockholders' Agreement was amended to delete the reference to the issuance of options to purchase 375,000 shares of Common Stock to Mr. Leighton." Item 7. Material To Be Filed As Exhibits. (e) First Amendment, dated as of January 30, 2003, to Stockholders' Agreement, dated as of January 14, 2003, by and among John P. Leighton and, severally and not jointly, each of the Stockholders listed on Schedule I thereto. (f) First Amendment, dated as of January 30, 2003, to Employment Agreement, dated as of January 14, 2003 by and between M.H. MEYERSON & CO., INC. and John P. Leighton. (g) Termination of Option Agreement, dated as of January 30, 2003, by and between M.H. MEYERSON & CO., INC. and John P. Leighton. 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ John P. Leighton -------------------- John P. Leighton Date: February 19, 2003 5 EXHIBIT INDEX (e) First Amendment, dated as of January 30, 2003, to Stockholders' Agreement, dated as of January 14, 2003, by and among John P. Leighton and, severally and not jointly, each of the Stockholders listed on Schedule I thereto. (f) First Amendment, dated as of January 30, 2003, to Employment Agreement, dated as of January 14, 2003 by and between M.H. MEYERSON & CO., INC. and John P. Leighton. (g) Termination of Option Agreement, dated as of January 30, 2003, by and between M.H. MEYERSON & CO., INC. and John P. Leighton. EX-99.(E) 3 file002.txt STOCKHOLDERS' AGREEMENT FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT This First Amendment, dated as of January 30, 2003, to Stockholders' Agreement, dated as of January 14, 2003, by and among John P. Leighton ("Leighton") and, severally and not jointly, each of the Stockholders listed on Schedule I thereto of M.H. MEYERSON & CO., INC., a New Jersey corporation (the "Company"). Recitals -------- A. As of January 14, 2003, the parties executed a Stockholders' Agreement (the "Agreement"). B. The parties now desire to amend the Agreement to make the Agreement consistent with a change made to the compensation to be received by Leighton from the Company Agreement --------- In consideration of the agreements contained herein, the parties hereto hereby agree as follows: Section 1. Definitions. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. Section 2. Amendment. (a) Section 1(a) of the Agreement is amended by deleting the words "and the issuance of options to purchase 375,000 shares of Common Stock to Leighton." Section 3. Effect of Amendment. Except as expressly stated herein, the Agreement is and shall be unchanged and remain in full force and effect. Except as specifically stated herein, the execution and delivery of this Amendment shall in no way release, harm or diminish, impair, reduce or otherwise affect, the respective obligations and liabilities under the Agreement, all of which shall continue in full force and effect. Section 4. Miscellaneous. This Amendment is a contract made under and shall be construed in accordance with and governed by the laws of the state of New Jersey. This Amendment shall benefit and bind the parties hereto and their respective assigns, successors and legal representatives. This Amendment may be executed in two or more counterparts, and it shall not be necessary that the signatures of all parties hereto be contained on any one counterpart hereof; each counterpart shall be deemed an original, but all of which together shall constitute one and the same instrument. All titles or headings to the sections or other divisions of this Amendment are only for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other content of such sections, subsections or the divisions, such other content being controlling as to the agreement between the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written. /s/ John P. Leighton -------------------- John P. Leighton STOCKHOLDERS /s/ Martin H. Meyerson ---------------------- Martin H. Meyerson /s/ Jeffrey E. Meyerson ----------------------- Jeffrey E. Meyerson /s/ Douglas Meyerson -------------------- Douglas Meyerson TRUST MADE OCTOBER 8, 1993 BY MARTIN H. MEYERSON By: /s/ Jeffrey E. Meyerson ------------------------ Jeffrey E. Meyerson, Trustee By: /s/ Martin Leventhal --------------------- Martin Leventhal, Trustee JILL E. MEYERSON TRUST DATED DECEMBER 22, 1999 By: /s/ Edward I. Tishelman ------------------------ Edward I. Tishelman, Trustee EX-99.(F) 4 file003.txt EMPLOYMENT AGREEMENT FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment, dated as of January 30, 2003 (the "Amendment"), to Employment Agreement entered into as of January 14, 2003 by and between M.H. MEYERSON & CO., INC., a New Jersey corporation ("MHM" or "Employer"), with offices located at Newport Office Tower, 525 Washington Boulevard, 34th Floor, Jersey City, New Jersey 07310, and JOHN P. LEIGHTON, residing at 180 Nassau Blvd., Garden City, New York 11530 ("Employee"). Recitals -------- A. As of January 14, 2003, the parties executed an Employment Agreement (the "Agreement") pursuant to which Employer retained Employee as the Chief Executive Officer of Employer. B. The parties have agreed to make certain adjustments to the form and amount of compensation to be paid to Employee pursuant to the Agreement. C. The parties now desire to amend the Agreement to reflect the foregoing as hereinafter set forth. Agreement --------- In consideration of the agreements contained herein, the parties hereto hereby agree as follows: Section 1. Definitions. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. Section 2. Amendments. (a) Section 4(c) of the Agreement is amended by deleting the words "twelve and one- half (12.5%) percent" in the third line thereof and inserting the words "eleven (11%) percent" in their stead. (b) Section 4(f) of the Agreement is amended by inserting the following text as the third, fourth and fifth sentences thereof: "Effective January 30, 2003, Employer is issuing to Employee an additional three hundred seventy-five thousand (375,000) shares of Common Stock (the "Additional Shares"). The Additional Shares are unregistered and fully vested as of January 30, 2003. The Shares and the Additional Shares are collectively referred to as the "Shares". (c) Section 4(g) of the Agreement is deleted in its entirety. (d) Section 4(i) of the Agreement is amended by deleting the text thereof in its entirety and inserting the following language in its stead: "(i) Employer agrees, after obtaining the shareholder approval referred to in subclause (h) above, to promptly file a Registration Statement on Form S-3 (or if Form S-3 is not available, on Form S-1 or Form SB-2, if available) for resale of the shares of Common Stock issuable upon exercise of the Warrants." (e) Section 4(j) of the Agreement is amended by deleting the words "Options and" in the eighth line thereof. Section 3. Effect of Amendments. Except as expressly stated herein, the Agreement is and shall be unchanged and remain in full force and effect. Except as specifically stated herein, the execution and delivery of this Amendment shall in no way release, harm or diminish, impair, reduce or otherwise affect, the respective obligations and liabilities under the Agreement, all of which shall continue in full force and effect. Section 4. Miscellaneous. This Amendment is a contract made under and shall be construed in accordance with and governed by the laws of the state of New Jersey. This Amendment shall benefit and bind the parties hereto and their respective assigns, successors and legal representatives. This Amendment may be executed in two or more counterparts, and it shall not be necessary that the signatures of all parties hereto be contained on any one counterpart hereof; each counterpart shall be deemed an original, but all of which together shall constitute one and the same instrument. All titles or headings to the sections or other divisions of this Amendment are only for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other content of such sections, subsections or the divisions, such other content being controlling as to the agreement between the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written. M.H. MEYERSON & CO., INC. By: /s/ Martin H. Meyerson ------------------------ Martin H. Meyerson Co-Chairman /s/ John P. Leighton ------------------------ John P. Leighton EX-99.(G) 5 file004.txt TERMINATION OF OPTION AGREEMENT M.H. MEYERSON & CO., INC. 525 WASHINGTON BLVD. JERSEY CITY, NJ 07310 January 30, 2003 Mr. John P. Leighton 180 Nassau Blvd. Garden City, NY 11530 Dear Mr. Leighton: Reference is hereby made to the Option Agreement, dated January 14, 2003 (the "Option Agreement"), by and between M.H. MEYERSON & CO., INC. (the "Company") and John P. Leighton. In connection with the mutually agreed upon restructuring of the compensation to be paid you by the Company, effective the date hereof the Option Agreement is hereby terminated and of no further force and effect. Kindly indicate your agreement with the above by signing the enclosed copy of this letter and returning it to the undersigned. Sincerely yours, M.H. MEYERSON & CO., INC. By: /s/ Martin H. Meyerson ------------------------ Martin H. Meyerson Co-Chairman ACKNOWLEDGED AND AGREED TO AS OF THE DATE FIRST SET FORTH ABOVE: /s/ John P. Leighton - -------------------- John P. Leighton -----END PRIVACY-ENHANCED MESSAGE-----