sv8pos

STATE OF NEW YORK

COUNTY OF NEW YORK

-----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, IRqju4avzOMLnS+0+rEbIw+0UOoURzCc7PBixhY+4GnPRNbFNBwfeT9QP7swfNEY /mru2YRYqF3r/NaxNigCfQ== 0000950123-10-054908.txt : 20100602 0000950123-10-054908.hdr.sgml : 20100602 20100601194328 ACCESSION NUMBER: 0000950123-10-054908 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20100602 DATE AS OF CHANGE: 20100601 EFFECTIVENESS DATE: 20100602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLEACHER & COMPANY, INC. CENTRAL INDEX KEY: 0000782842 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 222655804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-115169 FILM NUMBER: 10871214 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 212-273-7331 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: BROADPOINT GLEACHER SECURITIES GROUP, INC. DATE OF NAME CHANGE: 20090605 FORMER COMPANY: FORMER CONFORMED NAME: BROADPOINT SECURITIES GROUP, INC. DATE OF NAME CHANGE: 20071228 FORMER COMPANY: FORMER CONFORMED NAME: BROADPOINT SECURITIES GROUP INC. DATE OF NAME CHANGE: 20071228 S-8 POS 1 y84821ksv8pos.htm FORM S-8 POS sv8pos

As filed with the Securities and Exchange Commission on June 1, 2010

Registration No. 333-160011
333-160012
333-149088
333-146224
333-136818
333-124707
333-124705
333-124706
333-121927
333-121928
333-115169
333-115170
333-114983
333-105771
333-105772
333-97465
333-97467
333-87476
333-37640
333-78877
333-78879

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
To

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GLEACHER & COMPANY, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		22-2655804 (I.R.S. Employer Identification No.)

1290 Avenue of the Americas New York, New York (Address of principal executive offices)		10104 (Zip code)

Broadpoint Gleacher Securities Group, Inc. 2007 Incentive Compensation Plan
Broadpoint Gleacher Securities Group, Inc. 2003 Non-Employee Directors Stock Plan

Broadpoint Gleacher Securities Group, Inc. 2005 Deferred Compensation Plan for Key Employees
Broadpoint Gleacher Securities Group, Inc. 2005 Deferred Compensation Plan for Professional and
Other Highly Compensated Employees
Broadpoint Gleacher Securities Group, Inc. 2001 Long-Term Incentive Plan
Broadpoint Gleacher Securities Group, Inc. 1999 Long-Term Incentive Plan
Broadpoint Gleacher Securities Group, Inc. 1989 Stock Incentive Plan
Broadpoint Gleacher Securities Group, Inc. Deferred Compensation Plan for Key Employees
Broadpoint Gleacher Securities Group, Inc. Deferred Compensation Plan for Professional and Other Highly Compensated Employees

Broadpoint Capital, Inc. Employees’ Retirement and Savings Plan

(Full title of plans)

* See explanatory note on following page

Eric J. Gleacher
Chief Executive Officer
Gleacher & Company, Inc.
1290 Avenue of the Americas
New York, NY 10104
(Name and address of agent for service)
(212) 273-7100
(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 or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Securities to be

Amount to be

Proposed Maximum

Amount of

Registered

Registered (1)

Offering Price Per Share (1)

Aggregate Offering Price (1)

Registration Fee (1)

Common Stock, $0.01 par value per share

N/A


(1)		The Registrant is not registering additional securities. Registration fees were originally paid by the Registrant’s predecessor-in-interest upon filing of the original registration statements on Form S-8 (File Nos. 333-160011, 333-160012, 333-149088, 333-146224, 333-136818, 333-124707, 333-124705, 333-124706, 333-121927, 333-121928, 333-115169, 333-115170, 333-114983, 333-105771, 333-105772, 333-97465, 333-97467, 333-87476, 333-37640, 333-78877 and 333-78879). Consequently, no additional registration fees are required with respect to the filing of this Post-Effective Amendment No. 1.

		This Post-Effective Amendment No. 1 shall become effective upon filing in accordance with Rule 462 under the Securities Act.

TABLE OF CONTENTS


PART II
Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 8. Exhibits
	Item 9. Undertakings
Signatures
EX-5.1
EX-23.2
EX-24.1

EXPLANATORY NOTE

On May 27, 2010, Broadpoint Gleacher Securities Group, Inc., a New York corporation (“Broadpoint”), completed its reincorporation in the State of Delaware from the State of New York (the “Reincorporation”). The Reincorporation was completed pursuant to an Agreement and Plan of Merger, dated as of May 27, 2010 (the “Merger Agreement”), between Broadpoint and Gleacher & Company, Inc., a Delaware corporation and wholly-owned subsidiary of Broadpoint (“Gleacher,” the “Company” or the “Registrant”), pursuant to which Broadpoint merged with and into the Company with the Company surviving the Merger. The Board of Directors of Broadpoint approved the Reincorporation and the Merger Agreement at a meeting duly held on April 6, 2010 and the shareholders of Broadpoint approved the Reincorporation and the Merger Agreement at the annual shareholders meeting of Broadpoint held on May 27, 2010. Gleacher is deemed to be the successor issuer of Broadpoint, under Rule 12g-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Gleacher, as the successor issuer of Broadpoint, is filing this Post-Effective Amendment No. 1 to Registration Statements on Form S-8, File Nos. 333-160011, 333-160012, 333-149088, 333-146224, 333-136818, 333-124707, 333-124705, 333-124706, 333-121927, 333-121928, 333-115169, 333-115170, 333-114983, 333-105771, 333-105772, 333-97465, 333-97467, 333-87476, 333-37640, 333-78877 and 333-78879 (the “Registration Statements”), pursuant to Rule 414 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), solely to update the Registration Statements as a result of the Reincorporation.

In connection with the Reincorporation, Gleacher assumed the Broadpoint Gleacher Securities Group, Inc. 2007 Incentive Compensation Plan, Broadpoint Gleacher Securities Group, Inc. 2003 Non-Employee Directors Stock Plan, Broadpoint Gleacher Securities Group, Inc. 2005 Deferred Compensation Plan for Key Employees, Broadpoint Gleacher Securities Group, Inc. 2005 Deferred Compensation Plan for Professional and Other Highly Compensated Employees, Broadpoint Gleacher Securities Group, Inc. 2001 Long-Term Incentive Plan, Broadpoint Gleacher Securities Group, Inc. 1999 Long-Term Incentive Plan, Broadpoint Gleacher Securities Group, Inc. 1989 Stock Incentive Plan, Broadpoint Gleacher Securities Group, Inc. Deferred Compensation Plan for Key Employees, Broadpoint Gleacher Securities Group, Inc. Deferred Compensation Plan for Professional and Other Highly Compensated Employees and Broadpoint Capital, Inc. Employees’ Retirement and Savings Plan (collectively, the “Plans”) and all of the outstanding options and equity awards under the Plans. The names of each Plan have been changed to Gleacher & Company, Inc. 2007 Incentive Compensation Plan, Gleacher & Company, Inc. 2003 Non-Employee Directors Stock Plan, Gleacher & Company, Inc. 2005 Deferred Compensation Plan for Key Employees, Gleacher & Company, Inc. 2005 Deferred Compensation Plan for Professional and Other Highly Compensated Employees, Gleacher & Company Inc. 2001 Long-Term Incentive Plan, Gleacher & Company, Inc. 1999 Long-Term Incentive Plan, Gleacher & Company, Inc. 1989 Stock Incentive Plan, Gleacher & Company, Inc. Deferred Compensation Plan for Key Employees, Gleacher & Company, Inc. Deferred Compensation Plan for Professional and Other Highly Compensated Employees and Gleacher & Company Securities, Inc. Employees’ Retirement and Savings Plan respectively. At the effective time of the Reincorporation, each outstanding option to purchase shares of Broadpoint’s common stock, par value $0.01 per share (“Broadpoint Common Stock”), was converted into an option to purchase the same number of shares of Gleacher’s common stock, par value $0.01 per share (“Gleacher Common Stock”), with no changes in the option exercise price or other terms and conditions of such options. In addition, at the effective time of the Reincorporation, each other restricted stock award, restricted stock unit and equity-based award relating to Broadpoint Common Stock granted under any of the Plans was converted into an award to purchase the same number of shares of Gleacher Common Stock, with no changes in any other terms and conditions of such awards.

In accordance with paragraph (d) of Rule 414 promulgated under the Securities Act, except as modified by this Post-Effective Amendment No. 1, the Registrant, as successor issuer to Broadpoint pursuant to Rule 12g-3 promulgated under the Exchange Act, hereby expressly adopts the Registration Statements as its own registration statements for all purposes of the Securities Act and the Exchange Act, as updated by subsequent filings under the Exchange Act, including, but not limited to, Broadpoint’s most recent Annual Report on Form 10-K and the description of the Gleacher Common Stock as set forth on Form 8-A/A filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2010. The applicable registration fees were paid at the time of the original filings of the Registration Statements.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents, which have been filed with or furnished to the SEC by the Registrant or Broadpoint are incorporated herein by reference and made a part hereof:

	1.		Broadpoint’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the SEC on March 15, 2010;

	2.		Broadpoint’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 26, 2010;

	3.		Broadpoint’s Quarterly Report on Form 10-Q for the period ended March 31, 2010, filed with the SEC on May 7, 2010;

	4.		Broadpoint’s Current Reports on Form 8-K, filed with the SEC on February 22, 2010, February 25, 2010, March 31, 2010 and April 14, 2010, and the Registrant’s Current Report on Form 8-K, filed with the SEC on May 28, 2010; and

	5.		The description of Gleacher Common Stock contained in the Registrant’s Registration Statement on Form 8-A/A filed with the SEC on May 28, 2010, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold are incorporated by reference in this Registration Statement and are part hereof from the date of filing such documents. A report on Form 8-K furnished to the SEC shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein 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.

You may request a copy of these filings, at no cost, by writing or telephoning the Company at the following address or telephone number:

Gleacher & Company, Inc.
1290 Avenue of the Americas
New York, New York 10104
(212) 273-7100

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

The Registrant’s Bylaws permit the indemnification of officers and directors under certain circumstances to the full extent that such indemnification may be permitted by law. Such rights of indemnification are in addition to, and not in limitation of, any rights to indemnification to which any officer or director of the Registrant is entitled under the General Corporation Law of the State of Delaware (the “DGCL”), which provides for indemnification by a corporation of its officers and directors under certain circumstances as stated in the DGCL and subject to specified limitations set forth in the DGCL. The Registrant has also purchased director and officer liability insurance.

Item 8. Exhibits


Exhibit
Number		Description
4.1		Amended and Restated Certificate of Incorporation of Gleacher & Company, Inc. (1)
4.2		Bylaws of Gleacher & Company, Inc. (1)
4.3		Specimen Certificate of Common Stock, par value $0.01 per share of Gleacher & Company, Inc. (1)
5.1		Opinion of Dewey & LeBoeuf LLP *
10.1		Broadpoint Gleacher Securities Group, Inc. 2007 Incentive Compensation Plan (2)
10.2		Broadpoint Gleacher Securities Group, Inc. 2003 Non-Employee Directors Stock Plan (3)
10.3		Broadpoint Gleacher Securities Group, Inc. 2005 Deferred Compensation Plan for Key Employees (4)
10.4		Broadpoint Gleacher Securities Group, Inc. 2005 Deferred Compensation Plan for Professional and Other Highly Compensated Employees (5)
10.5		Broadpoint Gleacher Securities Group, Inc. 2001 Long-Term Incentive Plan (6)
10.6		Broadpoint Gleacher Securities Group, Inc. 1999 Long-Term Incentive Plan (4)
10.7		Broadpoint Gleacher Securities Group, Inc. 1989 Stock Incentive Plan (7)
10.8		Broadpoint Gleacher Securities Group, Inc. Deferred Compensation Plan for Key Employees (8)
10.9		Broadpoint Gleacher Securities Group, Inc. Deferred Compensation Plan for Professional and Other Highly Compensated Employees (9)
10.10		Broadpoint Capital, Inc. Employees’ Retirement and Savings Plan (9)
23.1		Consent of Dewey & LeBoeuf LLP (contained in Exhibit 5.1) *
23.2		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm *
24.1		Powers of Attorney (also included on signature page) *


*		Filed herewith

(1)		Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed May 28, 2010.

(2)		Previously filed as an exhibit to Broadpoint’s Registration Statement on Form S-8, filed June 16, 2009 (File No. 333-160012).

(3)		Previously filed as an exhibit to Broadpoint’s Registration Statement on Form S-8, filed June 16, 2009 (File No. 333-160011).

(4)		Previously filed as an exhibit to Broadpoint’s Annual Report on Form 10-K for the year ended December 31, 2009, filed March 15, 2010.

(5)		Previously filed as an exhibit to Broadpoint’s Registration Statement on Form S-8, filed January 10, 2005 (File No. 333-121928).

(6)		Previously filed as an exhibit to Broadpoint’s Registration Statement on Form S-8, filed July 31, 2002 (File No. 333-97467).

(7)		Previously filed as an exhibit to Broadpoint’s Registration Statement on Form S-8, filed May 20, 1999 (File No. 333-78877).

(8)		Previously filed as an exhibit to Broadpoint’s Registration Statement on Form S-8, filed May 23, 2000 (File No. 333-37640).

(9)		Previously filed as an exhibit to Broadpoint’s Annual Report on Form 10-K for the year ended December 31, 2000, filed March 29, 2000.

Item 9. 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:

	(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 this 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;

	(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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the 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 undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(h)		Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that 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 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, 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 Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 1^st day of June, 2010.


GLEACHER & COMPANY, INC.
By:	/s/ Eric J. Gleacher
	Name:	Eric J. Gleacher
	Title:	Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Eric J. Gleacher and Jeffrey H. Kugler, and each of them acting individually, as his or her attorney-in-fact, for him or her in any and all capacities, to sign this Post Effective Amendment to Registration Statements on Form S-8, and any amendments (including post-effective amendments) to said Registration Statements and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each attorney-in-fact, or his or her substitute, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to Registration Statements has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Eric J. Gleacher	Chairman of the Board and	June 1, 2010
Eric J. Gleacher	Chief Executive Officer
	(Principal Executive Officer)

/s/ Peter J. McNierney	Director, President and Chief	June 1, 2010
Peter J. McNierney	Operating Officer

/s/ Jeffrey H. Kugler	Acting Chief Financial Officer	June 1, 2010
Jeffrey H. Kugler	(Principal Accounting Officer)

/s/ Henry S. Bienen	Director	June 1, 2010
Henry S. Bienen

/s/ Marshall Cohen	Director	June 1, 2010
Marshall Cohen

/s/ Robert A. Gerard	Director	June 1, 2010
Robert A. Gerard

/s/ Mark R. Patterson	Director	June 1, 2010
Mark R. Patterson


Signature	Title	Date
/s/ Christopher R. Pechock	Director	June 1, 2010
Christopher R. Pechock

/s/ Bruce Rohde	Director	June 1, 2010
Bruce Rohde

/s/ Robert S. Yingling	Director	June 1, 2010
Robert S. Yingling

EX-5.1 2 y84821kexv5w1.htm EX-5.1 exv5w1

Exhibit 5.1

June 1, 2010

Gleacher & Company, Inc.
1290 Avenue of the Americas
New York, NY 10104

Ladies and Gentlemen:

This opinion letter is furnished to you in connection with your filing of Post-Effective Amendment No. 1 to registration statements on Form S-8, File Nos. 333-160011, 333-160012, 333-149088, 333-146224, 333-136818, 333-124707, 333-124705, 333-124706, 333-121927, 333-121928, 333-115169, 333-115170, 333-114983, 333-105771, 333-105772, 333-97465, 333-97467, 333-87476, 333-37640, 333-78877 and 333-78879 (the “Registration Statements”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to the registration of shares of Common Stock, $0.01 par value per share (the “Shares”), of Gleacher & Company, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2007 Incentive Compensation Plan, 2003 Non-Employee Directors Stock Plan, 2005 Deferred Compensation Plan for Key Employees, 2005 Deferred Compensation Plan for Professional and Other Highly Compensated Employees, 2001 Long-Term Incentive Plan, 1999 Long-Term Incentive Plan, 1989 Stock Incentive Plan, Deferred Compensation Plan for Key Employees and Deferred Compensation Plan (Non-ERISA) (the “Plans”).

We have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of officers of the Company and of its predecessor-in-interest, Broadpoint Gleacher Securities Group, Inc., a New York corporation, and such other instruments as we have deemed necessary or appropriate as a basis for the opinion expressed below, including Post-Effective Amendment No. 1 to the Registration Statements, the Registration Statements, the Amended and Restated Certificate of Incorporation of the Company and the Bylaws of the Company. For purposes of the opinion expressed below, we have assumed that (i) at the time of any issuance or sale of the Shares, a sufficient number of shares of common stock will be authorized and available for issuance and (ii) the issuance of the Shares has been and will be duly authorized by all necessary corporate action on the part of the Company.

We have also assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies

thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

The opinion expressed below is limited to the Delaware General Corporation Law (which includes applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the Delaware General Corporation Law and the Delaware Constitution).

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefore, if any, in accordance with the terms of the Plans and any applicable option or award or similar agreement, will be validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to Post-Effective Amendment No. 1 to the Registration Statements. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.


	Very truly yours,
	/s/ Dewey & LeBoeuf LLP

EX-23.2 3 y84821kexv23w2.htm EX-23.2 exv23w2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 (File Nos. 333-160011, 333-160012, 333-149088, 333-146224, 333-136818, 333-124707, 333-124705, 333-124706, 333-121927, 333-121928, 333-115169, 333-115170, 333-114983, 333-105771, 333-105772, 333-97465, 333-97467, 333-87476, 333-37640, 333-78877 and 333-78879) of our report dated March 15, 2010 relating to the financial statements and financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in Gleacher & Company, Inc.’s (formerly Broadpoint Gleacher Securities Group, Inc.) Annual Report on Form 10-K for the year ended December 31, 2009.

/s/ PricewaterhouseCoopers LLP
New York, New York
June 1, 2010

EX-24.1 4 y84821kexv24w1.htm EX-24.1 exv24w1

Exhibit 24.1

Power of Attorney

KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Jeffrey H. Kugler as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign and to file with the Securities and Exchange Commission, the Post Effective Amendment to Registration Statements on Form S-8, and any amendments (including post-effective amendments), with exhibits thereto and other documents in connection therewith, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Except as otherwise specifically provided herein, the power of attorney granted herein shall not in any manner revoke in whole or in part any power of attorney that each person whose signature appears below has previously executed. This Power of Attorney shall not be revoked by any subsequent power of attorney each person whose signature appears below may execute, unless such subsequent power specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney.

This Power of Attorney may be executed in counterparts and all such duly executed counterparts shall together constitute the same instrument.

The “CAUTION TO THE PRINCIPAL” and “IMPORTANT INFORMATION FOR THE AGENT” statements below are required under the New York General Obligations Law. Notwithstanding anything to the contrary contained therein, this Power of Attorney is limited to the powers granted as described above and DOES NOT grant the attorneys-in-fact and agents the authority to spend the undersigned’s money or sell or dispose of the undersigned’s property.

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

In witness whereof I have hereunto signed my name on May 27, 2010.



By:	/s/ Eric J. Gleacher
	Name:	Eric J. Gleacher

On the 27^th day of May, 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared Eric J. Gleacher, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.



/s/ Patricia Arciero-Craig
Notary Public

Printed Name: Patricia Arciero-Craig

IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

avoid conflicts that would impair your ability to act in the principal’s best interest;

keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

keep a record or all receipts, payments, and transactions conducted for the principal; and

disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent:

The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

I have read the foregoing Power of Attorney. I am the person identified therein as agent for each of the principals named therein.



By:		/s/ Jeffrey H. Kugler
		Jeffrey H. Kugler
		May 27, 2010

On the 27^th day of May, 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared Jeffrey H. Kugler, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Sworn to before me on this 27^th day of May, 2010.



/s/ Patricia Arciero-Craig
Notary Public

Printed Name: Patricia Arciero-Craig

Power of Attorney

KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Eric J. Gleacher and Jeffrey H. Kugler, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign and to file with the Securities and Exchange Commission, the Post Effective Amendment to Registration Statements on Form S-8, and any amendments (including post-effective amendments), with exhibits thereto and other documents in connection therewith, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in counterparts and all such duly executed counterparts shall together constitute the same instrument.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written

notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

In witness whereof I have hereunto signed my name on May 27, 2010.


By:		/s/ Peter J. McNierney Name: Peter J. McNierney


STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

On the 27^th day of May, 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared Peter J. McNierney, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.


/s/ Patricia Arciero-Craig
Notary Public

Printed Name: Patricia Arciero-Craig

IMPORTANT INFORMATION FOR THE AGENT:

	1.		act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

	2.		avoid conflicts that would impair your ability to act in the principal’s best interest;

	3.		keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

	4.		keep a record or all receipts, payments, and transactions conducted for the principal; and

	5.		disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

Liability of agent:

I have read the foregoing Power of Attorney. I am the person identified therein as agent for each of the principals named therein.



	By:	/s/ Eric J. Gleacher
		Eric J. Gleacher May 27, 2010



	By:	/s/ Jeffrey H. Kugler
		Jeffrey H. Kugler May 27, 2010


STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

On the 27^th day of May, 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared each of Eric J. Gleacher and Jeffrey H. Kugler, each personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Sworn to before me on this 27^th day of May, 2010.


/s/ Patricia Arciero-Craig
Notary Public

Printed Name: Patricia Arciero-Craig

Power of Attorney

KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Eric J. Gleacher as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign and to file with the Securities and Exchange Commission, the Post Effective Amendment to Registration Statements on Form S-8, and any amendments (including post-effective amendments), with exhibits thereto and other documents in connection therewith, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

This Power of Attorney may be executed in counterparts and all such duly executed counterparts shall together constitute the same instrument.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

In witness whereof I have hereunto signed my name on May 27, 2010.


By:		/s/ Jeffrey H. Kugler Name: Jeffrey H. Kugler


/s/ Patricia Arciero-Craig
Notary Public

Printed Name: Patricia Arciero-Craig

IMPORTANT INFORMATION FOR THE AGENT:

	1.		act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

	2.		avoid conflicts that would impair your ability to act in the principal’s best interest;

	3.		keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

	4.		keep a record or all receipts, payments, and transactions conducted for the principal; and

	5.		disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

Liability of agent:

I have read the foregoing Power of Attorney. I am the person identified therein as agent for each of the principals named therein.



	By:	/s/ Eric J. Gleacher
		Eric J. Gleacher
		May 27, 2010


STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

Sworn to before me on this 27^th day of May, 2010.


/s/ Patricia Arciero-Craig
Notary Public