-----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, Ia1wCCzqqekBQOlCLZR4fNCdQL8+QnYD42XBNfYIXZUwzWrc48XJyVDN/9EoCvqo rEX2GpTXpO1WTQFSJGT+dg== 0000927016-97-001578.txt : 19970530 0000927016-97-001578.hdr.sgml : 19970530 ACCESSION NUMBER: 0000927016-97-001578 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19970529 EFFECTIVENESS DATE: 19970529 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDALLION FINANCIAL CORP CENTRAL INDEX KEY: 0001000209 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043291176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-19057 FILM NUMBER: 97615844 BUSINESS ADDRESS: STREET 1: 205 E 42ND ST STREET 2: STE 2020 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126823300 S-8 POS 1 FORM S-8-POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on May 29, 1997 REGISTRATION NO. 333-19057 ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 --------------------- FORM S-8/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT NO. 1 --------------------- MEDALLION FINANCIAL CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 04-3291176 (State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 205 East 42nd Street, Suite 2020, New York, New York 10017 (Address of Principal Executive Offices) --------------------- 1996 STOCK OPTION PLAN (Full Title of the Plan) ALVIN MURSTEIN Chairman and Chief Executive Officer Medallion Financial Corp. 205 East 42nd Street, Suite 2020 New York, New York 10017 (212) 682-3300 (Name, Address and Telephone Number of Agent for Service) with copies to: Steven N. Farber, Esq. Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 (617) 573-0100 --------------------- Page 1 of 5 Exhibit Index Appears at Page 5 Medallion Financial Corp. incorporates by reference herein Part I and Items 4 through 7 and 9 of Part II of the initial filing of this Registration Statement on Form S-8 (File No. 33-19057) as filed with the Securities and Exchange Commission on December 31, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Commission are incorporated herein by reference: (a) The Registrant's Prospectus dated May 13, 1997 relating to 4,000,000 shares of its Common Stock, filed pursuant to Rule 497(h)(1) of the Securities Act on May 13, 1997, which contains (i) audited consolidated financial statements for the Registrant's fiscal year ended December 31, 1996, the latest fiscal year for which such statements have been filed by the Registrant, and (ii) unaudited pro forma combined financial statements for the Registrant's fiscal year ended December 31, 1996. (b) All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ------------ since the end of the fiscal year covered by the Prospectus referred to in (a) above. (c) The description of the Registrant's Common Stock contained in its Registration Statement on Form 8-A (File No. 0-27812) filed on February 27, 1996, and any amendment or report filed hereafter for the purpose of updating such description. All documents filed after the date of this Registration Statement by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereunder have been sold or which deregisters all shares of Common Stock remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. -2- SIGNATURES Pursuant to the requirements of the Securities Act, 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 Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 27th day of May, 1997. MEDALLION FINANCIAL CORP. (Registrant) By:/s/ Alvin Murstein ------------------------------------ Alvin Murstein, Chairman and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Medallion Financial Corp., hereby severally constitute and appoint Alvin Murstein, Andrew Murstein, Daniel F. Baker and Steven N. Farber, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including any post- effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated on this 27th day of May, 1997: Signature Capacity - --------- -------- /s/ Alvin Murstein Chairman and Chief Executive Officer - ------------------------------- (Principal Executive Officer) Alvin Murstein /s/ Daniel F. Baker Chief Financial Officer - ------------------------------- (Principal Financial Officer and Principal Daniel F. Baker Accounting Officer) /s/ Mario M. Cuomo Director - ------------------------------- Mario M. Cuomo -3- /s/ Stanley Kreitman Director - ------------------------------- Stanley Kreitman /s/ David L. Rudnick Director - ------------------------------- David L. Rudnick /s/ Benjamin Ward Director - ------------------------------- Benjamin Ward -4- EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 4.1 Amended and Restated Certificate of Incorporation of Medallion Financial Corp. Filed as Exhibit a to the Registrant's Registration Statement on Form N-2 (File No. 333-1670) and incorporated herein by reference. 4.2 Amended and Restated By-Laws of Medallion Financial Corp. Filed as Exhibit b to the Registrant's Registration Statement on Form N-2 (File No. 333-1670) and incorporated herein by reference. 5 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder.* 23.1 Consent of Arthur Andersen LLP, independent accountants, relating to its report concerning Medallion Financial Corp. dated February 19, 1997.+ 23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5).* 23.3 Consent of Arthur Andersen LLP, independent accountants, relating to its report concerning Edwards Capital Company dated March 26, 1997.+ 23.4 Consent of Arthur Andersen LLP, independent accountants, relating to its report concerning Transportation Capital Corp. dated March 26, 1997.+ 23.5 Consent of Arthur Andersen LLP, independent accountants, relating to its report concerning Tri-Magna Corporation dated March 26, 1997.+ 23.6 Consent of Coopers & Lybrand L.L.P., independent accountants, relating to its report concerning Transportation Capital Corp. dated October 24, 1995.+ 23.7 Consent of Friedman Alpren & Green LLP, independent accountants, relating to its report concerning Edwards Capital Company dated January 28, 1995.+ 24 Power of Attorney (included in the signature page hereto).
- ----------------------- * Filed on December 31, 1996. + Filed herewith. -5- EX-23.1 2 CONSENT OF ARTHUR ANDERSON LLP RE. MEDALLION EXHIBIT 23.1 [LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 (File No. 333-19057 Post Effective Amendment No. 1) of our report dated February 19, 1997, on our audit of the consolidated financial statements of Medallion Financial Corp., and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Boston, Massachusetts May 27, 1997 EX-23.3 3 CONSENT OF ARHTUR ANDERSON LLP RE. EDWARDS EXHIBIT 23.3 [LETTERHEAD OF ARTHUR ANDERSON LLP APPEARS HERE] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 (File No. 333-19057 Post-Effective Amendment No. 1) of our report dated March 26, 1997, on our audit of the financial statements of Edwards Capital Company, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Boston, Massachusetts May 27, 1997 EX-23.4 4 CONSENT OF ARTHUR ANDERSON LLP RE. TRANS CAP CORP EXHIBIT 23.4 [LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 (File No. 333-19057 Post-Effective Amendment No. 1) of our report dated March 26, 1997, on our audit of the financial statements of Transportation Capital Corp., and to all references to our Firm included in this registration statement. /s/ Arthur Anderson LLP ARTHUR ANDERSEN LLP Boston, Massachusetts May 27, 1997 EX-23.5 5 CONSENT OF ARTHUR ANDERSON LLP RE. TRI-MAGNA EXHIBIT 23.5 [LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 (File No. 333-19057 Post-Effective Amendment No. 1) of our report dated March 26, 1997, on our audit of the consolidated financial statements of Tri-Magna Corporation and Subsidiaries, and to all references to our Firm included in this registration statement. /s/ Arthur Anderson LLP ARTHUR ANDERSEN LLP Boston, Massachusetts May 27, 1997 EX-23.6 6 CONSENT OF COOPERS & LYBRAND L.L.P. RE. AUDIT OF TRANS CAP EXHIBIT 23.6 [LETTERHEAD OF COOPERS & LYBRAND L.L.P. APPEARS HERE] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Post-Effective Amendment No. 1 to the Registration Statement of Medallion Financial Corp. on Form S-8 (File No. 333-19057) of our report dated October 24, 1995, on our audit of the Statement of Operations of Transportation Capital Corp. (a New York corporation), and the related statements of shareholders' equity and cash flows for the year ended December 31, 1994, which report is included in the Annual Report on Form 10-K. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. New York, New York May 27, 1997 EX-23.7 7 CONSENT OF FRIEDMAN, ALPREN & GREEN LLP EXHIBIT 23.7 [LETTERHEAD OF FRIEDMAN ALPREN & GREEN LLP APPEARS HERE] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 (File No. 333-19057 Post-Effective Amendment No. 1) of our report dated January 28, 1995, on our audit of the statement of income and the related statements of changes in partners' capital and cash flows, of Edwards Capital Company for the year ended December 31, 1994, and to all references to our firm included in this registration statement. /s/ Friedman Alpren & Green LLP FRIEDMAN ALPREN & GREEN LLP New York, New York May 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----