-----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, ANeXHoTDfE4AnXtfEX5fy56QWJND5m2mbkWAloq9Aw8BjimPUH2RWa/sUyhS2qo7 wEqiRJhWVdGvYYv68gExGQ== 0001019056-05-000589.txt : 20050524 0001019056-05-000589.hdr.sgml : 20050524 20050524142617 ACCESSION NUMBER: 0001019056-05-000589 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050520 FILED AS OF DATE: 20050524 DATE AS OF CHANGE: 20050524 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MAXCOR FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000931707 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 593262958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE SEAPORT PLAZA STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 6463467000 MAIL ADDRESS: STREET 1: ONE SEAPORT PLAZA STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 FORMER COMPANY: FORMER CONFORMED NAME: FINANCIAL SERVICES ACQUISITION CORP /DE/ DATE OF NAME CHANGE: 19941020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHARF MICHAEL J CENTRAL INDEX KEY: 0000934975 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25056 FILM NUMBER: 05854056 BUSINESS ADDRESS: STREET 1: P O BOX 1592 CITY: PONTE VEDRA BEACH STATE: FL ZIP: 32004 BUSINESS PHONE: 2123171000 MAIL ADDRESS: STREET 1: PO BOX 1592 CITY: PONTE VEDRA BEACH STATE: FL ZIP: 32004 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-05-20 1 0000931707 MAXCOR FINANCIAL GROUP INC MAXF 0000934975 SCHARF MICHAEL J C/O MAXCOR FINANCIAL GROUP INC. ONE SEAPORT PLAZA, 19TH FLOOR NEW YORK NY 10038 1 0 0 0 Common Stock, par value $.001 2005-05-20 4 D 0 464038 14.00 D 0 D Common Stock, par value $.001 2005-05-20 4 D 0 3733 14.00 D 0 I By Michael J. Scharf 1987 Grantor Income Trust (of which the Reporting Person is trustee) Common Stock, par value $.001 2005-05-20 4 D 0 9500 14.00 D 0 I By Scharf Family 1989 Trust (of which the Reporting Person is trustee) Option (right to buy) 10.70 2005-05-20 4 D 0 10000 3.30 D 2013-07-21 Common Stock 10000 0 D Option (right to buy) 8.945 2005-05-20 4 D 0 10000 5.055 D 2014-08-02 Common Stock 10000 0 D These options, which provided for vesting over one year (50% per six months) from the date of grant, July 22, 2003, were canceled in the merger of Magnet Acquisition Corp. with and into the Issuer (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of April 4, 2005, by and among the Issuer, BGC Partners, L.P. and Magnet Acquisition Corp. in exchange for a cash payment of $33,000, representing the difference between the exercise price of the option and the $14.00 per share of Common Stock payable as consideration in the Merger. These options, which provided for vesting over one year (50% per six months) from the date of grant, August 3, 2004, were canceled in the Merger in exchange for a cash payment of $50,550, representing the difference between the exercise price of the option and the $14.00 per share of Common Stock payable as consideration in the Merger. ROGER E. SCHWED, By Roger E. Schwed, Attorney-in-fact 2005-05-24 EX-24 2 scharfm_poa.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Roger Schwed and Steven Vigliotti, signing singly, the undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, or 10% stockholder of Maxcor Financial Group Inc. (the "Company"), Forms 3, 4, and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact may rely entirely on information furnished orally or in writing by the undersigned, or a representative of the undersigned, to such attorney-in-fact. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this August 12th, 2004. Michael J. Scharf /s/ MICHAEL J. SCHARF ----------------------------------------- Signature -----END PRIVACY-ENHANCED MESSAGE-----