As filed with the Securities and Exchange Commission on May 23, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Medallion
Financial Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other
Jurisdiction of Incorporation or Organization)
04-3291176
(I.R.S. Employer Identification No.)
437 Madison
Avenue
38
th
Floor
New York, New York 10022
(212) 328-2100
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Andrew M.
Murstein
President
Medallion Financial Corp.
437 Madison Avenue, 38
th
Floor
New York, New York 10022
(212)
328-2100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Marisa T. Silverman, Esq.
Chief Compliance Officer and General Counsel
Medallion Financial Corp.
437 Madison Avenue, 38
th
Floor
New York, New York 10022
(212)
328-2100
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Jeffrey S. Hochman, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New
York, New York 10019
(212)
728-8000
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 Securities Exchange Act of 1934.
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Large accelerated filer
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging Growth Company
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☐
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If an emerging growth company, indicate by checkmark 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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be Registered / Proposed
Maximum Offering Price Per
Unit /
Proposed Maximum Offering Price(1)
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Amount of
Registration Fee(7)
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Common Stock, $0.01 par value per share(2)(3)
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Preferred Stock, $0.01 par value per share(2)
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Debt Securities(4)
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Subscription Rights(2)
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Warrants(5)
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Total(6)
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$100,000,000
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$12,120
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(1)
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Estimated pursuant to Rule 457(o) solely for the purpose of determining the registration fee. The proposed
maximum offering price per security will be determined from time to time, by the registrant in connection with the sale by the registrant of the securities registered under this registration statement.
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(2)
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Subject to Note 6 below, there is being registered hereunder an indeterminate number of shares of common stock
or preferred stock, or subscription rights to purchase shares of common stock as may be sold, from time to time.
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(3)
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Includes such indeterminate number of shares of common stock as may, from time to time, be issued upon
conversion or exchange of other securities registered hereunder, to the extent any such securities are, by their terms, convertible or exchangeable for common stock.
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(4)
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Subject to Note 6 below, there is being registered hereunder an indeterminate principal amount of debt
securities as may be sold, from time to time. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate price to investors not to exceed
$100,000,000.
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(5)
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Subject to Note 6 below, there is being registered hereunder an indeterminate number of warrants as may be sold,
from time to time, representing rights to purchase common stock, preferred stock or debt securities.
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(6)
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In no event will the aggregate offering price of all securities issued from time to time pursuant to this
registration statement exceed $100,000,000.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration
statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.