UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
OPPENHEIMER HOLDINGS INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 98-0080034
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
85 Broad Street
New York, NY 10004
(Address, including zip code, of principal executive offices)
OPPENHEIMER HOLDINGS INC. 2014 INCENTIVE PLAN
(Full title of the plan)
Albert G. Lowenthal
Oppenheimer Holdings Inc.
85 Broad Street
New York, NY 10004
Telephone (212) 668-8000
(Name, address and 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, 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 Exchange Act.
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| Large accelerated filer | o | | Accelerated Filer | x |
| Non-accelerated filer | o | | Smaller reporting company | o |
| | | Emerging growth company | o |
If an emerging growth company, indicate by check mark 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. o
EXPLANATORY NOTE
This Registration Statement relates to shares of Class A non-voting common stock (the “Class A Stock”) of Oppenheimer Holdings Inc., a Delaware corporation (the “Company”), to be issued pursuant to the Oppenheimer Holdings Inc. 2014 Incentive Plan (the “2014 Plan”). The 2014 Plan amends, restates and replaces two separate plans previously in place: the Company’s 2006 Equity Incentive Plan, adopted May 14, 2007, as amended (the “2006 Plan”), and the Oppenheimer & Co. Inc. Employee Share Plan adopted May 9, 2005, as amended (the “2005 ESP,” and together with the 2006 Plan, the “Prior Plans”). Registration Statements (the “Plan Registration Statements”) relating to shares of Class A Stock to be offered and sold by the Plan and the Prior Plans were filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2020 with respect to 1,250,000 shares of Class A Stock (No. 333-238190); May 9, 2017 with respect to 1,000,000 shares of Class A Stock (No. 333-217824); May 14, 2014 with respect to 1,250,000 shares of Class A Stock (No. 333-195951); April 26, 2012 with respect to 500,000 shares of Class A Stock (No. 333-180979); March 4, 2009 with respect to 380,000 shares of Class A Stock (No. 333-157686); October 29, 2007 with respect to 800,000 shares of Class A Stock (No. 333-146989); and November 2, 2005 with respect to 750,000 shares of Class A Stock (No. 333-129389), the contents of which are incorporated herein by reference.
On May 8, 2023, holders of the Class B voting common stock of the Company voted to approve increasing the number of shares of Class A Stock available to the 2014 Plan by 1,250,000 shares of Class A Stock. This Registration Statement registers these additional 1,250,000 shares of Class A Stock to be available to the 2014 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), the documents containing the information specified in Items 1 and 2 of Part I of Form S-8 will be delivered to the participants in the Oppenheimer Holdings Inc. 2014 Incentive Plan. Pursuant to Rule 428 under the Securities Act, these documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus meeting the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed (not furnished) by the Company with the Securities and Exchange Commission (the “SEC”) are incorporated by reference in this Registration Statement:
(3) The Company’s Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) filed with the SEC on January 27, 2023, January 30, 2023, April 28, 2023, May 1, 2023, May 9, 2023, July 28, 2023, July 31, 2023, October 25, 2023, October 27, 2023 and October 30, 2023 (File No. 001-12043);
In addition to the foregoing, all documents filed (not furnished) by the Company subsequent to the date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents; provided, however, that documents or information deemed to have been furnished to and not filed with the SEC in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated, or deemed to be incorporated herein, by reference 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Class A non-voting common stock issuable pursuant to the Oppenheimer Holdings Inc. 2014 Incentive Plan has been opined upon by Fox Rothschild LLP.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) provides for indemnification of officers, directors, employees and agents of Delaware corporations. The Company has adopted provisions in its Certificate of Incorporation that limit director and officer liability to the maximum extent permitted by the DGCL. The Company is obligated by its amended and restated bylaws to indemnify its directors and officers and the directors and officers of its subsidiaries. The Company has entered into indemnity agreements with each of its directors as well as certain officers providing for such indemnities. In addition, the Company carries liability insurance for its directors and officers and the directors and officers of its subsidiaries.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
All exhibits are filed herewith unless otherwise indicated. For a list of the exhibits required by this item, see the Index to Exhibits immediately following the signature pages.
Item 9. Undertakings.
(a) The 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 the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement; and
(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 Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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 registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the registrant pursuant to any arrangement, provision or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that any 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, as amended, the Company 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 24th day of January, 2024.
OPPENHEIMER HOLDINGS INC.
(Registrant)
By: /s/ A.G. Lowenthal
A.G. Lowenthal,
Chairman and Chief Executive Officer,
(On behalf of the Registrant)
INDEX TO EXHIBITS
Exhibits designated by an asterisk have been heretofore filed by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and are hereby incorporated herein by reference to the pertinent prior filing.
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| Exhibit No. | Description of Exhibit |
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*Previously filed
EXHIBIT 107
FILING FEE TABLE
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Oppenheimer Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit(2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Class A non-voting common stock, par value $0.001 per share | 457(c) and 457(h) | 1,250,000 | $48.37 | $48,368,750.00 | $147.60 per $1,000,000 | $7,139.00 |
| Total Offering Amounts | $43,368,750.00 | | $7,139.00 |
| Total Fee Offsets | | | $0.00 |
| Net Fee Due | | | $7,139.00 |
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement will also cover any additional shares of Class A non-voting common stock, par value $0.001 per share, of Oppenheimer Holdings Inc. (the “Class A Stock”) that become issuable under the Oppenheimer Holdings Inc. 2014 Incentive Plan by reason of any stock split, stock dividend, recapitalization or other similar transaction effected without the registrant’s receipt of consideration which would increase the number of outstanding shares of Class A Stock.
(2) Estimated solely for the purpose of calculating the amount of the registration fee and calculated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and low sales prices of the Class A Stock, as reported by the New York Stock Exchange on January 19, 2024.
EXHIBITS 5.1 and 23.2
OPINION OF COUNSEL
CONSENT OF COUNSEL
January 24, 2024
Oppenheimer Holdings Inc.
85 Broad Street
New York, New York
Re: Oppenheimer Holdings Inc.
Registration Statement on Form S‑8
Ladies and Gentlemen:
We have acted as counsel to Oppenheimer Holdings Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration of an additional 1,250,000 shares (collectively, the “Shares”) of the Company’s Class A non-voting common stock, par value $0.001 per share, issuable under the Oppenheimer Holdings Inc. 2014 Incentive Plan (the “Plan”) pursuant to a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), to be filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 24, 2024.
In connection with this opinion, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents, certificates, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. As to certain factual matters, we have relied upon certificates of the officers of the Company and have not sought to independently verify such matters.
In rendering this opinion, we have assumed: the genuineness and authenticity of all signatures on original documents, including electronic signatures made and/or transmitted using electronic signature technology (e.g., via DocuSign or similar electronic signature technology); that any such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s handwritten signature; the legal capacity of all natural persons; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as certified or photocopies; the authenticity of the originals of such latter documents; the accuracy and completeness of all documents and records reviewed by us; the accuracy, completeness and authenticity of certificates issued by any governmental official, office or agency and the absence of change in the information contained therein from the effective date of any such certificate; and, other than for the Company, the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents.
Our opinion herein is expressed solely with respect to the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution, and reported judicial decisions interpreting the foregoing) and is based on these laws as in effect on the date hereof. We express no opinion as to whether the laws of any
jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or other state law, rule, or regulation relating to securities, or to the sale or issuance thereof.
On the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that the Shares registered pursuant to the Registration Statement have been duly and validly authorized and reserved for issuance and that upon the issuance of the Shares and payment therefor in accordance with the provisions of the Plan, the Shares will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such 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 of the SEC thereunder. This opinion is expressed as of the date hereof, and we disclaim any undertaking to update or supplement this opinion or to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.
Very truly yours,
/s/ Fox Rothschild LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 28, 2023, relating to the financial statements of Oppenheimer Holdings, Inc., and the effectiveness of Oppenheimer Holdings, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Oppenheimer Holdings, Inc. for the year ended December 31, 2022.
/s/ Deloitte & Touche LLP
New York, New York
January 24, 2024
EXHIBIT 23.2
THE CONSENT OF FOX ROTHSCHILD LLP IS INCLUDED IN EXHIBIT 5.1 CONTAINED HEREIN.
EXHIBIT 24.1
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Brad M. Watkins, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
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| /s/ A.G. Lowenthal | | Chairman, Chief Executive Officer (Principal Executive Officer), Director | | January 24, 2024 |
| A.G. Lowenthal | | | |
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| /s/ B.M. Watkins | | Chief Financial Officer (Principal Financial and Accounting Officer) | | January 24, 2024 |
| B.M. Watkins | | | |
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| /s/ E. Behrens | | Director | | January 24, 2024 |
| E. Behrens | | | | |
| | |
| /s/ T. Dwyer | | Director | | January 24, 2024 |
| T. Dwyer | | | | |
| | | | |
| /s/ W. Ehrhardt | | Director | | January 24, 2024 |
| W. Ehrhardt | | | | |
| | |
| /s/ P. Friedman | | Director | | January 24, 2024 |
| P. Friedman | | | | |
| | |
| /s/ L. Roth | | Director | | January 24, 2024 |
| L. Roth | | | | |
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| /s/ R.S. Lowenthal | | Director, President | | January 24, 2024 |
| R.S. Lowenthal | | | | |
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| /s/ A.W. Oughtred | | Director | | January 24, 2024 |
| A.W. Oughtred | | | | |
| | |
| /s/ T. Glasser | | Director | | January 24, 2024 |
| T. Glasser | | | | |
| | | | |
| /s/ S. Kanter | | Director | | January 24, 2024 |
| S. Kanter | | | | |
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