PROSPECTUS FILING
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-150023
Broadpoint Securities Group, Inc.
7,058,824 Shares of Common Stock
This prospectus relates to the public offering, from time to time, of up to an aggregate of
7,058,824 shares of common stock, par value $.01 per share, of Broadpoint Securities Group, Inc.
by selling stockholders or their pledgees, transferees or other successors in interest. We will not
receive any of the proceeds from the sale of these shares of common stock.
Our
common stock is traded on The Nasdaq Global Market under the symbol
“BPSG.” On April 28, 2008 the closing price of our
common stock was $2.49 per share.
Investing in our common stock involves significant risks. See “Risk Factors” beginning on
Page 2.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of the
disclosures in this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is April 29, 2008
TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS
This prospectus, the registration statement of which this prospectus forms a part and the
documents incorporated by reference contain “forward-looking statements” within the meaning of the
safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, which we call the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we call
the Exchange Act. These forward-looking statements are usually preceded by words such as “may,”
“will”, “expect”, “anticipate”, “believe” , “estimate”, and “continue” or similar words. All
statements other than historical information or current facts should be considered forward-looking
statements. Forward-looking statements may contain projections regarding revenues, earnings,
operations, and other financial projections, and may include statements of future performance,
strategies and objectives. However, there may be events in the future, which we are not able to
accurately predict or control, which may cause actual results to differ, possibly materially, from
the expectations set forth in our forward-looking statements. All forward-looking statements
involve risks and uncertainties, and actual results may differ materially from those discussed as a
result of various factors. Such factors include, among others, market risk, credit risk and
operating risk. These and other risks are described in greater detail in the documents incorporated
by reference in this prospectus and the registration statement. We do not intend or assume any
obligation to update any forward-looking statements we make.
i
SUMMARY
This summary highlights information about Broadpoint Securities Group, Inc. Because the
following description is a summary, it does not contain all the information you should consider
before investing in our common stock. You should read carefully this entire prospectus and the
documents that we incorporate by reference herein. As used in this prospectus, references to “we,”
“us,” “our,” “the Company” or “our Company” and similar terms mean Broadpoint Securities Group, Inc.
Broadpoint Securities Group, Inc.
Broadpoint Securities Group, Inc., formerly First Albany Companies Inc., is an independent
investment bank that serves the growing institutional market and corporate middle market by
providing clients with strategic, research-based investment opportunities, as well as advisory and
financing services. The Company offers a diverse range of products through its Equities division,
as well as Broadpoint Securities, Inc., its mortgage-backed security/asset-backed security trading
subsidiary, and FA Technology Ventures Corp., its venture capital division. The Company, a New
York corporation, is traded on The Nasdaq Global Market, which we refer to as NASDAQ, under the
symbol “BPSG”. The Company changed its symbol from “FACT” to “BPSG” effective November 12, 2007.
Broadpoint Capital, Inc., formerly First Albany Capital Inc. (“Broadpoint Capital”), a wholly
owned subsidiary of the Company, is an independent, institutional investment bank that provides
advisory services, boutique sales and trading and serves the growing corporate middle market by
providing clients with focused expertise and strategic, research-based, investment opportunities.
Broadpoint Securities, Inc., formerly Descap Securities Inc. (“Broadpoint Securities”), a
wholly owned subsidiary of the Company, is a specialized broker-dealer and boutique investment
banking firm specializing in secondary trading of mortgage and asset-backed securities as well as
the primary issuance of debt financing. The Company acquired Broadpoint Securities in May of 2004.
FA Technology Ventures Corp. (“FATV”), a wholly owned subsidiary of the Company, manages FA
Technology Ventures L.P. and certain other employee investment funds, providing management and
guidance for portfolio companies, which are principally involved in the emerging growth sectors of
information and energy technology.
Broadpoint Capital Limited (“BCL”), a wholly owned subsidiary of the Company, formerly
provided securities brokerage to institutional investors in the United Kingdom and Europe.
Currently, the Company is not actively providing these services.
Through its subsidiaries, the Company is a member of the New York Stock Exchange, Inc.
(“NYSE”), the Financial Industry Regulatory Authority, Inc. (“FINRA”), the American Stock Exchange,
Inc. (“ASE”), the Boston Stock Exchange, Inc. (“BSE”) and various other exchanges and are
registered as a broker-dealer with the Securities and Exchange Commission (“SEC”).
In March 2008, the Company and Broadpoint Capital completed the hiring of 47 employees of the
New Jersey-based Fixed Income division of BNY Capital Markets, Inc. and the acquisition of certain
related assets. The Company has formed a new Debt Capital Markets group with the employees that
operates a comprehensive sales and trading platform that specializes in high yield, distressed,
investment grade corporate, treasury, government agency, convertible bond, and equity securities.
Our business strategy includes growth through acquisitions of businesses and assets, as well
as through hiring high quality professionals, to add to existing business lines or create new ones.
We routinely review our ongoing operations and may divest ourselves of assets or business lines
that are non-strategic or underperforming relative to alternative investments. For example, in
March 2008 we hired 47 employees of the New Jersey-based Fixed Income division of BNY Capital
Markets, Inc., and acquired related assets to establish a sales and marketing platform specializing
in high yield, distressed, investment grade corporate, treasury, government
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agency, convertible bond and equity securities. In February 2008, we established a recapitalization
and restructuring group within our Equity division through the hiring of 10 individuals. In
September 2007, we sold our Municipal Capital Markets business to a wholly owned subsidiary of
DEPFA BANK plc. We routinely engage in discussions with individuals and organizations regarding
potential transactions and anticipate engaging in the future in additional such transactions, some
of which may be material to us.
Our principal executive offices are located at One Penn Plaza, New York, New York 10119. Our
telephone number at that address is (212) 273-7100. Our website
is www.broadpointsecurities.com. Information
contained on our website is not part of, and is not incorporated into, this prospectus. Our filings
with the SEC are available without charge on our website as soon as reasonably practicable after
filing.
RISK FACTORS
An investment in our common stock involves significant risks. You should carefully consider
and evaluate all of the information included and incorporated by reference in this prospectus,
including the risk factors described below as they may be updated from time to time by annual,
quarterly and other reports and documents we file with the SEC and that are incorporated by
reference herein. Any of these risks could materially and adversely affect our business, results of
operations and financial condition, which in turn could materially and adversely affect the price
of our common stock and the value of your investment in us.
Company Risks
We have incurred losses in recent periods and may incur losses in the future. We have
incurred losses in recent periods. We recorded a net loss of $19.5 million for the year ended
December 31, 2007 and a net loss of $44.0 million for the year ended December 31, 2006. We have
experienced declines in revenues generated by our key segments, including equities sales and
trading, equity investment banking and fixed income. We may incur losses and further declines in
revenue in future periods. If we continue to incur losses and we are unable to raise funds to
finance those losses, they could have a significant effect on our liquidity as well as our ability
to operate.
In addition, we may incur significant expenses if we expand our underwriting and trading
businesses or engage in strategic acquisitions and investments. Accordingly, we will need to
increase our revenues at a rate greater than our expenses to achieve and maintain profitability. If
our revenues do not increase sufficiently, or we are unable to manage our expenses, we will not
achieve and maintain profitability in future periods.
We are a holding company and depend on payments from our subsidiaries. We depend on
dividends, distributions and other payments from our subsidiaries to fund our obligations.
Regulatory and other legal restrictions may limit our ability to transfer funds freely, either to
or from our subsidiaries. In particular, our broker-dealer subsidiaries are subject to laws and
regulations that authorize regulatory bodies to block or reduce the flow of funds to the parent
holding company, or that prohibit such transfers altogether in certain circumstances. These laws
and regulations may hinder our ability to access funds that we may need to make payments on our
obligations. In addition, because our interests in the firm’s subsidiaries consist of equity
interests, our rights may be subordinated to the claims of the creditors of these subsidiaries.
Our ability to hire and retain our senior professionals is critical to the success of our
business. In order to operate our business successfully, we rely heavily on our senior
professionals. Their personal reputation, judgment, business generation capabilities and project
execution skills are a critical element in obtaining and executing client engagements. We encounter
intense competition for qualified employees from other companies in the investment banking industry
as well as from businesses outside the investment banking industry, such as hedge funds, private
equity funds and venture capital funds. In the past, we have lost investment banking,
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brokerage, research, and senior professionals. We could lose more in the future. Any loss of
professionals, particularly key senior professionals or groups of related professionals, could
impair our ability to secure or successfully complete engagements, materially and adversely affect
our revenues and make it more difficult to return to profitability. In the future, we may need to
hire additional personnel. At that time, there could be a shortage of qualified and, in some
cases, licensed personnel whom we could hire. This could hinder our ability to expand or cause a
backlog in our ability to conduct our business, including the handling of investment banking
transactions and the processing of brokerage orders. These personnel challenges could harm our
business, financial condition and operating results.
Limitations on our access to capital could impair our liquidity and our ability to conduct our
businesses. Liquidity, or ready access to funds, is essential to financial services firms.
Failures of financial institutions have often been attributable in large part to insufficient
liquidity. Liquidity is of particular importance to our trading business and perceived liquidity
issues may affect our clients and counterparties’ willingness to engage in brokerage transactions
with us. Our liquidity could be impaired due to circumstances that we may be unable to control,
such as a general market disruption or an operational problem that affects our trading clients,
third parties or us. Further, our ability to sell assets may be impaired if other market
participants are seeking to sell similar assets at the same time.
We rely on short-term bank loans and similar debt facilities to finance our operations
generally and to maintain our margin requirements with Ridge and Pershing in particular. Our
ability to continue to access these and other forms of capital could be impaired due to
circumstances beyond our control such as market disruptions or dislocations. Any such events could
have a material adverse effect on our ability to fund our operations and operate our business.
In order to obtain funding for other aspects of our business, we may seek to raise capital
through issuance and sale of our common stock or the incurrence of additional debt. The sale of
equity, or securities convertible into equity, would result in dilution to our stockholders. The
incurrence of debt may subject us to covenants restricting our business activities. Additional
funding may not be available to us on acceptable terms, or at all.
Our venture capital business and investment portfolio may also create liquidity risk due to
increased levels of investments in high-risk, illiquid assets. We have made substantial principal
investments in our private equity funds and may make additional investments in future funds, which
are typically made in securities that are not publicly traded. There is a significant risk that we
may be unable to realize our investment objectives by sale or other disposition at attractive
prices or may otherwise be unable to complete any exit strategy. In particular, these risks could
arise from changes in the financial condition or prospects of the portfolio companies in which
investments are made, changes in national or international economic conditions or changes in laws,
regulations, fiscal policies or political conditions of countries in which investments are made.
It takes a substantial period of time to identify attractive investment opportunities and then to
realize the cash value of our investments through resale. Even if a private equity investment
proves to be profitable, it may be several years or longer before any profits can be realized in
cash. At December 31, 2007, $16.9 million of our total assets consisted of relatively illiquid
private equity investments. See Note 6 of the Consolidated Financial Statements contained in our
Annual Report on Form 10-K for the year ended December 31, 2007, incorporated herein by reference.
Capital requirements may impede our ability to conduct our business. Broadpoint Capital and
Broadpoint Securities, our broker-dealer subsidiaries, are subject to the net capital requirements
of the SEC and various self-regulatory organizations of which they are members. These requirements
typically specify the minimum level of net capital a broker-dealer must maintain and also mandate
that a significant part of its assets be kept in relatively liquid form. Any failure to comply
with these net capital requirements could impair our ability to conduct our core business as a
brokerage firm.
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Pricing and other competitive pressures may impair the revenues and profitability of our
brokerage business. In recent years, we have experienced significant pricing pressures on trading
margins and commissions in debt and equity trading. In the fixed income market, regulatory
requirements have resulted in greater price transparency, leading to increased price competition
and decreased trading margins. In the equity market, we have experienced increased pricing
pressure from institutional clients to reduce commissions, and this pressure has been augmented by
the increased use of electronic, algorithmic and direct market access trading, which has created
additional competitive downward pressure on trading margins. The trend toward using alternative
trading systems is continuing to grow, which may result in decreased commission and trading
revenue, reduce our participation in the trading markets and our ability to access market
information, and lead to the creation of new and stronger competitors. As a result of pressure
from institutional clients to alter “soft dollar” practices and SEC rulemaking in the soft dollar
area, some institutions are entering into arrangements that separate (or “unbundle”) payments for
research products or services from sales commissions. These arrangements, both in the form of
lower commission rates and commission sharing agreements, have increased the competitive pressures
on sales commissions and have affected the value our clients place on high-quality research.
Beginning in June 2006, one of our largest institutional brokerage clients in terms of commission
revenue, Fidelity Management and Research Company, began to separate payments for research services
and services for sales commissions for brokerage services, instead of compensating research
services through sales commissions. Additional pressure on sales and trading revenue may impair
the profitability of our brokerage business. Moreover, our inability to reach agreement regarding
the terms of unbundling arrangements with institutional clients who are actively seeking such
arrangements could result in the loss of those clients, which would likely reduce our institutional
commissions. We believe that price competition and pricing pressures in these and other areas will
continue as institutional investors continue to reduce the amounts they are willing to pay,
including reducing the number of brokerage firms they use, and some of our competitors seek to
obtain market share by reducing fees, commissions or margins.
We focus principally on specific sectors of the economy, and a deterioration in the business
environment in these sectors generally or decline in the market for securities of companies within
these sectors could materially and adversely affect our businesses. For example, our equity
business focuses principally on the healthcare, energy and technology sectors of the economy.
Therefore, volatility in the business environment in these sectors generally, or in the market for
securities of companies within these sectors particularly, could substantially affect our financial
results and the market value of our common stock. The market for securities in each of our target
sectors may also be subject to industry-specific risks. Underwriting transactions, strategic
advisory engagements and related trading activities in our target sectors represent a significant
portion of our businesses. This concentration exposes us to the risk of substantial declines in
revenues in the event of downturns in these sectors of the economy and any future downturns in our
target sectors could materially and adversely affect our business and results of operations.
Markets may experience periods of high volatility. Financial markets are susceptible to
severe events evidenced by rapid depreciation in asset values accompanied by a reduction in asset
liquidity, such as the asset price deterioration in the subprime residential mortgage market.
Higher interest rates during the first half of 2007, falling property prices throughout the year
and a significant increase in the number of subprime mortgages originated in 2005 and 2006
contributed to dramatic increases in mortgage delinquencies and defaults in 2007 and anticipated
future delinquencies among higher-risk, or subprime, borrowers in the United States. The widespread
dispersion of credit risk related to mortgage delinquencies and defaults through the securitization
of mortgage-backed securities, sales of collateralized debt obligations and the creation of
structured investment vehicles and the unclear impact on large banks of mortgage-backed securities,
caused banks to reduce their loans to each other or make them at higher interest rates. During the
second half of 2007, the economic impact of these problems spread and disrupted the broader
financial markets. The combination of these events caused a large number of mortgage lenders and
some hedge funds to shut down or file for bankruptcy. These continued conditions could result in
additional significant write-downs at many financial institutions and could have a material adverse
effect on the broader financial markets. Financial institutions have entered into large numbers of
credit default swaps
4
with counterparties to hedge credit risk. As a result of the credit crises and the
increasingly large numbers of credit defaults, there is a risk that counterparties could fail, shut
down, file for bankruptcy or be unable to pay out contracts. The failure of a significant number of
counterparties or a counterparty that holds a significant amount of credit default swaps could have
a material adverse effect on the broader financial markets. It is difficult to predict how long
these conditions will continue, whether they will continue to deteriorate and whether our markets,
products and businesses will be adversely affected. As a result, these conditions could adversely
affect our financial condition and results of operations.
Increase in capital commitments in our trading, underwriting and other businesses increases
the potential for significant losses. The trend in capital markets is toward larger and more
frequent commitments of capital by financial services firms in many of their activities. For
example, in order to win business, investment banks are increasingly committing to purchase large
blocks of stock from publicly-traded issuers or their significant shareholders, instead of the more
traditional marketed underwriting process, in which marketing was typically completed before an
investment bank committed to purchase securities for resale. As a result, we may be subject to
increased risk as we commit greater amounts of capital to facilitate primarily client-driven
business. Furthermore, we may suffer losses even when economic and market conditions are generally
favorable for others in the industry.
We may enter into transactions in which we commit our own capital as part of our trading
business. The number and size of these transactions may materially affect our results of
operations in a given period. We may also incur significant losses from our trading activities due
to market fluctuations and volatility from quarter to quarter. We maintain trading positions in
the fixed income and equity markets to facilitate client-trading activities. To the extent that we
own security positions, in any of those markets, a downturn in the value of those securities or in
those markets could result in losses from a decline in value. Conversely, to the extent that we
have sold securities we do not own in any of those markets, an upturn in those markets could expose
us to potentially unlimited losses as we attempt to acquire the securities in a rising market.
Our principal trading and investments expose us to risk of loss. A significant portion of our
revenues is derived from trading in which we act as principal. Although the majority of our
principal trading is “riskless principal” in nature, we may incur trading losses relating to the
purchase, sale or short sale of corporate and asset-backed fixed income securities and equity
securities for our own account and from other principal trading. In any period, we may experience
losses as a result of price declines, lack of trading volume, and illiquidity. From time to time,
we may engage in a large block trade in a single security or maintain large position concentrations
in a single security, securities of a single issuer, or securities of issuers engaged in a specific
industry. In general, any downward price movement in these securities could result in a reduction
of our revenues and profits.
In addition, we may engage in hedging transactions and strategies that may not properly
mitigate losses in our principal positions. If the transactions and strategies are not successful,
we could suffer significant losses.
Our financial results may fluctuate substantially from period to period, which may impact our
stock price. We have experienced, and expect to experience in the future, significant periodic
variations in our revenues and results of operations. These variations may be attributed in part
to fluctuations in the value of our investment portfolio and the fact that our investment banking
revenues are typically earned upon the successful completion of a transaction, the timing of which
is uncertain and beyond our control. In most cases, we receive little or no payment for investment
banking engagements that do not result in the successful completion of a transaction. We may
nevertheless incur significant direct and indirect expenses in connection with such transactions.
As a result, our business is highly dependent on market conditions as well as the decisions and
actions of our clients and interested third parties. If the parties fail to complete a transaction
on which we are advising or an offering in which we are participating, we will earn little or no
revenue from the transaction. This risk may be intensified by our focus on growth companies in the
healthcare, energy and technology sectors and mortgage asset backed securities, as the market for
these securities has experienced significant variations in the
5
number and size of offerings as well as the after-market trading volume and prices of newly
issued securities. Recently, more companies initiating the process of an initial public offering
are simultaneously exploring merger and acquisition exit opportunities. If we are not engaged as a
strategic advisor in any such dual-tracked process, our investment banking revenues would be
adversely affected in the event that an initial public offering is not consummated. In addition,
our investments in our private equity funds are adjusted for accounting purposes to fair value at
the end of each quarter and our share of these gains or losses will affect our revenues even when
these market fluctuations have no cash impact, which could increase the volatility of our quarterly
earnings.
As a result, we are unlikely to achieve steady and predictable earnings on a quarterly basis,
which could in turn adversely affect our stock price. For more information, see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual
Report on Form 10-K for the year ended December 31, 2007, incorporated herein by reference.
If we violate the listing requirements of The Nasdaq Global Market, our common stock may be
delisted. To maintain our listing on The Nasdaq Global Market, we must meet certain financial and
liquidity criteria. One of these criteria requires that we maintain a minimum bid price per share
of $1.00. We currently meet the listing standards for continued listing on The Nasdaq Global
Market. The last reported sale price of our common stock on
April 28, 2008 was $2.49 per share.
The market price of our common stock has been and may continue to be subject to significant
fluctuation as a result of periodic variations in our revenues and results of operations. If we
violate The Nasdaq Global Market listing requirements, we may be delisted.
We face strong competition from larger firms. The brokerage and investment banking industries
are intensely competitive and we expect them to remain so. We compete on the basis of a number of
factors, including client relationships, reputation, the abilities of our professionals, market
focus and the relative quality and price of our services and products. We have experienced intense
price competition in some of our businesses, in particular discounts in large block trades and
trading commissions and spreads. In addition, pricing and other competitive pressures in investment
banking, including the trends toward multiple book runners, co-managers and multiple financial
advisors handling transactions, have continued and could adversely affect our revenues. We believe
we may experience competitive pressures in these and other areas in the future, as some of our
competitors seek to obtain market share by competing on the basis of price.
Many of our competitors in the brokerage and investment banking industries have a broader
range of products and services, greater financial and marketing resources, larger customer bases,
greater name recognition, more professionals to serve their clients’ needs, greater global reach
and more established relationships with clients than we have. These larger and better-capitalized
competitors may be better able to respond to changes in the brokerage and investment banking
industries, to compete for skilled professionals, to finance acquisitions, to fund internal growth
and to compete for market share generally.
The scale of our competitors has increased in recent years as a result of substantial
consolidation among companies in the brokerage and investment banking industries. In addition, a
number of large commercial banks, insurance companies and other broad-based financial services
firms have established or acquired underwriting or financial advisory practices and broker-dealers
or have merged with other financial institutions. These firms have the ability to offer a wider
range of products than we do, which may enhance their competitive position. They also have the
ability to support investment banking with commercial banking, insurance and other financial
services in an effort to gain market share, which has resulted, and could further result, in
pricing pressure in our businesses. In particular, the ability to provide financing has become an
important advantage for some of our larger competitors and, because we do not provide such
financing, we may be unable to compete as effectively for clients in a significant part of the
brokerage and investment banking market. Additionally, these broader, more robust investment
banking and financial services platforms may be more appealing to investment banking professionals
than our business, making it more difficult for us to attract new employees and retain those we
have.
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If we are unable to compete effectively with our competitors, our business, financial
condition and results of operations will be adversely affected.
Our risk management policies and procedures may leave us exposed to unidentified or
unanticipated risk. Our risk management strategies and techniques may not be fully effective in
mitigating our risk exposure in all market environments or against all types of risk.
We are exposed to the risk that third parties that owe us money, securities or other assets
will not perform on their obligations. These parties may default on their obligations to us due to
bankruptcy, lack of liquidity, operational failure, breach of contract or other reasons. We are
also subject to the risk that our rights against third parties may not be enforceable in all
circumstances. Broadpoint Capital, which currently self-clears a portion of its business, finances
certain customer positions and could be held responsible for the defaults or misconduct of our
customers. Although we regularly review credit exposures to specific clients and counterparties
and to specific industries and regions that we believe may present credit concerns, default risk
may arise from events or circumstances that are difficult to detect or foresee. In addition,
concerns about, or a default by, one institution could lead to significant liquidity problems,
losses or defaults by other institutions, which in turn could adversely affect us. If any of the
variety of instruments, processes and strategies we utilize to manage our exposure to various types
of risk are not effective, we may incur losses.
Our operations and infrastructure may malfunction or fail. Our businesses are highly
dependent on our ability to process, on a daily basis, a large number of transactions across
diverse markets, and the transactions we process have become increasingly complex. Our financial,
accounting or other data processing systems may fail to operate properly or become disabled as a
result of events that are wholly or partially beyond our control, including a disruption of
electrical or communications services or our inability to occupy one or more of our buildings. The
inability of our systems to accommodate an increasing volume of transactions could also constrain
our ability to expand our businesses. If any of these systems do not operate properly or are
disabled or if there are other shortcomings or failures in our internal processes, people or
systems, we could suffer an impairment to our liquidity, financial loss, a disruption of our
businesses, liability to clients, regulatory intervention or reputational damage.
We also face the risk of operational failure or termination of any of the clearing agents,
exchanges, clearing houses or other financial intermediaries we use to facilitate our securities
transactions. Any such failure or termination could adversely affect our ability to execute
transactions and to manage our exposure to risk.
We are subject to risks associated with the outsourcing of certain functions and the
relocation of our administrative function to New York City, both of which could adversely affect our
businesses. Despite the transition plans we have in place, our ability to conduct business may be
adversely affected by the transition of our administrative functions from Albany to New York City
and the outsourcing of certain other functions.
In addition, our ability to conduct business may be adversely impacted by a disruption in the
infrastructure that supports our businesses and the communities in which we are located. This may
include a disruption involving electrical, communications, transportation or other services used by
us or third parties with which we conduct business, whether due to fire, other natural disaster,
power or communications failure, act of terrorism or war or otherwise. Nearly all of our employees
in our primary locations, including New York City, Albany, Roseland, San Francisco and Boston, work
in close proximity to each other. If a disruption occurs in one location and our employees in that
location are unable to communicate with or travel to other locations, our ability to service and
interact with our clients may suffer and we may not be able to implement successfully contingency
plans that depend on communication or travel.
Our operations also rely on the secure processing, storage and transmission of confidential
and other information in our computer systems and networks. Although we take protective measures
and endeavor to
7
modify them as circumstances warrant, our computer systems, software and networks may be
vulnerable to unauthorized access, computer viruses or other malicious code and other events that
could have a security impact. If one or more of such events occur, this potentially could
jeopardize our or our clients’ or our counterparties’ confidential and other information processed
and stored in, and transmitted through, our computer systems and networks, or otherwise cause
interruptions or malfunctions in our, our clients’, our counterparties’ or third parties’
operations. We may be required to expend significant additional resources to modify our protective
measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject
to litigation and financial losses that are either not insured against or not fully covered through
any insurance maintained by us.
To be successful, we must profitably expand our business operations. We face numerous risks
and uncertainties as we seek to expand. We seek the growth in our business primarily from internal
expansion and through acquisitions and strategic partnering. If we are successful in expanding our
business, there can be no assurance that our financial controls, the level and knowledge of our
personnel, our operational abilities, our legal and compliance controls and our other corporate
support systems will be adequate to manage our business and our growth. The ineffectiveness of any
of these controls or systems could adversely affect our business and prospects.
We may be unable to fully capture the expected value from acquisitions in investments and
personnel. We currently expect to grow through acquisitions and through strategic investments as
well as through internal expansion. To the extent we make acquisitions or enter into combinations,
we face numerous risks and uncertainties combining or integrating the relevant businesses and
systems, including the need to combine accounting and data processing systems and management
controls and to integrate relationships with clients and business partners. In addition,
acquisitions may involve the issuance of additional shares of our common stock, which may dilute
our shareholders’ ownership of our firm. Furthermore, acquisitions could entail a number of risks
including problems with the effective integration of operations, inability to maintain key
pre-acquisition business relationships, increased operating costs, exposure to unanticipated
liabilities and difficulties in realizing projected efficiencies, synergies and cost savings. There
is no assurance that any of our recent acquisitions or any business we acquire in the future will
be successfully integrated and result in all of the positive benefits anticipated. If we are not
able to integrate successfully our past and future acquisitions, there is a risk that our results
of operations may be materially and adversely affected. Finally, expansions or acquisitions have
required and may in the future requires significant managerial attentions, which may be diverted
from our other operations. These capital, equity and managerial commitments may impair the
operation of our businesses.
Because MatlinPatterson FA Acquisition LLC, a Delaware limited liability company
(“MatlinPatterson”), controls a majority of the voting power of our common stock, investors will
not be able to affect the outcome of any shareholder vote. As of March 4, 2008, MatlinPatterson
controlled approximately 64% of the voting power of our common stock. For as long as MatlinPatterson
beneficially owns more than 50% of the outstanding shares of our common stock, it will be able to
direct the election of all of the members of our board of directors, call a special meeting of
shareholders at which our directors may be removed with or without cause and determine the outcome
of most matters submitted to a vote of our shareholders, including matters involving mergers or
other business combinations, the acquisition or disposition of assets, the incurrence of
indebtedness, the issuance of any additional shares of common stock or other equity securities and
the payment of dividends on common stock. MatlinPatterson currently has and will have the power to
prevent or cause a change in control, and could take other actions that might be favorable to
MatlinPatterson but not to our other shareholders.
Because MatlinPatterson beneficially owns a majority of the outstanding shares of our common
stock, we are a “controlled company” within the meaning of the Nasdaq Marketplace Rules and, as a
result, we are not subject to all of the Nasdaq corporate governance requirements. Because
MatlinPatterson controls more than 50% of the voting power of our common stock, we are a
“controlled company” within the meaning of the Nasdaq Marketplace Rules. Under the Nasdaq
Marketplace Rules, a controlled company may elect not to comply with certain Nasdaq corporate
governance requirements, including requirements that (1) a majority
8
of the board of directors consist of independent directors, (2) compensation of officers be
determined or recommended to the board of directors by a majority of its independent directors or
by a compensation committee that is composed entirely of independent directors and (3) director
nominees be selected or recommended by a majority of the independent directors or by a nominating
committee composed solely of independent directors. Because we have taken advantage of the
controlled company exemption to certain Nasdaq corporate governance requirements, our shareholders
do not have the same protections afforded to shareholders of companies that are subject to all of
the Nasdaq corporate governance requirements.
Future sales or anticipated future sales of our common stock in the public market, by us, by
MatlinPatterson or by others, could cause our stock price to decline. The sale by us of a
significant number of shares of our common stock, or the perception that such future sales could
occur, could materially and adversely affect the market price of our common stock. In addition,
the sale or anticipated future sale of a significant number of shares of our common stock in the
open market by MatlinPatterson or others, whether pursuant to a resale prospectus or pursuant to
Rule 144, promulgated under the Securities Act, may also have a material adverse effect on the
market price of our common stock. Any such decline in our stock price could impair our ability to
raise capital in the future through the sale of additional equity securities at a price we deem
appropriate.
The price of our common stock has been and is likely to continue to be highly volatile and
subject to wide fluctuations, and you may be unable to resell your shares at or above the price at
which you purchased them. The market price of our common stock has historically been highly
volatile. The market price of our common stock is likely to continue to be highly volatile in the
future and could be subject to wide fluctuations in response to company-specific and industry-wide
factors and events as well as general economic and market conditions. Due to this volatility, you
may be unable to resell your shares of our common stock at or above your purchase price.
Risks Related to Our Industry
Difficult market conditions could adversely affect our business in many ways. Our businesses
are materially affected by conditions in the financial markets and economic conditions generally,
both in the U.S and elsewhere around the world. Difficult market and economic conditions and
geopolitical uncertainties have in the past adversely affected and may in the future adversely
affect our business and profitability in many ways. In the event of a market downturn, our
businesses could be adversely affected in many ways, including those described below. Weakness in
equity markets and diminished trading volume of securities could adversely impact our sales and
trading business, from which we have historically generated a significant portion of our revenues.
Industry-wide declines in the size and number of underwritings and mergers and acquisitions also
would likely have an adverse effect on our revenues. In addition, reductions in the trading prices
for equity securities also tend to reduce the dollar value of investment banking transactions, such
as underwriting and mergers and acquisitions transactions, which in turn may reduce the fees we
earn from these transactions. Our revenues are likely to decline in such circumstances and, if we
were unable to reduce expenses at the same pace, our profit margin would erode. In addition, in the
event of extreme market events, such as the global credit crisis, we could incur substantial risk
of loss due to market volatility.
Financial services firms have been subject to increased scrutiny and enforcement activity over
the last several years, increasing the risk of financial liability and reputational harm resulting
from adverse regulatory actions. Firms in the financial services industry have been operating in a
difficult regulatory environment. The industry has experienced increased scrutiny and enforcement
activity from a variety of regulators, including the SEC, FINRA (formerly NASD), NASDAQ, the state
securities commission and state attorneys general. Penalties and fines sought by regulatory
authorities have increased substantially over the last several years. This regulatory and
enforcement environment has created uncertainty with respect to a number of transactions that had
historically been entered into by financial services firms and that were generally believed to be
permissible and appropriate. We may be adversely affected by changes in the interpretation or
enforcement of existing laws and rules by these governmental authorities and self-regulatory
organizations. We also may be adversely affected as a result of new or revised legislation or
regulations imposed by the SEC, other United States or foreign governmental regulatory authorities
or self-regulatory organizations that supervise the financial markets. Among other things, we
could be fined, prohibited from engaging in some of our business activities or subject to
limitations or conditions on our business activities. Substantial legal liability or significant
regulatory action against us could have material adverse financial effects or cause significant
reputational harm to us, which could seriously harm our business prospects.
9
In addition, financial services firms are subject to numerous conflicts of interests or
perceived conflicts. The SEC and other federal and state regulators have increased their scrutiny
of potential conflicts of interest. We have adopted various policies, controls and procedures to
address or limit actual or perceived conflicts and regularly seek to review and update our
policies, controls and procedures. However, appropriately dealing with conflicts of interest is
complex and difficult and our reputation could be damaged if we fail, or appear to fail, to deal
appropriately with conflicts of interest. Our policies and procedures to address or limit actual or
perceived conflicts may also result in increased costs, additional operational personnel and
increased regulatory risk. Failure to adhere to these policies and procedures may result in
regulatory sanctions or client litigation.
Extensive regulation of public companies in the U.S. could reduce our revenue and otherwise
adversely affect our business. Highly-publicized financial scandals in recent years have led to
investor concerns over the integrity of the U.S. financial markets, and have prompted Congress, the
SEC, the NYSE and NASDAQ to significantly expand corporate governance and public disclosure
requirements. To the extent that private companies, in order to avoid becoming subject to these
new requirements, decide to forgo initial public offerings, or list their securities instead on
non-U.S. securities exchanges, our equity underwriting business may be adversely affected. In
addition, provisions of the Sarbanes-Oxley Act of 2002 and the corporate governance rules imposed
by self-regulatory organizations have diverted many companies’ attention away from capital market
transactions, including securities offerings and acquisition and disposition transactions. In
particular, companies that are or are planning to be public are incurring significant expenses in
complying with the SEC and accounting standards relating to internal control over financial
reporting, and companies that disclose material weaknesses in such controls under the new standards
may have greater difficulty accessing the capital markets. These factors, in addition to adopted
or proposed accounting and disclosure changes, may have an adverse effect on our business.
Our business is subject to significant credit risk. In the normal course of our businesses,
we are involved in the execution, settlement and financing of various customer and principal
securities and commodities transactions. These activities are transacted on a cash, margin or
delivery-versus-payment basis and are subject to the risk of counterparty or customer
nonperformance. Although transactions are generally collateralized by the underlying security or
other securities, we still face the risks associated with changes in the market value of the
collateral through settlement date or during the time when margin is extended. We may also incur
credit risk in our derivative transactions to the extent such transactions result in
uncollateralized credit exposure to our counterparties. We seek to control the risk associated
with these transactions by establishing and monitoring credit limits and by monitoring collateral
and transaction levels daily. We may require counterparties to deposit additional collateral or
return collateral pledged. In the case of aged securities failed to receive, we may, under industry
regulations, purchase the underlying securities in the market and seek reimbursement for any losses
from the counterparty.
Our exposure to legal liability is significant, and damages that we may be required to pay and
the reputational harm that could result from legal action against us could materially adversely
affect our businesses. We face significant legal risks in our businesses and, in recent years, the
volume of claims and amount of damages sought in litigation and regulatory proceedings against
financial institutions have been increasing. These risks include potential liability under
securities or other laws for materially false or misleading statements made in connection with
securities offerings and other transactions, potential liability for “fairness opinions” and other
advice we provide to participants in strategic transactions and disputes over the terms and
conditions of trading arrangements. We are also subject to claims arising from disputes with
employees for alleged discrimination or harassment, among other things. These risks often may be
difficult to assess or quantify and their existence and magnitude often remain unknown for
substantial periods of time.
As a brokerage and investment banking firm, we depend to a large extent on our reputation for
integrity and high-caliber professional services to attract and retain clients. As a result, if a
client is not satisfied with our services, it may be more damaging in our business than in other
businesses. Moreover, our role as managing underwriter to our clients on important underwritings
or as advisor for mergers and acquisitions and other
10
transactions involves complex analysis and the exercise of professional judgment, including
rendering “fairness opinions” in connection with mergers and other transactions. Therefore, our
activities may subject us to the risk of significant legal liabilities to our clients and aggrieved
third parties, including shareholders of our clients who could bring securities class actions
against us. Our investment banking engagements typically include broad indemnities from our
clients and provisions to limit our exposure to legal claims relating to our services, but these
provisions may not protect us or may not be enforceable in all cases. As a result, we may incur
significant legal and other expenses in defending against litigation and may be required to pay
substantial damages for settlements and adverse judgments. Substantial legal liability or
significant regulatory action against us could have a material adverse effect on our results of
operations or cause significant reputational harm to us, which could seriously harm our business
and prospects.
We are subject to claims and litigations in the ordinary course of our business. For
information regarding certain pending claims see Part I — Item 3 — Legal Proceedings in our Annual
Report on Form 10-K for the year ended December 31, 2007, incorporated herein by reference.
Employee misconduct could harm us and is difficult to detect and deter. There have been a
number of highly publicized cases involving fraud or other misconduct by employees in the financial
services industry in recent years, and we run the risk that employee misconduct could occur at our
Company. For example, misconduct by employees could involve the improper use or disclosure of
confidential information, which could result in regulatory sanctions and serious reputational or
financial harm. It is not always possible to deter employee misconduct and the precautions we take
to detect and prevent this activity may not be effective in all cases, and we may suffer
significant reputational harm for any misconduct by our employees.
USE OF PROCEEDS
We will not receive any proceeds from the sale by the selling stockholders of the shares of
common stock offered by this prospectus. Except as described below under “Selling Stockholders,” we
will pay all expenses of the registration and sale of the shares of common stock, other than
selling commissions and fees, stock transfer taxes and fees and expenses, if any, of counsel or
other advisors to the selling stockholders. If the shares of common stock are sold through
underwriters or broker-dealers, the selling stockholders will be responsible for underwriting
discounts or commissions or agent’s commissions.
11
SELLING STOCKHOLDERS
On March 4, 2008 we entered into a stock purchase agreement with MatlinPatterson FA
Acquisition LLC, Mast Credit Opportunities I Master Fund Limited, which we call Mast, and certain
individual investors for the issuance and sale of 11,579,592 newly issued shares of our common
stock. This transaction was effected as a private placement, exempt from the registration
requirements of the Securities Act, in reliance upon Section 4(2) of the Securities Act as a
transaction by an issuer not involving a public offering. The shares in the private placement
transaction, which we refer to as the Private Placement, were offered and sold only to “accredited
investors,” as defined in Regulation D under the Securities
Act, who represented their intentions to
acquire the securities for investment only and not with a view to, or for sale in connection with,
any distribution thereof. Concurrently with the execution of the stock purchase agreement, we
entered into a registration rights agreement with Mast with respect to the 7,058,824 shares of
common stock that Mast purchased in the Private Placement.
This prospectus covers the offer and sale by Mast and certain transferees from Mast, each of
which we refer to individually as a selling securities holder and collectively as the selling
security holders, of up to the total number of shares of common stock purchased by Mast in the
Private Placement, in accordance with our obligations under the registration rights agreement. We
have agreed to keep the registration statement effective until the earlier of (i) the first date as
of which all of the shares of common stock are eligible to be sold without any restriction pursuant
to Rule 144 (or any successor rule thereto) under the Securities Act or (ii) the first date as of
which all of the shares of common stock offered hereby are sold. The selling stockholders may sell
all, some or none of the shares covered by this prospectus. See
“Plan of Distribution.”
Mast has not had any position, office or material relationship with us within the past three
years.
Because Mast may sell all, some or none of the shares of common stock beneficially owned by
it, we cannot estimate the number of shares of common stock that will be beneficially owned by Mast
after this offering. In the table below, the column showing the number of shares owned after the offering assumes that Mast
will sell all of the securities offered by this prospectus. In addition, Mast may have sold,
transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or
from time to time since the date on which it provided ownership information to us, all or a portion
of the shares of common stock beneficially owned by it in transactions exempt from the registration
requirements of the Securities Act. See “Plan of Distribution.”
Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC
under the Exchange Act.
The following table shows information, as of March 12, 2008, with respect to Mast and the
shares of our common stock beneficially owned by Mast that may be offered under this prospectus.
The information is based on information provided by or on behalf of Mast. Information concerning
Mast may change from time to time, and any changed information will be set forth in supplements to
this prospectus if and when required.
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Maximum |
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Number of |
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Number of |
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Shares of |
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Shares that |
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Common |
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may be |
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Shares Beneficially |
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Stock |
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Sold Pursuant |
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Owned After Offering |
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Owned Prior |
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to this |
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Number of |
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Percentage |
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to the Offering |
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Prospectus |
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Shares |
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of Class |
Mast Credit Opportunities 1 Master Fund Limited
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7,058,824 |
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7,058,824 |
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0 |
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0 |
% |
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PLAN OF DISTRIBUTION
The selling security holders, or their pledgees, donees, transferees, or any of their
successors in interest selling securities received as a gift, partnership distribution or other
non-sale-related transfer after the date of this prospectus, may sell the securities from time to
time on any stock exchange or automated interdealer quotation system on which the securities are
listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed
prices that may be changed, at market prices prevailing at the time of sale, at prices related to
prevailing market prices or at prices otherwise negotiated. The selling security holders may sell
the securities by one or more of the following methods, without limitation:
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block trades in which the broker or dealer so engaged will attempt to sell the
securities as agent but may position and resell a portion of the block as principal to
facilitate the transaction; |
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purchases by a broker or dealer as principal and resale by the broker or dealer for
its own account pursuant to this prospectus; |
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an exchange distribution in accordance with the rules of any stock exchange on which
the securities are listed; |
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ordinary brokerage transactions and transactions in which the broker solicits
purchases; |
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privately negotiated transactions; |
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• |
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short sales; |
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• |
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through the writing of options on the securities, whether or not the options are
listed on an options exchange; |
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• |
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through the distribution of the securities by any selling security holder to its
partners, members or stockholders; |
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one or more underwritten offerings on a firm commitment or best efforts basis; |
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• |
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any combination of any of these methods of sale; and |
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any other method permitted pursuant to applicable law. |
The selling security holders may also transfer the securities by gift. We do not
know of any arrangements by the selling security holders for the sale of any of the securities.
The selling security holders may engage brokers and dealers, and any brokers or
dealers may arrange for other brokers or dealers to participate in effecting sales of the
securities. These brokers, dealers or underwriters may act as principals, or as an agent of a
selling security holder. Broker-dealers may agree with a selling security holder to sell a
specified number of the securities at a stipulated price per security. If the broker-dealer is
unable to sell securities acting as agent for a selling security holder, it may purchase as
principal any unsold securities at the stipulated price. Broker-dealers who acquire securities as
principals may thereafter resell the securities from time to time in transactions in any stock
exchange or automated interdealer quotation system on which the securities
13
are then listed, at prices and on terms then prevailing at the time of sale, at prices related to
the then-current market price or in negotiated transactions. Broker-dealers may use block
transactions and sales to and through broker-dealers, including transactions of the nature
described above. The selling security holders may also sell the securities in accordance with
Rule 144 under the Securities Act, rather than pursuant to this prospectus, regardless of whether
the securities are covered by this prospectus.
From time to time, one or more of the selling security holders may pledge, hypothecate or
grant a security interest in some or all of the securities owned by them. The pledgees, secured
parties or persons to whom the securities have been hypothecated will, upon foreclosure in the
event of default, be deemed to be selling security holders. The number of a selling security
holder’s securities offered under this prospectus will decrease as and when it takes such actions.
The plan of distribution for that selling security holder’s securities will otherwise remain
unchanged. In addition, a selling security holder may, from time to time, sell the securities
short, and, in those instances, this prospectus may be delivered in connection with the short
sales, and the securities offered under this prospectus may be used to cover short sales.
To the extent required under the Securities Act of 1933, the aggregate amount of selling
security holders’ securities being offered and the terms of the offering, the names of any agents,
brokers, dealers or underwriters and any applicable commission with respect to a particular offer
will be set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or
agents participating in the distribution of the securities may receive compensation in the form of
underwriting discounts, concessions, commissions or fees from a selling security holder and/or
purchasers of selling security holders’ securities, for whom they may act (which
compensation as to a particular broker-dealer might be in excess of customary commissions).
The selling security holders and any underwriters, broker-dealers or agents that participate
in the distribution of the securities may be deemed to be “underwriters” within the meaning of the
Securities Act of 1933, and any discounts, concessions, commissions or fees received by them and
any profit on the resale of the securities sold by them may be deemed to be underwriting discounts
and commissions.
A selling security holder may enter into hedging transactions with broker-dealers and the
broker-dealers may engage in short sales of the securities in the course of hedging the positions
they assume with that selling security holder, including, without limitation, in connection with
distributions of the securities by those broker-dealers. A selling security holder may enter into
option or other transactions with broker-dealers that involve the delivery of the securities
offered hereby to the broker-dealers, who may then resell or otherwise transfer those securities. A
selling security holder may also loan or pledge the securities offered hereby to a broker-dealer
and the broker-dealer may sell the securities offered hereby so loaned or upon a default may sell
or otherwise transfer the pledged securities offered hereby.
The selling security holders and other persons participating in the sale or distribution of
the securities will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M. This regulation may limit the timing of purchases
and sales of any of the securities by the selling security holders and any other person. The
anti-manipulation rules under the Exchange Act may apply to sales of securities in the market and
to the activities of the selling security holders and their affiliates. Furthermore, Regulation M
may restrict the ability of any person engaged in the distribution of the securities to engage in
market-making activities with respect to the particular securities being distributed for a period
of up to five business days before the distribution. These restrictions may affect the
marketability of the securities and the ability of any person or entity to engage in market-making
activities with respect to the securities.
We have agreed to indemnify in certain circumstances the selling security holders of the
securities covered by the registration statement, against certain liabilities, including
liabilities under the Securities Act of 1933. The selling security holders have agreed to indemnify
us in certain circumstances against certain liabilities, including liabilities under the Securities
Act.
14
The securities offered hereby were originally issued to Mast pursuant to an exemption from the
registration requirements of the Securities Act of 1933. We have agreed to pay all expenses in
connection with this offering, not including underwriting discounts, concessions, commissions or
fees of the selling security holders or any fees and expenses of counsel or other advisors to the
selling security holders, provided that we have agreed to reimburse Mast for the reasonable fees
and expenses of its counsel, not to exceed $5,000 in the aggregate, incurred in connection with the
review of registration statements filed pursuant to the registration rights agreement. The
registration rights agreement permits us to suspend the use of this prospectus in connection with
sales of our common stock offered under this prospectus by holders during periods of time under
certain circumstances relating to pending corporate developments and public filings with the SEC
and similar events.
We will not receive any proceeds from sales of any securities by the selling security holders.
We cannot assure you that the selling security holders will sell all or any portion of the
securities offered hereby.
Two
of our subsidiaries, Broadpoint Capital, Inc. and Broadpoint
Securities, Inc., are members of the Financial Industry Regulatory
Authority (“FINRA”). As the parent company of two FINRA
members, offerings off this Shelf Registration Statement must be made
in compliance with the applicable provisions of FINRA Conduct Rule
2720. Members that participate in the distribution of securities off
this Shelf Registration Statement are not permitted to sell shares to
accounts over which they exercise discretionary authority without the
prior specific written approval of the customer. In accordance with
FINRA guidelines, the maximum compensation to be received by any
FINRA member or independent broker-dealer that participates in the
distribution of securities off this Shelf Registration Statement will
not exceed 8% of the offering amount.
15
LEGAL MATTERS
The validity of the shares of common stock offered under this prospectus will be passed upon
for us by Dewey & LeBoeuf LLP, New York, New York.
EXPERTS
The financial statements and management’s assessment of the effectiveness of internal control
over financial reporting (which is included in Management’s Report on Internal Control over
Financial Reporting) incorporated in this Prospectus by reference to our Annual Report on Form 10-K
for the year ended December 31, 2007 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We are filing this prospectus as part of a registration statement on Form S-3 with the SEC
under the Securities Act. This prospectus does not contain all of the information contained in the
registration statement, certain portions of which have been omitted under the rules of the SEC. We
also file annual, quarterly and special reports, proxy statements and other information with the
SEC under the Exchange Act. The Exchange Act file number for our SEC filings is 000-14140. You may
read and copy the registration statement and any other document we file at the SEC’s public
reference room located at:
100 F Street, N.E.
Washington, D.C. 20549
You may obtain information on the SEC’s public reference room in Washington, D.C. by calling
the SEC at 1-800-SEC-0330. We file information electronically with the SEC, and these filings are
available from the SEC’s Internet site at http://www.sec.gov. This site contains reports, proxy
and information statements and other information regarding issuers that file electronically. Our
shares of common stock are listed on The Nasdaq Global Market under the symbol “BPSG.” You may read
and copy our SEC filings and other information at the offices of Nasdaq Operations, 1735 K Street,
N.W., Washington, D.C. 20006. Information about us, including our SEC filings, is also available on
our website at http://www.broadpointsecurities.com; however, that information is not a part of this prospectus or
any accompanying prospectus supplement.
16
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with them, which means
that we can disclose important information to you by referring to those documents. The information
incorporated by reference is considered to be part of this prospectus
and any accompanying prospectus
supplement, and the information that we file at a later date with the SEC will automatically update
and supersede this information. We incorporate by reference the documents listed below as well as
any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act (other than any information that is not deemed filed under the Exchange Act) prior to
the termination of this offering:
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Our Annual Report on Form 10-K for the year ended December 31, 2007,
filed on March 28, 2008 (File no. 000-14140). |
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Our Amendment No. 1 on Form 10-K/A to our Annual Report on
Form 10-K for the year ended December 31, 2007, filed on April 11,
2008 (File no. 000-14140). |
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Our Current Reports on Form 8-K filed on January 17, 2008, January 30,
2008, February 22, 2008, March 3, 2008, March 6, 2008, March 14,
2008, April 16, 2008 and April 25, 2008 (File no. 000-14140). |
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The description of the Company’s common stock contained in the
Company’s registration statement on Form 8-A, filed with the SEC on
January 14, 1986, including any amendments or reports filed for the
purpose of updating such description (File no. 000-14140). |
We will provide a copy of the documents we incorporate by reference upon request, at no cost,
to any person who receives this prospectus. You may request a copy of these filings, by writing or
telephoning us at the following:
Broadpoint Securities Group, Inc.
One Penn Plaza
New York, New York 10119
Attention: Robert I. Turner
(212) 273-7100
You should rely only on the information incorporated by reference or provided in this
prospectus or any prospectus supplement. We have not authorized anyone else to provide you with
different information. Neither we nor the selling stockholders are making an offer of these
securities in any state where the offer is not permitted. You should not assume that the
information in this prospectus, any prospectus supplement or document incorporated by reference is
accurate as of any date other than the date on the front of the relevant document.
17