As
filed with the Securities and Exchange Commission on July 29, 2009
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BROADPOINT GLEACHER SECURITIES GROUP, INC.
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| New York
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22-2655804 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
12 East 49th Street, 31st Floor
New York, New York 10017
(212) 273-7100
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive office)
Lee Fensterstock
Chief Executive Officer
Broadpoint Gleacher Securities Group, Inc.
12 East 49th Street, 31st Floor
New York, New York 10017
(212) 273-7100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all correspondence to:
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Patricia Arciero-Craig
General Counsel
Broadpoint Gleacher Securities Group, Inc.
12 East 49th Street, 31st Floor
New York, New York 10017
(212) 273-7100
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Donald J. Murray, Esq.
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000 |
Approximate date of commencement of proposed sale to public: As soon as practicable after the
effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box: o
If any of the securities being registered on this form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following box: o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. þ 333-159254
If this form is a post effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ¨
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box. ¨
If this form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Amount to be |
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Offering Price |
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Aggregate |
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Amount Of |
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Title of Each Class Of Securities To Be Registered |
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Registered(1)(2) |
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Per Unit(3) |
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Offering Price(1)(3) |
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Registration Fee |
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Common Stock, par value $0.01 per share |
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4,025,000 |
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6.25 |
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25,156,250 |
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1,403.72 |
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Includes shares of common stock issuable upon exercise of an
over-allotment option
granted to the underwriters. |
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The 4,025,000 shares of common stock being registered under this Registration Statement are
in addition to the 23,000,000 shares of common stock registered
pursuant to Amendment No. 2 to the
Registration Statement on Form S-3 (File No. 333-159254) and consists
of 2,000,000 additional shares offered by the registrant and
2,025,000 additional shares offered by the
selling shareholders. |
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Based on the public offering price of $6.25 per share. |
This registration statement shall become effective upon filing with the U.S. Securities and
Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE
We are filing this Registration Statement on
Form S-3 with the U.S. Securities and Exchange
Commission (the “Commission”) pursuant to Rule 462(b) and General Instruction IV of
Form S-3, both as promulgated
under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement on Form S-3 relates to
the public offering of securities contemplated by the Registration Statement on Form S-3 (File
No. 333-159254), which was originally filed by us with the Commission on May 15, 2009.
This Registration Statement on Form S-3 is being filed for the sole
purpose of registering an additional 4,025,000 shares of our common stock,
par value $0.01 per share, including shares of common stock subject to
the underwriters’ over-allotment option to purchase additional shares of common stock.
The Commission declared the Registration Statement on Form S-3 (File
No. 333-159254) effective on
July 28, 2009. The contents of such registration statement, including all amendments and exhibits thereto and
all information incorporated by reference therein,
are incorporated by reference into this
registration statement pursuant to Rule 462(b) under the Securities Act.
The required opinions and consents are listed in the Exhibit Index attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
A list of exhibits filed herewith is contained in the exhibit index that immediately precedes such
exhibits and is incorporated herein by reference.