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 Issuer as Specified in its Charter)
Canada 98-0080034
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P.O. Box 2015, Suite 1110
20 Eglinton Avenue West
Toronto, Ontario, Canada M4R 1K8
(Address, including zip code, of registrant’s principal executive office)
OPPENHEIMER HOLDINGS INC.
1996 EQUITY INCENTIVE PLAN
(Full title of the plan)
Elaine K. Roberts
Oppenheimer Holdings Inc.
P.O. Box 2015, Suite 1110
20 Eglinton Avenue West
Toronto, Ontario, Canada M4R 1K8
Telephone (416) 322-1515
(Name, address and telephone number, including area code, of agent for service)
Calculation of Registration Fee
Proposed
Proposed
maximum
maximum
Amount of
Title of Securities
Amount to
offering price
aggregate
registration
to be Registered (1)
be registered
per share (1)
offering price
fee (1)
Class A non-voting
400,000
$18.60
$7,440,000
$875.69
shares
(1)
Estimated solely for the purpose of computing the registration fee pursuant to Rules 457(c) and (h) of the Securities Act of 1933 on the basis of the average of the high and low prices of the Class A non-voting shares on October 28, 2005 on The New York Stock Exchange.
EXPLANATORY NOTE
This Registration Statement relates to additional shares of Class A non-voting shares (the “Class A Shares”) of Oppenheimer Holdings Inc., a corporation incorporated under the laws of Canada (the “Company”), to be issued upon exercise of employee stock options granted pursuant to the Company’s 1996 Equity Incentive Plan, Amended and Restated as at May 17, 1999, as amended (the “Plan”). The contents of Registration Statement on Form S-8 (Registration No. 333-22485), Registration Statement on Form S-8 (Registration No. 333-53643), Registration Statement on Form S-8 (Registration No. 333-37158), Registration Statement on Form S-8 (Registration No. 333-101897) and Registration Statement on Form S-8 (Registration No. 333-117720) which also relates to Class A Shares of the Company that have been or may be issued under the Plan), are incorporated herein by reference.
On May 9, 2005, the Class A and Class B shareholders voted to approve increasing the number of Class A Shares of the Company which may be issued pursuant to options to purchase Class A Shares granted under the Plan by 400,000 shares.
Item 8. Exhibits
All exhibits are filed herewith unless otherwise indicated. For a list of the exhibits required by this item, see the Exhibit Index immediately following the signature pages.
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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 28th day of October, 2005.
OPPENHEIMER HOLDINGS INC.
(Registrant)
By: /s/ E. K. Roberts
E. K. Roberts,
President, Treasurer,
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Elaine K. Roberts, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments or supplements 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 might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their 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.
Signature
Title
Date
/s/ A. G. Lowenthal
Chairman of the Board,
October 28, 2005
A. G. Lowenthal
Chief Executive Officer,
Director
/s/ E. K. Roberts
President, Treasurer,
October 28, 2005
E. K. Roberts
Chief Financial Officer,
Director
/s/A. W. Oughtred
Secretary, Director
October 28, 2005
A. W. Oughtred
/s/J. L. Bitove
Director
October 28, 2005
J.L. Bitove
/s/R. Crystal
Director
October 28, 2005
R. Crystal
/s/K. W. McArthur
Director
October 28, 2005
K. W. McArthur
____________
Director
October 28, 2005
B. Winberg
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INDEX TO EXHIBITS
Exhibits designated by an asterisk have been heretofore filed by the Company pursuant to Section 13 or 15(d) of the Exchange Act and are hereby incorporated herein by reference to the pertinent prior filing.
Sequentially
Exhibit No.
Description of Exhibit
Numbered Page
4(a)
Articles of Incorporation of
*
Oppenheimer Holdings Inc.
(previously filedas an exhibit
to Form 10-Q for the quarterly
period ended June 30, 2005).
4(b)
By-Laws (previously filed as an
*
exhibit to Form 10-Q for the
quarterly period ended June 30
2005).
5
Opinion of Borden Ladner Gervais LLP
regarding the legality of any
original issuance of common
stock being registered.
10(c)
Oppenheimer Holdings Inc. (formerly called
*
Fahnestock Viner Holdings Inc.)
1996 Equity Incentive Plan, Amended
and Restated as at May 17, 1999 together
with Amendment No. 5 dated March 10, 2005
(previously filed as an exhibit to Form 10-Q for
the quarterly period ended June 30, 2005).
23(a)
Consent of PricewaterhouseCoopers LLP
23(b)
Consent of Borden Ladner Gervais LLP
(included in Exhibit 5)
24
Power of Attorney (included
on the signature pages of
the registration statement)
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