As filed with the Securities and Exchange Commission on June 22, 2000
Registration No. 333______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
TUCKER ANTHONY SUTRO
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(Exact name of registrant as specified in its charter)
Delaware 04-3335712
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
One Beacon Street
Boston, MA 02108
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(Address of Principal Executive Offices)
(617) 725-2000
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(Registrant's telephone number, including area code)
Amended 1998 Employee Stock Purchase Plan
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(Full title of the plan)
John H. Goldsmith
Chief Executive Officer
Tucker Anthony Sutro
One Beacon Street
Boston, Massachusetts 02108
(617) 725-2000
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(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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With a copy to:
Kevin McKay, Esq. R. Scott Kilgore, Esq.
General Counsel Wilmer, Cutler & Pickering
Tucker Anthony Sutro 2445 M Street, N.W.
One World Financial Center Washington, D.C. 20037
New York, New York 10281
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Proposed Proposed
Name of Plan Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee (1)
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Amended 1998 Employee Common Stock,
Stock Purchase Plan (the "ESPP") $0.01 par value 1,250,000 $16.94 $20,925,000 $5,525
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(1) In accordance with Rule 457(h) and Rule 457(c) the aggregate offering
price and the amount of the registration fee are computed on the basis
of 1,250,000 shares not yet subject to purchase under the ESPP using
$16.94, the average of the high and low prices reported in the New York
Stock Exchange on June 15, 2000.
</TABLE>
<PAGE>
Except as set forth below, the entire contents of the Form S-8 filed by
Tucker Sutro Anthony (the "Company") on December 18, 1998, as amended on
December 23, 1998, Registration Statement No. 333-69273, is hereby incorporated
by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel
The legal validity of the shares of Common Stock of the Company offered
by the Registrant pursuant to this Registration Statement is being passed upon
by Wilmer, Cutler & Pickering.
Item 8. Exhibits
The Exhibit Index attached to this Registration Statement is
incorporated herein by reference.
[The remainder of this page is intentionally left blank.]
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 New York, New York on the 22nd day of June, 2000.
TUCKER ANTHONY SUTRO
/s/ John H. Goldsmith
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Name: John H. Goldsmith
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
under the heading "Signature" constitutes and appoints John H. Goldsmith and
Kenneth S. Klipper as his or her true and lawful attorney-in-fact each acting
alone, 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 file this
Registration Statement, to sign any or all amendments (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 full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact, or his or her substitute, acting
alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Chairman, Director June 22, 2000
/s/ John H. Goldsmith and Chief Executive Officer
John H. Goldsmith (Principal Executive Officer)
Executive Vice President June 22, 2000
/s/ Kenneth S. Klipper Chief Financial Officer
Kenneth S. Klipper (Principal Financial and
Accounting Officer)
/s/ C. Hunter Boll Director June 22, 2000
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C. Hunter Boll
/s/ Winston J. Churchill Director June 22, 2000
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Winston J. Churchill
<PAGE>
/s/ Thomas M. Hagerty Director June 22, 2000
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Thomas M. Hagerty
/s/ David V. Harkins Director June 22, 2000
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David V. Harkins
/s/ Hugh R. Harris Director June 22, 2000
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Hugh R. Harris
/s/ Seth W. Lawry Director June 22, 2000
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Seth W. Lawry
/s/ John F. Luikart Director June 22, 2000
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John F. Luikart
/s/ David P. Prokupek Director June 22, 2000
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David P. Prokupek
/s/ Mark T. Whaley Director June 22, 2000
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Mark T. Whaley
/s/ Robert H. Yevich Director June 22, 2000
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Robert H. Yevich
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1* 1998 Employee Stock Purchase Plan
4.2** Amendment to the 1998 Employee Stock Purchase Plan
5 Opinion of Wilmer, Cutler & Pickering as to the legality of the
securities being registered
23.1 Consent of Ernst & Young, LLP
23.2 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5)
24 Power of attorney (included on signature pages of this
Registration Statement)
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* Incorporated by reference to Post-Effective Amendment No. 1 to Form S-8 of
the Company, Registration Number 333-69273, filed with the Securities and
Exchange Commission on December 23, 1998.
** Incorporated by reference to Schedule Def 14A of the Company filed with the
Securities and Exchange Commission on April 20, 2000.
