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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WADDELL & REED FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0261715
(State of incorporation or organization) (I.R.S. Employer Identification No.)
6300 Lamar Avenue
Overland Park, Kansas 66202
(Address of principal executive officers) (Zip Code)
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If this form relates to the registration of If this form relates to the registration of a
a class of securities pursuant to Section class of securities pursuant to Section 12(g) of
12(b) of the Exchange Act and is effective the Exchange Act and is effective pursuant to
pursuant to General Instruction A.(c), General Instruction A.(c), please check the
please check the following box. [X] following box. [ ]
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Securities Act registration statement file number to which this form
relates: ______________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
Class B Common Stock, $.01 par value per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(title of class)
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Item 1. Description of Securities to be Registered.
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(a) Class B Common Stock, $.01 par value (the "Class B Common Stock").
(1) (i) Dividend rights: Whenever dividends upon any series of preferred
stock are at the time outstanding and the extent of the
preference to which such stock is entitled has been paid in full
or declared and set apart for payment for all past dividend
periods, and after the provisions for any sinking or purchase
fund or funds for any series of preferred stock has been complied
with, the Registrant's Board of Directors may declare and pay
dividends on the Class B Common Stock, payable in cash, stock or
otherwise, and the holders of any series of preferred stock shall
not be entitled to share therein, subject to the provisions of
the resolution or resolutions creating any series of preferred
stock. Holders of Class B Common Stock will receive an equal
amount per share in any cash dividend declared by the
Registrant's Board of Directors to that received by holders of
the Registrant's Class A Common Stock, $.01 par value (the "Class
A Common Stock"), subject to any preferential rights of any
outstanding series of preferred stock of the Registrant.
Dividends consisting of shares of Class A Common Stock and Class
B Common Stock may be paid only as follows: (i) shares of Class A
Common Stock may be paid only to holders of Class A Common Stock
and shares of Class B Common Stock may be paid only to holders of
Class B Common Stock and (ii) shares will be paid proportionately
with respect to each outstanding share of Class A Common Stock
and Class B Common Stock. Neither the Class A Common Stock nor
the Class B Common Stock may be reclassified, subdivided or
combined unless such reclassification, subdivision or combination
occurs simultaneously and in the same proportion for each class.
The declaration and payment of dividends by the Registrant are
subject to the discretion of the Registrant's Board of Directors.
(ii) Terms of conversion: Not applicable.
(iii) Sinking fund provisions: Not applicable.
(iv) Redemption provisions: Not applicable.
(v) Voting rights: Holders of each outstanding share of Class B
Common Stock are entitled to five votes in person or by proxy for
each share on all matters upon which stockholders of the
Registrant are entitled to vote. Holders of Class B Common Stock
are not eligible to vote on any alteration or change in the
powers, preferences, or special rights of the Class A Common
Stock that would not adversely affect the rights of the Class B
Common Stock. Holders of Class B Common Stock are not entitled to
cumulate their votes in the election of directors. Generally, all
matters to be voted on by stockholders must be approved by a
majority (or, in the case of election of directors, by a
plurality) of the votes entitled to be cast by all shares of
Class A Common Stock and Class B Common Stock present in person
or represented by proxy, voting together as a single class,
subject to any voting rights granted to holders of any preferred
stock.
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Except as otherwise required by law, and subject to any voting
rights granted to any holders of any outstanding preferred stock,
amendments to the Registrant's Certificate of Incorporation
generally must be approved by a majority of the combined voting
power of all Class A Common Stock and Class B Common Stock voting
together as a single class. Amendments to the Registrant's
Certificate of Incorporation that would alter or change the
powers, preferences or special rights of the Class A Com mon
Stock or the Class B Common Stock so as to affect them adversely
also must be approved by a majority of the votes entitled to be
cast by the holders of the shares affected by the amendment,
voting as a separate class. Notwithstanding the foregoing, any
amendment to the Registrant's Certificate of Incorporation to
increase the authorized shares of any class or classes of stock
will be deemed not to adversely affect the powers, preferences or
special rights of the Class A Common Stock or Class B Common
Stock.
(vi) Classification of Board of Directors: The Registrant's Board of
Directors is divided into three classes with the initial term of
the first class expiring at the annual meeting of stockholders to
be held in 1999, the second class expiring at the annual meeting
of stockholders to be held in 2000 and the third class expiring
at the annual meeting of stockholders to be held in 2001. Each
director is to hold office until his or her successor is duly
elected and qualified. Commencing with the 1999 annual meeting of
stockholders, directors elected to succeed directors whose terms
then expire will be elected for a term of office to expire at the
third succeeding annual meeting of stockholders after their
election, with each director to hold office until such person's
successor is duly elected and qualified.
(vii) Liquidation rights: In the event of any liquidation, dissolution
or winding up of the Registrant or upon the distribution of the
assets of the Registrant remaining, after the payment to the
holders of any series of preferred stock of the Registrant of the
full preferential amounts to which they shall be entitled as
provided in the resolution or resolutions creating any series
thereof, the remaining assets of the Registrant shall be divided
and distributed among the holders of the Class B Common Stock and
the Class A Common Stock ratably, except as may otherwise be
provided in such resolution or resolutions. Neither the merger or
consolidation of the Registrant with another corporation nor the
sale or lease of all or substantially all the assets of the
Registrant shall be deemed to be a liquidation, dissolution or
winding up of the Registrant or a distribution of its assets.
(viii)Preemptive rights: Not applicable.
(ix) Liability to further calls or to assessment by the Registrant and
for liabilities of the Registrant imposed on its stockholders
under State statutes: Not applicable.
(x) Restrictions on alienability of securities: Not applicable.
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(xi) Provisions discriminating against existing or prospective holders
of securities as a result of such holder owning a substantial
amount of securities: Not applicable.
(2) Rights of holders that may be modified other than by a vote of a
majority or more of the shares outstanding, voting as a class:
Amendments to the Registrant's Certificate of Incorporation that would
alter or change the powers, preferences or special rights of the Class
A Common Stock or the Class B Common Stock so as to affect them
adversely also must be approved by a majority of the votes entitled to
be cast by the holders of the shares affected by the amendment, voting
as a separate class. Notwithstanding the foregoing, any amendment to
the Registrant's Certificate of Incorporation to increase the
authorized shares of any class or classes of stock will be deemed not
to adversely affect the powers, preferences or special rights of the
Class A Common Stock or Class B Common Stock, and may be approved by a
majority of the votes entitled to be cast by all shares of Class A
Common Stock and Class B Common Stock present in person or represented
by proxy, voting together as a single class, subject to any voting
rights granted to holders of any preferred stock.
(3) Registration of preferred stock: Not applicable.
(4) Limitations on rights: Not applicable.
(5) Anti-Takeover Provisions: Certain of the provisions of the Certificate
of Incorporation of the Registrant and Bylaws may have the effect of
making more difficult or discouraging a tender offer, proxy contest, or
other takeover attempt that is opposed by the Registrant's Board of
Directors. Those provisions include (i) the classification of the
Company's Board of Directors; (ii) restrictions on the rights of
stockholders to remove or elect directors; (iii) prohibitions against
stockholders calling a special meeting of stockholders or action by
unanimous written consent in lieu of a meeting and (iv) the authority
of the Board of Directors, without action by the Registrant's
stockholders, to fix certain terms and issue shares of preferred stock,
$1.00 par value, which could have powers, rights, or preferences
superior to that of the Class A Common Stock and the Class B Common
Stock. In addition, the Registrant's Certificate of Incorporation
contains provisions relating to the allocation of certain corporate
opportunities and resolution of certain potential conflicts of
interest.
Item 2. Exhibits.
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Except as otherwise indicated, each of the following exhibits is
incorporated by reference to the Registrant's Registration Statement on Form
S-1 (Securities and Exchange Commission File No. 333-43687) and the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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3.1 -- Certificate of Incorporation of the Company (filed as Exhibit 3.1 to
the Company's Registration Statement No. 333-43687 and incorporated
herein by reference).
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3.2 -- Bylaws of the Company (filed as Exhibit 3.2 to the Company's
Registration Statement No. 333-43687 and incorporated herein by
reference).
4.1* -- Form of Class B Stock Certificate.
10.1 -- Public Offering and Separation Agreement, dated as of March 3, 1998,
between Torchmark Corporation and Waddell & Reed Financial, Inc.
(filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998 and incorporated herein by
reference).
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* Filed herewith
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
Date: October 1, 1998
WADDELL & REED FINANCIAL, INC.
(Registrant)
By: /s/ Keith A. Tucker
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Keith A. Tucker
Chairman of the Board and Chief Executive
Officer
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Exhibit 4.1
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[Front of Stock Certificate]
WDR
CLASS B COMMON STOCK
PAR VALUE $.01 PER SHARE
THIS CERTIFIES THAT
IS THE OWNER OF
THIS CERTIFICATE IS TRANSFERABLE
IN CHICAGO OR IN THE CITY OF NEW YORK
CUSIP 930059 20 9
INCORPORATED UNDER
THE LAWS OF THE
STATE OF DELAWARE
SEE REVERSE
FOR CERTAIN
DEFINITIONS
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Waddell & Reed Financial, Inc. transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to the provisions of the certificate
of incorporation and by-laws of the Corporation, as amended, to all of which the
holder, by acceptance hereof, assents.
This Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.
In Witness Whereof, the Corporation has caused this certificate to be signed
by its duly authorized officers and a facsimile seal of the Corporation to be
hereunto affixed.
Dated
TREASURER
CHAIRMAN OF THE BOARD
COUNTERSIGNED AND REGISTERED:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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[Back of Stock Certificate]
WADDELL & REED FINANCIAL, INC.
The Corporation will furnish without charge to any shareholder, upon request, a
full statement of the designations, preferences, limitations, and relative
rights of the shares of each class or series of stock authorized to be issued by
the Corporation. Such request may be made to the secretary of the Corporation at
its principal office or to the Transfer Agent named on the face of this
certificate.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
For value received, ____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
______________ shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
_________________________
Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated _______________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED: _______________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
