<PAGE>
As filed with the Securities and Exchange Commission on August 25, 2000.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
WADDELL & REED FINANCIAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 51-0261715
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6300 Lamar Avenue
OVERLAND PARK, KANSAS
66202
(913) 236-2000
(Address of Principal Executive Offices, including Zip Code)
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1998 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED
(Full Title of the Plan)
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DANIEL C. SCHULTE COPY TO:
SECRETARY GLEN J. HETTINGER
WADDELL & REED FINANCIAL, INC. HUGHES & LUCE, L.L.P.
6300 LAMAR AVENUE 1717 MAIN STREET, SUITE 2800
OVERLAND PARK, KANSAS 66202 DALLAS, TEXAS 75201
(913) 236-2000 (214) 939-5500
(Name, Address, and Telephone Number,
including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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TITLE OF PROPOSED PROPOSED
EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value 10,500,000 $35.6250 $374,062,500 $98,753.00
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(1) This registration statement also covers an indeterminate additional
amount of shares of the Registrant's Class A Common Stock to be offered
or sold pursuant to the antidilution provisions of the 1998 Stock
Incentive Plan, as Amended and Restated.
(2) Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low price paid per share of
the Class A Common Stock, as reported on the New York Stock Exchange on
August 23, 2000, in accordance with Rules 457(c) and (h)(1) promulgated
under the Securities Act of 1933, as amended.
<PAGE>
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, this Registration
Statement is filed for the purpose of registering an additional 10,500,000
shares of the Registrant's Class A Common Stock, $.01 par value, under the
Registrant's 1998 Stock Incentive Plan, as Amended and Restated. The contents of
the Registration Statement on Form S-8, originally filed on October 16, 1998
(Registration No. 333-65827), as amended, are incorporated by reference into
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS (includes only those exhibits required by General Instruction E
to Form S-8)
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<CAPTION>
Exhibit Number Description of Exhibit
<S> <C>
*5 Opinion of Hughes & Luce, L.L.P.
23.1 Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5).
*23.2 Consent of KPMG LLP
24 Power of Attorney is found on page II-2 hereof.
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</TABLE>
*Filed herewith
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 Overland Park, State of Kansas, on August 25,
2000.
WADDELL & REED FINANCIAL, INC.
By: /s/ KEITH A. TUCKER
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Keith A. Tucker,
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Waddell & Reed Financial,
Inc., hereby severally constitute and appoint John E. Sundeen, Jr. and Daniel C.
Schulte, and each of them, our true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for each of us in our name,
place and stead, in any and all capacities, to sign Waddell & Reed Financial,
Inc.'s Registration Statement on Form S-8, and any other Registration Statement
relating to the same offering, and any and all amendments thereto (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grant to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as each
of us might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his 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.
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<CAPTION>
<S> <C> <C>
/s/ KEITH A. TUCKER Chairman of the Board, Chief August 25, 2000
------------------------------------ Executive Officer and Director
Keith A. Tucker
/s/ HENRY J. HERRMANN President, Chief Investment Officer August 25, 2000
------------------------------------ and Director
Henry J. Herrmann
/s/ ROBERT L. HECHLER Chief Operating Officer, Executive August 25, 2000
------------------------------------ Vice President and Director
Robert L. Hechler
/s/ JOHN E. SUNDEEN, JR. Senior Vice President, Chief August 25, 2000
------------------------------------ Financial Officer and Treasurer
John E. Sundeen, Jr. (Principal Financial Officer)
/s/ D. TYLER TOWERY Vice President and Controller August 25, 2000
------------------------------------ (Principal Accounting Officer)
D. Tyler Towery
/s/ JERRY W. WALTON Director August 25, 2000
------------------------------------
Jerry W. Walton
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ JOSEPH L. LANIER, JR. Director August 25, 2000
------------------------------------
Joseph L. Lanier, Jr.
/s/ WILLIAM L. ROGERS Director August 25, 2000
------------------------------------
William L. Rogers
/s/ JAMES M. RAINES Director August 25, 2000
------------------------------------
James M. Raines
/s/ GEORGE J. RECORDS Director August 25, 2000
------------------------------------
George J. Records
/s/ DAVID L. BOREN Director August 25, 2000
------------------------------------
David L. Boren
/s/ JOSEPH M. FARLEY Director August 25, 2000
------------------------------------
Joseph M. Farley
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
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<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
*5 Opinion of Hughes & Luce, L.L.P.
23.1 Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5).
*23.2 Consent of KPMG LLP
24 Power of Attorney is found on page II-2 hereof.
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</TABLE>
*Filed herewith
