AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1998
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
FEDERATED INVESTORS, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1111467
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
(Address of principal (Zip Code)
executive offices)
FEDERATED INVESTORS, INC.
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
JOHN W. MCGONIGLE
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
(Name and address of agent for service)
(412) 288-1900
(Telephone number, including area code, of agent for service)
With Copies To:
RICHARD E. WOOD
KIRKPATRICK & LOCKHART LLP
1500 OLIVER BUILDING
PITTSBURGH, PENNSYLVANIA 15222-2312
(412) 355-6500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED PROPOSED AMOUNT OF
SECURITIES AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE(1) OFFERING PRICE
<S> <C> <C> <C> <C>
Class B Common Stock, 9,267,000 shares $14.47 $134,093,490 $39,558
no par value per share
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the average of
the high and low prices for Federated Investors, Inc.'s Class B Common Stock as
reported on the New York Stock Exchange Composite Tape on August 27, 1998.
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Federated Investors, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference into this Registration Statement: (i) the
prospectus (the "Prospectus") filed with the Commission as part of the
Registration Statement on Form S-1 (File No. 333-48405), filed on March 20,
1998, as amended by Amendment No. 1, filed on April 17, 1998, Amendment No.
2, filed on April 24, 1998, and Amendment No. 3, filed on April 24, 1998,
(ii) the Registrant's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998, and (iii) the description of the
Registrant's Common Stock contained in the Registrant's Registration
Statement on Form 8-A under the Exchange Act, filed on May 11, 1998,
including all amendments and reports updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered by this Registration Statement have been sold or
which deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement. Each
document incorporated by reference into this Registration Statement shall be
deemed to be a part of this Registration Statement from the date of filing
of such document with the Commission until the information contained therein
is superseded or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement or by any
document which constitutes part of the prospectus relating to the Federated
Investors, Inc. 1998 Stock Incentive Plan (the "Plan") meeting the
requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law (the
"PBCL") provide that a business corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or proceeding whether
civil, criminal, administrative or investigative, by reason of the fact that
such person is or was a director, officer, employee or agent of another
domestic or foreign corporation for profit or not-for-profit, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such proceeding,
if such person acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal proceeding, has no reasonable cause to believe his
conduct was unlawful. In the case of an action by or in the right of the
corporation, such indemnification is limited to expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person has been adjudged to be liable to the corporation unless,
and only to the extent that, a court determines upon application that,
despite the adjudication of liability but in view of all the circumstances,
such person is fairly and reasonably entitled to indemnity for the expenses
that the court deems proper.
II-1
<PAGE>
PBCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the director, officer, employee or agent
of the corporation has met the applicable standard of conduct. Such
determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding; or
(2) if such a quorum is not obtainable or if obtainable and a majority
vote of a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or
(3) by the shareholders.
Notwithstanding the above, PBCL Section 1743 provides that to the extent
that a director, officer, employee or agent of a business corporation is
successful on the merits or otherwise in defense of any proceeding referred
to above as contained in sections 1741 and 1742, or in defense of any claim
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection therewith.
PBCL Section 1745 provides that expenses (including attorneys' fees)
incurred by an officer, director, employee or agent of a business
corporation in defending any such proceeding may be paid by the corporation
in advance of the final disposition of the action or proceeding upon receipt
of an undertaking to repay the amount advanced if it is ultimately
determined that the director, officer, employee or agent of the corporation
is not entitled to be indemnified by the corporation.
PBCL Section 1746 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the foregoing provisions is
not exclusive of any other rights to which a person seeking indemnification
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise both as to action in such person's
official capacity and as to action in another capacity while holding office,
and that indemnification may be granted under any bylaw, agreement, vote of
shareholders or directors or otherwise for any action taken whether or not
the corporation would have the power to indemnify the person under any other
provision of law and whether or not the indemnified liability arises or
arose from any threatened, pending or completed action by or in the right of
the corporation, provided, however, that no indemnification may be made in
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful
misconduct or recklessness.
The By-Laws of the Registrant provide that the Directors, officers, agents
and employees of the Registrant shall be indemnified as of right to the
fullest extent now or hereafter not prohibited by law in connection with any
actual or threatened action, suit or proceeding, civil, criminal,
administrative, investigative or other (whether brought by or in the right
of the Registrant or otherwise) arising out of their service to the
Registrant or to another enterprise at the request of the Registrant.
PBCL Section 1747 permits a Pennsylvania business corporation to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another threatened, pending or completed action or other enterprise, against
any liability asserted against such person and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify the person against such
liability under the provisions described above.
The By-Laws of the Registrant provide that the Registrant may purchase and
maintain insurance to protect itself and any Director, officer, agent or
employee entitled to indemnification under the By-Laws against any liability
asserted against such person and incurred by such person in respect of the
service of such person to the Registrant whether or not the Registrant would
have the power to indemnify such person against such liability by law or
under the provisions of the By-Laws.
The Registrant maintains directors' and officers' liability insurance
covering its Directors and officers with respect to liabilities, including
liabilities under the Securities Act of 1933, as amended, which they may
incur in connection with their serving as such. Under this insurance, the
Registrant may receive reimbursement for amounts as to which the Directors
and officers are indemnified by the Registrant under the foregoing By-Law
indemnification provision. Such insurance also provides certain additional
coverage for the Directors and officers against certain liabilities even
though such liabilities may not be covered by the foregoing By-Law
indemnification provision.
As permitted by PBCL Section 1713, the By-Laws of the Registrant provide
that no Director shall be personally liable for monetary damages for any
action taken, unless such Director's breach of duty or failure to perform
II-2
<PAGE>
constituted self-dealing, willful misconduct or recklessness. The PBCL
states that this exculpation from liability does not apply to the
responsibility or liability of a Director pursuant to any criminal statute
or the liability of a Director for the payment of taxes pursuant to Federal,
state or local law. It may also not apply to liabilities imposed upon
directors by the Federal securities laws. PBCL Section 1715(d) creates a
presumption, subject to exceptions, that a Director acted in the best
interests of the corporation. PBCL Section 1712, in defining the standard of
care a Director owes to the corporation, provides that a Director stands in
a fiduciary relation to the corporation and must perform his duties as a
Director or as a member of any committee of the Board in good faith, in a
manner he reasonably believes to be in the best interest of the corporation
and with such care, including reasonable inquiry, skill and diligence, as a
person of ordinary prudence would use under similar circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
4.01 Restated Articles of Incorporation of Federated Investors,
Inc. (incorporated by reference to Exhibit 3.01 to the
Registrant's Registration Statement on Form S-4, filed with
the Commission on March 20, 1998 (File No. 333-48361))
4.02 Restated By-laws of Federated Investors, Inc. (incorporated by
reference to Exhibit 3.02 to the Registrant's Registration
Statement on Form S-4, filed with the Commission on March 20,
1998 (File No.
333-48361))
5.01 Opinion of Kirkpatrick & Lockhart LLP, as to the legality of
the shares being registered
23.01 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
filed as Exhibit 5.1)
23.02 Consent of Ernst & Young LLP
23.03 Consent of KPMG Peat Marwick LLP
24.01 Power of Attorney (set forth on the signature page of this
Registration Statement)
II-3
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereto.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-4
<PAGE>
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 Pittsburgh, Commonwealth of
Pennsylvania, on this 28th day of August, 1998.
FEDERATED INVESTORS, INC.
By: /s/ J. Christopher Donahue
-----------------------------------
J. Christopher Donahue
President, Chief Executive
Officer and Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas R. Donahue his or her true and
lawful attorney-in-fact and agent, 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 sign any and all amendments to this Registration
Statement, and to file the same with all exhibits thereto, and other
documentation 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 requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his 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 date(s) indicated:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
/s/ John F. Donahue Chairman and Director August 28, 1998
- ---------------------------
John F. Donahue
/s/ J. Christopher Donahue President, Chief Executive August 28, 1998
- --------------------------- Officer (Principal Executive
J. Christopher Donahue Officer) and Director
/s/ John W. McGonigle Director August 28, 1998
- ---------------------------
John W. McGonigle
/s/ Thomas R. Donahue Vice President, Chief Financial August 28, 1998
- --------------------------- Officer (Principal Financial
Thomas R. Donahue and Accounting Officer) and
Director
- ---------------------------
Arthur L. Cherry Director August 28, 1998
II-5
<PAGE>
/s/ James F. Getz Director August 28, 1998
- ---------------------------
James F. Getz
- --------------------------- Director August 28, 1998
John B. Fisher
/s/ Eugene F. Maloney Director Austust 28, 1998
- ---------------------------
Eugene F. Maloney
II-6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NUMBER
- ----------- ----------- -----------
<S> <C> <C>
4.01 Restated Articles of Incorporation of Federated Investors, Inc.
(incorporated by reference to Exhibit 3.01 to the Registrant's
Registration Statement on Form S-4, filed with the Commission on
March 20, 1998 (File No. 333-48361))
4.02 Restated By-laws of Federated Investors, Inc. (incorporated by __
reference to Exhibit 3.02 to the Registrant's Registration
Statement on Form S-4, filed with the Commission on March 20, 1998
(File No. 333-48361))
5.01 Opinion of Kirkpatrick & Lockhart, as to the legality of the shares 9
being registered
23.01 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion 9
filed as Exhibit 5.1)
23.02 Consent of Ernst & Young LLP 10
23.03 Consent of KPMG Peat Marwick LLP 11
24.01 Power of Attorney (set forth on the signature page of this 6
Registration Statement)
</TABLE>
II-7
Exhibit 5.1
August 27, 1998
Federated Investors, Inc.
Federated Investors Towers
Pittsburgh, Pennsylvania 15222-3779
Ladies and Gentlemen:
We are counsel to Federated Investors, Inc., a Pennsylvania corporation
(the "Registrant") and we have acted as counsel to the Registrant in connection
with the Registrant's Registration Statement on Form S-8 (the "Registration
Statement"). The Registration Statement is to be filed with the Securities and
Exchange Commission and relates to the registration under the Securities Act of
1933, as amended, of an aggregate of 9,267,000 shares (the "Shares") of the
Registrant's Class B Common Stock, no par value per share, in connection with
the Federated Investors, Inc. 1998 Stock Incentive Plan (the "Plan").
We are familiar with the Registration Statement and the Plan, and we have
examined the Registrant's Restated Articles of Incorporation and the
Registrant's Restated By-Laws. We have also examined such other public and
corporate documents, certificates, instruments and corporate records, and such
questions of law, as we have deemed necessary or appropriate for the purpose of
this opinion.
Based on the foregoing, we are of the opinion that the Shares, when issued
in accordance with the Plan, will be duly authorized, validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Yours truly,
/s/ Kirkpatrick & Lockhart LLP
II-8
<PAGE>
Exhibit 23.02
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of our report dated April 23, 1998 with respect to the consolidated
financial statements of Federated Investors for the years ended December 31,
1997, and 1996, which was previously included in the Registration Statement
(Form S-1 No. 333-48405) and related Prospectus of Federated Investors, Inc.
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
August 28, 1998
Exhibit 23.03
CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference into this Registration
Statement on Form S-8 of our report dated January 25, 1996, which was previously
included in the Form S-1 of Federated Investors, Inc. (Registration Number
333-48405) with respect to the consolidated financial statements of Federated
Investors for the year ended December 31, 1995.
/s/ KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
August 28, 1998
