AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1998
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
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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 executive offices) (Zip Code)
FEDERATED INVESTORS, INC.
EMPLOYEE STOCK PURCHASE 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
================================================================================
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
================================================================================
Class B Common 500,000 $16.47 $8,235,000 $2,430
Stock, no par shares
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 June 2, 1998.
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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, 1994, Amendment No. 2, filed on April 24,
1998, and Amendment No. 3, filed on April 24, 1998, and (ii) 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. Employee Stock Purchase
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
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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.
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:
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(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
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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 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)
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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
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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.
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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 Pittsburgh, Commonwealth of
Pennsylvania, on June 9, 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:
SIGNATURE CAPACITY DATE
/S/ JOHN F. DONAHUE Chairman and Director June 9, 1998
------------------------
John F. Donahue
/S/ J. CHRISTOPHER DONAHUE President, Chief June 9, 1998
------------------------ Executive Officer
J. Christopher Donahue (Principal Executive
Officer) and Director
Director June 9, 1998
------------------------
John W. McGonigle
/S/ THOMAS R. DONAHUE Vice President, Chief June 9, 1998
------------------------ Financial
Officer June 9, 1998 (Principal Financial and
Thomas R. Donahue Officer) and Director
Accounting
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/S/ ARTHUR L. CHERRY Director June 9, 1998
------------------------
Arthur L. Cherry
/S/ JAMES F. GETZ Director June 9, 1998
------------------------
James F. Getz
/S/ JOHN B. FISHER Director June 9, 1998
------------------------
John B. Fisher
------------------------
Eugene F. Maloney June 9, 1998 Director
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION SEQUENTIAL
PAGE NUMBER
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 11
the shares being registered
23.01 Consent of Kirkpatrick & Lockhart LLP (included in the 11
Opinion filed as Exhibit 5.1)
23.02 Consent of Ernst & Young LLP 12
23.03 Consent of KPMG Peat Marwick LLP 13
24.01 Power of Attorney (set forth on the signature page of this 8
Registration Statement)
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Exhibit 5.1
June 9, 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 500,000 shares (the "Shares") of the
Registrant's Class B Common Stock, no par value per share, in connection with
the Federated Investors, Inc. Employee Stock Purchase 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 Plans, 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
Kirkpatrick & Lockhart LLP
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, which was previously included in
the Registration Statement (Form S-1 No. 333-48405) and related Prospectus of
Federated Investors, Inc., with respect to the consolidated financial statements
of Federated Investors for the years ended December 31, 1997 and 1996, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
June 9, 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 Statement
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
June 8, 1998
