As filed with the Securities and Exchange Commission on June 22, 1998.
File No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JWGENESIS FINANCIAL CORP.
--------------------------------------------------
(Exact Name of Issuer as Specified in its Charter)
Florida 65-0811010
---------------- ----------------------
(State or Other (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation or
Organization)
980 North Federal Highway, Suite 120
Boca Raton, Florida 33432
(561) 338-2600
-------------------------------------------------------------
(Address and Telephone Number of Issuer's Principal Executive
Offices)
1997 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
((Full Title of the Plans)
Joel E. Marks
Executive Vice President and Chief Financial Officer
1117 Perimeter Center West, Suite 500E
Atlanta, GA 30338
(770) 399-8805
------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of
Agent for Service)
Copies to:
W. Randy Eaddy, Esq.
KILPATRICK STOCKTON LLP
1100 Peachtree Street, N.E.
Atlanta, Georgia 30309-4530
(404) 815-6500
<TABLE>
<CAPTION>
Calculation of Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share <F1> Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C>
Common Stock 400,000 shares $10.06 $4,025,000 $1,187.38
<FN>
<F1> Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based on $10.06, the average of the high
and low prices on the American Stock Exchange on June 18, 1998.
</FN>
</TABLE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by
reference into this Registration Statement and are deemed to be a
part hereof from the date of the filing of such documents:
(1) The Registrant's Registration Statement on Form S-4,
Commission File No. 333-47693, including the final
prospectus included therein.
(2) The description of the Common Stock contained in the
Company's registration statement on Form 8-A, dated
June 8, 1998, reports filed for the purpose of updating
such description.
(3) All other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered
pursuant to this Registration Statement have been sold
or which deregisters all securities that remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Restated Articles of Incorporation provide
for indemnification of directors to the fullest extent permitted
by Florida law and, to the extent permitted by such law,
eliminate or limit the personal liability of directors to the
Registrant and its shareholders for monetary damages for certain
breaches of fiduciary duty and the duty of care. Insofar as
indemnification for liabilities under the Securities Act of 1933,
as amended (the "Securities Act") may be permitted to directors,
officers, or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that, in
the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable. Pursuant to its Bylaws, the Registrant may
indemnify its officers, employees, agents, and other persons to
the fullest extent permitted by Florida law.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration
Statement are as follows:
Exhibit Number Description
- -------------- ------------
4 1997 Employee Stock Purchase Plan
5 Opinion and Consent of Kilpatrick
Stockton LLP, counsel to the
Registrant
23(a) Consent of Price Waterhouse LLP
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes: (1)
to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement,
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; (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
thereof.
II-2<PAGE>
(c) 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 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, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Atlanta, State of Georgia, on June 15, 1998.
JWGENESIS FINANCIAL CORP.
By: /s/ Joel E. Marks
Joel E. Marks
Executive Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Marshall T.
Leeds and Joel E. Marks as attorneys-in-fact, having the power of
substitution, for them in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 and to file
the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated on June 15, 1998.
/s/ Marshall T. Leeds President, Chief
MARSHALL T. LEEDS Executive Officer and
Chairman of the Board of
Directors (Principal
Executive Officer)
/s/ Joel E. Marks Executive Vice President,
JOEL E. MARKS Chief Financial Officer,
Secretary and Director
(Principal Financial and
Accounting Officer)
/s/ Will K. Weinstein Vice Chairman and
WILL K. WEINSTEIN Director
/s/ Philip C. Stapleton Chief Operating Officer
PHILIP C. STAPLETON and Director
/s/ Wm. Dennis Ferguson
WM. DENNIS FERGUSON Director
II-4<PAGE>
/s/ Gregg S. Glaser Director
GREGG S. GLASER
/s/ Harvey R. Heller Director
HARVEY R. HELLER
/s/ Jeffrey H. Lehman Director
JEFFREY H. LEHMAN
/s/ Curtis Sykora Director
CURTIS SYKORA
II-5
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
- -------------- -----------
4 1997 Employee Stock Purchase Plan.
5 Opinion and Consent of Kilpatrick
Stockton LLP, counsel to the
Registrant
23(a) Consent of Price Waterhouse LLP
JW GENESIS FINANCIAL CORP.
1997 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE. JW Genesis Financial Corp. a Florida corporation
(the "Company"), hereby adopts the 1997 Employee Stock Purchase Plan
(the "Plan"). The purpose of the Plan is to provide an opportunity
for the employees of the Company and its qualified subsidiaries to
purchase shares of the common stock, par value $.001 per share
("Common Stock"), of the Company through voluntary contributions,
including automatic periodic payroll deductions, thereby attracting,
retaining and rewarding such persons and strengthening the mutuality
of interest between such persons and the Company's stockholders.
2. SHARES SUBJECT TO PLAN. An aggregate of 400,000 shares
(the "Shares") of Common Stock of the Company may be sold
pursuant to the Plan. Such Shares may be authorized but unissued
Common Stock, treasury shares or Common Stock reacquired by the
Company or purchased in the open market.
3. ADMINISTRATION. The Plan shall be administered by the
Board of Directors of the Company or a committee (the
"Committee") consisting of not less than two directors of the
Company appointed by the Board of Directors, and, if the Board of
Directors has determined that the Plan shall comply with Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as
amended, or any successor regulation ("Rule 16b-3"), none of such
Committee members shall participate in the Plan and each shall
qualify as a "non-employee director" within the meaning of Rule
16b-3. The Committee is authorized, subject to the provisions of
the Plan, to establish such rules and regulations as it deems
necessary for the proper administration of the Plan and to make
such determinations and interpretations, and to take such action,
in connection with the Plan and any Shares made available
hereunder as it deems necessary or advisable. The Committee
shall have the right to determine prior to any Offering Period
(as defined in Section 8 below) the maximum number of Shares
which may be offered during the Offering Period and the manner of
allocating the Shares among eligible employees.
All determinations and interpretations made by the Committee
shall be binding and conclusive on all participating employees
(each a "Participant") and their legal representatives. No
member of the Board, no member of the Committee and no employee
of the Company or any subsidiary shall be liable for any act or
failure to act hereunder by any other member or employee, or by
any agent to whom duties in connection with the administration of
this Plan have been delegated or, except in circumstances
involving his or her bad faith, gross negligence or fraud, for
any act or failure to act by the member or employee.
4. ELIGIBILITY. All regular full and part-time employees
of the Company, and of each qualified subsidiary of the Company -
- - other than (a) employees whose customary employment is 20
hours or less per week, or whose customary employment is not for
more than five months in any calendar year, and (b) any employee
who, immediately after any purchase of Shares, would own stock
possessing 5% or more of the total combined voting power or value
of all classes of stock of the Company or of its parent or
subsidiary corporations -- shall be eligible to participate in<PAGE>
the Plan as of the first "Enrollment Date" (as defined in Section
5 below) immediately following the later of the eligible
employee's initial date of hire or the effective date of the
Plan's adoption. For the purposes of this Plan, the term
"qualified subsidiary" means any subsidiary of which 50% or more
of the total combined voting power of all classes of stock of
which is owned by the Company or any other qualified subsidiary
on the first day of an Offering Period (as defined in Section 8).
For purposes of this Section 4, the provisions of Section 424(d)
of the Internal Revenue Code of 1986, as amended (the "Code"),
concerning attribution of stock ownership shall apply in
determining the stock ownership of an employee, and the shares of
Common Stock and any other class of stock of the Company that an
employee may purchase under outstanding rights or options shall
be treated as shares owned by the employee.
For purposes of participation in the Plan, an employee on a
leave of absence shall be deemed to be an employee for the first
90 days of such leave of absence, and such employee's employment
shall be deemed to have terminated at the close of business on
the 90th day of such leave of absence unless such employee shall
have returned to regular full-time or part-time employment (as
the case may be) prior to the close of business on such 90th day.
Termination by the Company or a qualified subsidiary of any
employee's leave of absence, other than termination of such leave
of absence due to the employee's return to full-time or part-time
employment, shall also be treated as a termination of an
employee's employment for all purposes of the Plan and shall
terminate such employee's participation in the Plan and right to
exercise any option to purchase Common Stock granted under the
Plan. The 90-day period referred to in this Section 4 shall be
extended to last day of the period of leave during which the
employee's right to return to employment is guaranteed by statute
or contract. No other individuals shall be eligible to
participate in the Plan, except the employees designated as
eligible in this Section 4.
5. PARTICIPATION. Prior to any "Enrollment Date", an
eligible employee may elect to participate in the Plan as of such
date. Enrollment Dates shall occur on the first day of each
Offering Period (as defined in Section 8). Any such election
shall be made by completing and delivering to the Company's
Personnel Department (the "Department") an enrollment and payroll
deduction authorization form, prior to such Enrollment Date,
authorizing payroll deductions in such amounts as the employee
may request, but in no event less than any minimum nor more than
any maximum amounts specified from time to time by the Committee.
During an Offering Period, a Participant may at any time, but
effective as of the second immediately following payroll period,
increase or decrease his or her payroll deductions with respect
to the payroll periods remaining in the Offering Period by
completing and delivering to the Department a revised payroll
deduction authorization form; provided that (a) changes in
payroll deductions shall not be permitted to the extent that they
would result in total payroll deductions below any minimum or
above any maximum amounts specified by the Committee; and (b) an
eligible employee who elects not to participate in the Plan
through payroll deductions as of any Enrollment Date may not
participate in the Plan through payroll deductions until the next
Enrollment Date (at which time the filing of a new election form
in accordance with this Section 5 will be required). The
Committee may, in its discretion, limit the number of changes
2
<PAGE>
permitted during any Offering Period and may establish earlier or
later effective dates for any such change.
In addition to payroll deductions, the Committee may allow,
in its sole discretion and subject to such terms and procedural
requirements as it may establish, for the delivery of payments by
Participants directly to the Committee or it designee, provided,
however, that the total payroll deductions and direct cash
payments may not exceed any limits specified by the Committee.
6. PAYROLL DEDUCTION AND CASH CONTRIBUTION ACCOUNTS. The
Company shall establish on its books and records a "Payroll
Deduction Account" for each Participant and shall credit to such
account all payroll deductions made on behalf of each Participant
and all cash dividends paid on Shares held in the Participant's
Plan Share Account (as described in Sections 10 and 11 below).
No interest shall be credited to any Payroll Deduction Account.
All cash dividends paid on shares of Common Stock held in a
Participant's brokerage or Plan Share Account (as described in
Section 10 below) will be deposited into the Participant's
Payroll Deduction Account, and will be used to purchase Common
Stock.
The Company may also establish on its books and records a
separate "Cash Contribution Account" for a Participant and credit
to such account any voluntary cash contributions that the
Committee, in its sole discretion, may permit to be made by the
Participant during an Offering Period. No interest shall be
credited to any such Cash Contribution Account.
7. WITHDRAWAL. The termination of a Participant's
employment with the Company or any qualified subsidiary of the
Company will constitute a withdrawal from the Plan. Payroll
deductions on behalf of the Participant will be discontinued
commencing with the Participant's last payroll period while still
employed, and no periodic cash contributions will be accepted
following any such termination of employment. Any payment to the
Participant which is designated by the Company or qualified
subsidiaries as severance pay shall not be eligible for payroll
deductions under the Plan, and a Participant shall not be
eligible to make cash contributions to the Plan during any period
in which he or she is receiving severance pay. A non-terminated
Participant may terminate participation in the Plan during an
Offering Period at any time by completing and delivering a
written notice to the Company. Upon receipt of such notice,
payroll deductions on behalf of the Participant shall be
discontinued commencing with the second immediately following
payroll period (or such earlier or later date as the Committee
shall determine). Amounts credited to the Payroll Deduction
Account or Cash Contribution Account of any Participant who
withdraws or ceases to participate in the Plan (including any
employee who ceases to participate in the Plan for a non-
termination of employment reason (e.g., a prolonged leave of
absence)) shall be used to purchase Shares as described in
Section 9 below. An eligible employee may resume participation
in the Plan at the next Enrollment Date, by filing a new election
form in accordance with Section 5.
3
<PAGE>
8. OFFERING PERIODS; LIMITS ON RIGHTS TO PURCHASE. The
Plan shall be administered on the basis of consecutive three-
month Offering Periods, with a new Offering Period commencing on
the first day (or, for periods during which the Board of
Directors has determined that the Plan shall comply with Rule
16b-3, the first trading day occurring on or after the first day)
of each January, April, July and October during the term of the
Plan, or on such other date as the Committee shall determine, and
continuing thereafter to the end of such period, subject to
termination in accordance with Section 17 hereof. The first
Offering Period hereunder shall commence (subject to the
Committee's discretion to determine otherwise) on October 1, 1997
and shall end on December 31, 1997. "Trading day" shall mean a
day on which the American Stock Exchange is open for trading.
The Committee shall have the power to change the duration of
Offering Periods (including the commencement dates thereof) with
respect to future offerings.
The last day (or trading day, for periods during which the
Board of Directors has determined that the Plan shall comply with
Rule 16b-3) of each Offering Period prior to the termination of
the Plan (or such other trading date as the Committee shall
determine) shall constitute the purchase date (the "Share
Purchase Date") on which each Participant for whom a Payroll
Deduction Account or Cash Contribution Account has been
maintained shall purchase the number of Shares determined under
Section 9(a). Notwithstanding the foregoing, the Company shall
not permit the exercise of any right to purchase Shares (a) by an
employee who, immediately after such purchase, would own shares
possessing 5% or more of the total combined voting power or value
of all classes of stock of the Company or its parent or
subsidiary corporation or (b) which would permit an employee's
rights to purchase shares under this Plan, or under any other
qualified employee stock purchase plan maintained by the Company
or any parent or subsidiary of the Company, to accrue at a rate
in excess of $25,000 of the fair market value of such shares
determined at the time such rights are granted for each calendar
year in which the right is outstanding at any time. For the
purposes of clause (a) of the immediately preceding sentence, the
provisions of Code Section 424(d) concerning attribution of stock
ownership shall apply in determining the stock ownership of an
employee, and the shares which an employee may purchase under
outstanding rights or options shall be treated as shares owned by
the employee.
On the first day of each Offering Period, each eligible
employee shall be deemed to have been granted a right to purchase
shares of Common Stock subject to the limitations herein, and
such right shall be deemed to have expired on the Share Purchase
Date for such Offering Period; provided that for each Offering
Period, in no event can any employee purchase more shares than a
maximum equal to $25,000 divided by the fair market value of the
Shares on the first day of the Offering Period. Notwithstanding
the foregoing, no right may be exercised after the earlier of the
last day of the Offering Period for which the right was issued or
twenty-seven (27) months from the date such right is granted.
All outstanding rights granted under the Plan shall expire at
such time as the maximum aggregate number of shares of Common
Stock available under the Plan, as set forth in Section 2, has
been acquired pursuant to the exercise of rights under the Plan.
A right will expire upon the effective date of an eligible
employee's termination of employment as set forth in Section 7,
or on the date of the eligible employee's death.
4<PAGE>
9. PURCHASE OF SHARES.
(a) Subject to the limitations set forth in Sections 5,
7 and 8, on each Share Purchase Date, there shall be purchased
for each Participant as many Shares as may be purchased with the
combined amounts credited to his or her Payroll Deduction and
Cash Contribution Accounts as of the day immediately preceding
the applicable Share Purchase Date (or such other date as the
Committee shall determine) (the "Cutoff Date"). Shares may be
purchased for Participants under the Plan only through payroll
deductions and cash contributions to such Accounts. Shares may
be purchased from the Company, in a public market transaction,
from a market maker, or by other negotiated transactions,
including purchases from Participants or employees who are
entitled to receive Common Stock from the Plan or any other
benefit program maintenance by the Company. The manner and
timing of the issuances or purchases of Common Stock hereunder
shall be in accordance with applicable securities laws.
(b) The "Purchase Price" for Shares purchased under
the Plan with funds from the Participant's Payroll Deduction
Account shall be 85% of the fair market value of shares of Common
Stock on the Share Purchase Date or the first day of the Offering
Period, whichever is lower. If the first day of the Offering
Period is not a trading day, the first trading day of the
Offering Period shall be used to determine the fair market value
of a share of Company Stock on the first day of the Offering
Period. The Purchase Price for shares purchased with funds from
a Participant's Cash Contribution Account will be 90% of the fair
market value of such shares as of the Share Purchase Date (or
such different purchase price established by the Committee that
complies with the provisions of Code Section 423). For this
purpose, fair market value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as
quoted on any established stock exchange or national market
system, including without limitation The Nasdaq Stock Market, on
which the Common Stock is listed, for the last market trading day
on the date of such determination, as reported in The Wall Street
Journal; unless the Board of Directors has determined that the
Plan shall not comply with Rule 16b-3, in which case the fair
market value may be such value as is determined by an independent
financial advisor to the Committee. The Committee shall have the
authority to establish a different Purchase Price as long as any
such Purchase Price complies with (i) the provisions of Section
423 of the Code and (ii) Rule 16b-3 if the Board of Directors has
determined that the Plan shall comply with such Rule.
(c) On each Share Purchase Date, the amount credited
to each Participant's Payroll Deduction and Cash Contribution
Accounts as of the immediately preceding Cutoff Date shall be
applied to purchase as many Shares as may be purchased with such
amount at the applicable Purchase Price. Any amounts remaining
in a Participant's Payroll Deduction Account or Cash Contribution
Account as of the relevant Cutoff Date in excess of the amount
that may properly be applied to the purchase of Shares shall be
retained in the Participant's Payroll Deduction or Cash
Contribution Account for the purchase of Shares at a subsequent
Share Purchase Date.
5
<PAGE>
10. BROKERAGE ACCOUNTS OR PLAN SHARE ACCOUNTS. By
enrolling in the Plan, each Participant shall be deemed to have
authorized the establishment of a brokerage account on his or her
behalf at any securities brokerage firm (including, without
limitation, any Company affiliate) selected by the Committee.
Alternatively, the Committee may provide for Plan share accounts
("Plan Share Accounts") for Participants to be established by the
Company or by an outside entity selected by the Committee which
is not a brokerage firm. (The Committee may designate the
Department to make any selection permitted by this Section 10.)
Shares purchased by a Participant pursuant to the Plan shall be
held in the Participant's brokerage or Plan Share Account in
street name, or if the employee so indicates on his or her
payroll deduction authorization form, in the Participant's name
or the Participant's name jointly with a member of the
Participant's family, with right of survivorship.
11. RIGHTS AS STOCKHOLDER. A Participant shall have no
rights as a stockholder with respect to Shares which may be
issued under this Plan until payment for such Shares has been
completed at the close of business on the relevant Share Purchase
Date. Cash dividends paid on Shares held in a Participant's Plan
Share Account will be deposited into the Participant's Payroll
Deduction Account (or Cash Contribution Account if such
Participant does not have a Payroll Deduction Account) and used
to purchase Shares as described in Section 9. Each Participant
shall have full shareholder rights with respect to all shares of
Common Stock purchased upon exercise of a right to purchase
Shares under the Plan, including, but not limited to, voting,
dividend and liquidation rights. Shares for which such a right
has been exercised which are held in the name of the Company or
its agent for the Participant's account will be covered by
proxies provided to such Participant by the Company or its agent.
12. CERTIFICATES. Certificates for Shares purchased under
the Plan will not be issued automatically. However, certificates
for whole Shares purchased shall be issued as soon as practicable
following a Participant's written request to the Department. The
Company may assess or impose a reasonable charge for the issuance
of such certificates, and shall notify the Participant in advance
of issuance of the estimated amount of such charges. Fractional
interests in Shares (if permitted by the Committee) shall be
carried forward in a Participant's Plan Share Account until they
equal one whole Share or until the termination of the
Participant's participation in the Plan, in which event an amount
in cash equal to the value of such fractional interest (based on
the fair market value of a share of Common Stock on the date of
such termination) shall be paid to the Participant in cash.
Distributions of stock certificates will be made promptly after
the death, disability, retirement or other termination of
employment of a Participant. In the event of a Participant's
death, such stock certificates will be distributed to the
Participant's beneficiary most recently designated by such
Participant on a form prescribed by the Committee or its designee
for such purpose. If such Participant makes no such designation,
or if all the designated beneficiaries predecease such
Participant, distribution will be made to such Participant's
estate. If a stock certificate is issued to a Participant, the
Participant will be required to notify the Company of his or her
disposition of such shares, if his or her disposition occurs
within time periods established by the Company.
6<PAGE>
13. RIGHTS NOT TRANSFERABLE. Rights granted under this
Plan are not transferable by a Participant other than by will or
the laws of descent and distribution, and are exercisable during
an employee's lifetime only by the Participant.
14. EMPLOYMENT RIGHTS. Neither participation in the Plan,
nor the exercise of any right granted under the Plan, shall be
made a condition of employment, or of continued employment, with
the Company or any subsidiary. Participation in the Plan does
not limit the right of the Company or any subsidiary to terminate
a Participant's employment at any time for any reason or give any
right to a Participant to remain employed by the Company or any
subsidiary in any particular position or at any particular rate
of remuneration.
15. APPLICATION OF FUNDS. All payroll deductions and cash
contributions from Participants and all funds received by the
Company for Shares sold by the Company on any Share Purchase Date
pursuant to this Plan may be used for any corporate purpose. The
Company shall not be obligated to segregate such payroll
deductions or cash contributions from Participants.
16. WITHHOLDING TAX AND/OR REQUIRING PAYMENT OF TAXES. The
Company shall have the right to withhold with respect to any
payments made to Participants under the Plan any taxes required
by law to be withheld with regard to such payments and the right
to require, prior to the delivery of any shares of Common Stock,
payment by Participants of any taxes required by law with respect
to the issuance or delivery of such shares (or any portion
thereof) for which such taxes have not been withheld.
17. AMENDMENTS AND TERMINATION. The Board of Directors may
amend the Plan at any time, provided that no such amendment shall
be effective unless approved within 12 months after the date of
adoption of such amendment by the affirmative vote of
stockholders holding the majority of the outstanding shares of
Common Stock entitled to vote if such stockholder approval is
required for the Plan to continue to comply with Code Section 423
or, for periods during which the Board of Directors has
determined that the Plan shall comply with Rule 16b-3, the
applicable requirements of Rule 16b- 3. The Board of Directors
may suspend the Plan or discontinue the Plan at any time. Upon
termination of the Plan, all payroll deductions and cash
contributions to the Plan shall cease, and all amounts then
credited to the Participants' Payroll Deduction Accounts and Cash
Contribution Accounts shall be equitably applied to the purchase
of whole Shares then available for sale, and any remaining
amounts shall be promptly refunded to the Participants.
7<PAGE>
18. APPLICABLE LAWS. This Plan, and all rights granted
hereunder, are intended to meet the requirements of an "employee
stock purchase plan" under Code Section 423, as from time to time
amended, and the Plan shall be construed and interpreted to
accomplish this intent. The delivery or issuance of any shares
of Common Stock may be postponed by the Company for such period
as may be required to comply with the applicable requirements
under the Federal and state securities laws, and any applicable
listing requirements of The Nasdaq Stock Market and any national
securities exchange and with all requirements under any other law
or regulation applicable to the issuance or delivery of such
shares. Further, the Company shall not be obligated to deliver
or issue any shares of Common Stock if the delivery or issuance
of such shares shall constitute a violation of any applicable
provision of The Nasdaq Stock Market and any national securities
exchange or any law or regulation of any governmental authority.
Sales of Shares under the Plan are subject to, and shall be
accomplished only in accordance with, the requirements of all
applicable securities and other laws.
19. CHANGES IN CAPITALIZATION AND SIMILAR CHANGES. In the
event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares or other similar
corporate change, the maximum aggregate number and class of
shares available for sale under the Plan shall be equitably
adjusted by the Committee. Such determination of the Committee
shall be conclusive.
20. EXPENSES. Except to the extent otherwise provided
herein, all expenses of administering the Plan, including
expenses incurred in connection with any purchase of Shares in
the open market for sale to Participants, shall be borne by the
Company and its subsidiaries.
21. ARBITRATION OF DISPUTES. Any dispute between the
Company or any of its affiliates and any Participant relating to
this Plan shall be submitted to arbitration before the National
Association of Securities Dealers, Inc. or the New York Stock
Exchange, Inc. in accordance with its rules and regulations.
22. EFFECTIVE DATE AND STOCKHOLDER APPROVAL. The Plan
became effective on March 25, 1997, subject to stockholder
approval, which was obtained on June 10, 1997.
8
Exhibit 5 Attorneys at Law
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
June 19, 1998
JWGenesis Financial Corp.
980 North Federal Highway, Suite 120
Boca Raton, Florida 33242
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel for JWGenesis Financial Corp. a
Florida corporation (the "Company"), in the preparation of the
Form S-8 Registration Statement relating to the 1997 Employee
Stock Purchase Plan of JW Charles Financial Services, Inc.
("JWCFS"), which has been assumed by the Company, and the
proposed offer and sale of up to 400,000 shares of the Company's
common stock, par value $.001 per share (the "Common Stock"),
pursuant thereto.
In such capacity, we have examined certificates of public
officials and originals or copies of such corporate records,
documents, and other instruments relating to the authorization of
the Plan and the authorization and issuance of the shares of
Common Stock as we have deemed relevant under the circumstances.
Based on and subject to the foregoing, it is our opinion
that the Plan and the proposed offer and sale thereunder of up to
400,000 shares of Common Stock have been duly authorized by the
Board of Directors of the Company, and that the shares, when
issued in accordance with the terms and conditions of the Plan,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to said Registration Statement.
KILPATRICK STOCKTON LLP
By: /s/ Jan M. Davidson
Jan M. Davidson, a partner
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of
JWGenesis Financial Corp. ("JWGenesis"), of our report dated March 5, 1998,
appearing on page F-2 of JW Charles Financial Services, Inc.'s Annual
Report on Form 10-K/A for the year ended December 31, 1997. We also
consent to the use of our report dated April 16, 1998 on the financial
statement of JWGenesis as of January 16, 1998 included in the JWGenesis
Registration Statement on Form S-4, (No. 333-47693).
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Tampa, Florida
June 19, 1998
