FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
STILWELL FINANCIAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1804048
(State of Incorporation) (I.R.S. Employer
Identification No.)
920 Main Street
21st Floor
Kansas City, Missouri 64105-2008
(Address of Principal Executive Offices)
STILWELL FINANCIAL INC.
1998 AMENDED AND RESTATED LONG TERM INCENTIVE STOCK PLAN
(Full title of the plan)
GWEN E. ROYLE
Stilwell Financial Inc.
920 Main Street, 21st Floor
Kansas City, Missouri 64105-2008
(816) 218-2400
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate Registration
registered registered per share(1) offering price(1) fee(1)(3)
---------- ---------- -------------- ----------------- ------------
Common Stock, 30,000,000 43.63 1,308,900,000 345,550
par value
$0.01 per share
Interests in the
Plan(2)
-----------------------------------------------------------------------------
(1) Based on the average of the high and low when issued market price of the
Common Stock of the Company on July 10, 2000 in accordance with Rule
457(c) of the Securities Act of 1933.
(2) To the extent that the interests in the Plan constitute securities,
pursuant to Rule 416(c), this Registration Statement shall be deemed to
register an indeterminate amount of interests in the Plan.
(3) Pursuant to Rule 457(h)(2), no registration fee is required with respect
to the interests in the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the United States Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act"), and under the General Instructions to Part I of Form
S-8, this Registration Statement omits the information specified in Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by Stilwell Financial Inc.
(the "Registrant") with the Commission are incorporated in and made a part of
this Registration Statement by reference, as of their respective dates:
(a) The Registrant's Registration Statement on Form 10 dated
June 15, 2000 (Commission File No. 001-15253).
(b) The Registrant's Information Statement filed as Exhibit 99.1
to its Registration Statement on Form 10 dated June 15, 2000 (Commission
File No. 001-15253).
(c) The description of the Registrant's Common Stock under the
headings "Description of Capital Stock" contained on pages 128 to 134 in
Exhibit 99.1 (Information Statement) to the Registrant's Registration
Statement on Form 10 dated June 15, 2000 (Commission File No.
001-15253).
(d) All other reports subsequently filed by the Registrant with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act") prior to the
filing of a post-effective amendment to the
Registration Statement related to this Registration Statement, which
indicates that all securities registered thereunder have been sold or
which deregisters all of the securities offered then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
contains detailed provisions on indemnification of directors and officers
against expenses, judgments, fines and amounts paid in settlement, actually
and reasonably incurred in connection with legal proceedings. Section
102(b)(7) of the DGCL permits a provision in the certificate of incorporation
of each corporation organized thereunder, such as Stilwell, that eliminates
or limits, with certain exceptions, the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. Stilwell's Amended and Restated Certificate of
Incorporation ("Certificate") provides for expanded indemnification of
Stilwell's Board of Directors and officers of Stilwell and limits the liability
of directors of Stilwell. Pursuant to those provisions, Stilwell shall
indemnify each officer, director, employee, agent, trustee, committee member or
representative of Stilwell, or any officer, director, employee, agent, trustee,
committee member or representative of any other company or other entity who was
serving at the request of Stilwell, to the fullest extent permitted under the
DGCL against all expenses, liability and loss reasonably incurred by such
indemnitee in any legal proceeding to which such indemnitee is made or is
threatened to be made a party by reason of such indemnitee's acting in such
capacity. Such right to indemnification includes the right to advancement of
expenses incurred by such person prior to final disposition of the proceeding,
provided that if the DGCL requires, such indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee) shall provide Stilwell with an undertaking to
repay all amounts so advanced if it shall ultimately be determined by final
judicial decision that such person is not entitled to be indemnified for such
expenses. The Certificate gives such indemnitee the right to bring suit
against Stilwell if such advancement of expenses is not paid by Stilwell within
the period set forth in the Certificate. The Certificate provides that a
director of Stilwell shall not be personally liable to Stilwell or its
stockholders for monetary damages for breach of fiduciary duty as a director
except for liability: (i) for any breach of the director's duty of loyalty to
Stilwell or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the DGCL; or (iv) for any transaction from which the director
derived an improper personal benefit. If the DGCL is amended to further
eliminate or limit the personal liability of directors, the Certificate
provides that the liability of a director of Stilwell shall be eliminated or
limited to the fullest extent permitted by the DGCL, as so amended.
Stilwell has entered into indemnification agreements with its officers
and directors effective as of the Distribution (the "Stilwell
Indemnification Agreements"). The Stilwell Indemnification Agreements
contain substantially identical provisions to the Certificate with respect to
indemnification and advancement of expenses. Such agreements are intended to
supplement Stilwell's officers' and directors' liability insurance and to
provide the officers and directors with specific contractual assurance that
the protection provided by Stilwell's Certificate will continue to be
available regardless of, among other things, an amendment to the Certificate
or a change in management or control of Stilwell. The Stilwell
Indemnification Agreements provide for prompt indemnification to the fullest
extent permitted by law and for the prompt advancement of expenses, including
attorney's fees and all other costs and expenses incurred in connection with
any action, suit or proceeding in which the director or officer is a witness
or other participant, or to which the director or officer is a party, by
reason (in whole or in part) of service in certain capacities. The Stilwell
Indemnification Agreements provide a mechanism to seek court relief if
indemnification or expense advances are denied or not received within the
periods provided in the Stilwell Indemnification Agreements. Indemnification
and advancement of expenses are also provided with respect to a court
proceeding initiated for a determination of rights under the Stilwell
Indemnification Agreements or of certain other matters. Stilwell has entered
into such indemnification agreements with all current directors and officers
of Stilwell.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement on Form S-8 are listed in
the Exhibit Index of this Registration Statement, which Exhibit Index is
incorporated herein by reference in response to this Item.
ITEM 9. UNDERTAKINGS.
(a) The 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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(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. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) (230.424(b) of
this chapter) if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
(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) above 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 with the Commission 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 Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the annual report of
the Registrant pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
(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 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, 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 Securities Act and will be governed by the
final adjudication of such issue.
(Remainder of page intentionally left blank.)
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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 City of Kansas City, State of Missouri, on
July 11, 2000.
STILWELL FINANCIAL INC.
By /s/ Landon H. Rowland
-------------------------------------
Landon H. Rowland
President and Chief Executive Officer
The undersigned each hereby constitutes and appoints Landon H. Rowland,
Joseph D. Monello and Danny R. Carpenter, and each of them, as his true and
lawful attorneys-in-fact and agents, jointly and severally, with full power
of substitution and resubstitution, for and in his stead, in any and all
capacities, to sign on his behalf this Registration Statement on Form S-8 of
the Stilwell Financial Inc. 1998 Amended and Restated Long Term Incentive
Stock Plan, and to execute any amendments thereto (including post-effective
amendments), and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange
Commission and granting unto said attorneys-in-fact and agents, and each of
them, jointly and severally, the full power and authority to do and perform
each and every act and thing necessary or advisable to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, jointly or
severally, or their 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, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Landon H. Rowland Director; Chairman of the Board, July 11, 2000
-------------------------- President and Chief Executive
Landon H. Rowland Officer
(Principal Executive Officer)
/s/ Joseph D. Monello Vice President and Chief July 11, 2000
-------------------------- Operating Officer
Joseph D. Monello (Principal Financial Officer)
/s/ Douglas E. Nickerson Vice President and Controller July 11, 2000
-------------------------- (Principal Accounting Officer)
Douglas E. Nickerson
/s/ Morton I. Sosland Director July 12, 2000
--------------------------
Morton I. Sosland*
/s/ James E. Barnes Director July 11, 2000
--------------------------
James E. Barnes*
/s/ Paul F. Balser Director July 12, 2000
--------------------------
Paul F. Balser*
*Member of the Committee appointed to administer the Plan, which committee
has, pursuant to the instructions regarding signatures on Form S-8, duly
caused this Registration Statement to be signed on behalf of the Plan.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
4.1 Stilwell Financial Inc. 1998 Amended and Restated Long Term
Incentive Stock Plan.
4.2 Amended and Restated Certificate of Incorporation, filed as
Exhibit 3.1.1 to Stilwell's Registration Statement on Form 10,
dated June 15, 2000 (the "Form 10 Registration Statement")
(Commission File No. 001-15253) is hereby incorporated by
reference as Exhibit 4.2.
4.3 Amended and Restated Bylaws, filed as Exhibit 3.2 to Stilwell's
Form 10 Registration Statement (Commission File No. 001-15253)
is hereby incorporated by reference as Exhibit 4.3.
4.4 The description of the Company's Common Stock, set forth under
the headings "Description of Capital Stock" in Exhibit 99.1
(Information Statement) to the Form 10 Registration Statement, is
hereby incorporated by reference as Exhibit 4.4.
5.1 Opinion of Sonnenschein Nath & Rosenthal, counsel to Stilwell,
regarding legality (including consent).
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit
5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants.
24 Power of Attorney (included on signature page).
