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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 27, 1999
Jefferies Group, Inc.
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(Exact name of registrant specified in Charter)
DE 1-14947 95-4719745
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(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
11100 Santa Monica Boulevard
Los Angeles, California 90025
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(Address of principal executive offices) Zip Code
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: 310-445-1199
JEF Holding Company, Inc.
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(Former name and former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On April 27, 1999, JEF Holding Company, Inc., a Delaware corporation
(the "Company"), filed with the Secretary of State of the State of Delaware a
Certificate of Amendment to the Company's Amended and Restated Certificate of
Incorporation in order to change its name to Jefferies Group, Inc. This name
change was effected in compliance with, and as contemplated by, the Agreement
and Plan of Merger, (the "Merger Agreement"), dated as of March 17, 1999, by and
between Jefferies Group, Inc. (which as of the date of such agreement owned 100%
of the common stock of the Company and is herein referred to as "Parent") and
Investment Technology Group, Inc. ("ITGI") and the Distribution Agreement, dated
as of March 17, 1999 by and between Parent and the Company (the "Distribution
Agreement"). The Distribution Agreement, Merger Agreement and aforementioned
name change were all part of Parent's plan to separate the Company's businesses
from the business of ITGI through Parent's spin-off of the Company as set forth
in greater detail in Parent's Definitive Proxy/Information Statement dated March
18, 1999 (File Number 1-11665) and the Company's Form 10 dated April 20, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
3.1 Restated Certificate of Incorporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JEFFERIES GROUP, INC.
Date: April 30, 1999 By: /s/ Clarence T. Schmitz
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Clarence T. Schmitz
Executive Vice President and
Chief Financial Officer
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Exhibit Index
Exhibit Page
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3.1 Restated Certificate of Incorporation.
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EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
JEFFERIES GROUP, INC.
Jefferies Group, Inc., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Jefferies Group, Inc. The date of filing of
its original Certificate of Incorporation with the Secretary of State was
December 23, 1998 under the name "JEF Holding Company, Inc."
2. This Restated Certificate of Incorporation restates and integrates and does
not further amend the provisions of the Amended and Restated Certificate of
Incorporation of the Corporation as heretofore amended or supplemented, and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation. This Restated Certificate of
Incorporation was duly adopted in accordance with the provisions of Section 245
of the General Corporation Law.
3. The text of Certificate of Incorporation of the Corporation as in effect on
the date hereof is hereby restated to read in its entirety as follows:
FIRST: The name of the Corporation is Jefferies Group, Inc.
SECOND: The registered office of the Corporation is to be located at
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the
County of New Castle, in the State of Delaware. The name of its registered agent
at that address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware ("GCL").
FOURTH:
A. Authorized Stock.
The total number of shares of stock which the Corporation
shall have authority to issue is one hundred ten million (110,000,000)
shares, consisting of one hundred million (100,000,000) shares of
common stock, each with a par value of $0.0001 per share (hereinafter
referred to as the "Common Stock"), and ten million (10,000,000) shares
of preferred stock, each with a par value of $0.0001 per share
(hereinafter referred to as the "Preferred Stock"). The powers,
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designations, preferences and relative, participating, optional or
other special rights (and the qualifications, limitations or
restrictions thereof) of the Common Stock and the Preferred Stock are
as follows:
B. Preferred Stock.
The Board of Directors is hereby expressly authorized at any
time, and from time to time, to create and provide for the issuance of
shares of Preferred Stock in one or more series (the "Series Preferred
Stock") and, by filing a certificate pursuant to the GCL (hereinafter
referred to as a "Preferred Stock Designation"), to establish the
number of shares to be included in each such series, and to fix the
designations, preferences and relative, participating, optional or
other special rights of the shares of each such series and the
qualifications, limitations or restrictions thereof, as shall be stated
and expressed in the resolution or resolutions providing for the issue
thereof adopted by the Board of Directors, including, but not limited
to, the following:
(i) the designation of and the number of shares constituting
such series, which number the Board of Director may thereafter
(except as otherwise provided in the Preferred Stock
Designation) increase or decrease (but not below the number of
shares of such series then outstanding);
(ii) the dividend rate for the payment of dividends on such
series, if any, the conditions and dates upon which such
dividends shall be payable, the preference or relation which
such dividends, if any, shall bear to the dividends payable on
any other class or classes of or any other series of capital
stock, the conditions and dates upon which such dividends, if
any, shall be payable, and whether such dividends, if any,
shall be cumulative or non-cumulative;
(iii) whether the shares of such series shall be subject to
redemption by the Corporation, and, if made subject to such
redemption, the times, prices and other terms and conditions
of such redemption;
(iv) the terms and amount of any sinking fund provided for the
purchase or redemption of the shares of such series;
(v) whether or not the shares of such series shall be
convertible into or exchangeable for shares of any other class
or classes of, any other series of any class or classes of
capital stock of, or any other security of, the Corporation or
any other corporation, and, if provision be made for any such
conversion or exchange, the times, prices, rates, adjustments
and any other terms and conditions of such conversion or
exchange;
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(vi) the extent, if any, to which the holders of the shares of
such series shall be entitled to vote as a class or otherwise
with respect to the election of directors or otherwise;
(vii) the restrictions, if any, on the issue or reissue of
shares of the same series or of any other class or series;
(viii) the amounts payable on and the preferences, if any, of
the shares of such series in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation; and
(ix) any other relative rights, preferences and limitations of
that series.
C. Common Stock.
Each holder of Common Stock shall have one vote in respect of
each share of Common Stock held by such holder of record on the books
of the Corporation for the election of directors and on all other
matters on which stockholders of the Corporation are entitled to vote.
Subject to any rights that may be conferred upon any holders of
Preferred Stock or any other series or class of stock as set forth in
this Certificate of Incorporation (excluding Common Stock), upon
dissolution, the holders of Common Stock then outstanding shall be
entitled to receive the net assets of the Corporation. Such net assets
shall be divided among and paid to the holders of Common Stock, on a
pro-rata basis, according to the number of shares of Common Stock held
by them. Subject to any rights that may be conferred upon any holders
of Preferred Stock or any other series or class of stock as set forth
in this Certificate of Incorporation (excluding Common Stock), the
holders of shares of Common Stock shall be entitled to receive, when
and if declared by the Board of Directors, out of the assets of the
Corporation which are by law available therefor, dividends payable
either in cash, in stock or otherwise.
FIFTH: The Corporation is to have perpetual existence.
SIXTH:
A. Subject to the rights of the holders of any series of
Preferred Stock or any other series or class of stock as set forth in
this Certificate of Incorporation (excluding Common Stock) to elect
additional directors under specified circumstances, the number of
directors of the Corporation shall be fixed, and may be increased or
decreased from time to time, in such a manner as may be prescribed by
the By-laws of the Corporation.
B. Unless and except to the extent that the By-laws of the
Corporation shall so require, the election of directors of the
Corporation need not be by written ballot.
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C. Directors shall be elected and hold such terms of office as
provided in the By-laws of the Corporation.
D. Advance notice of stockholder nominations for the election
of directors and advance notice of other stockholder action proposed to
be taken at a stockholder's meeting shall be given in the manner
provided in the By-laws of the Corporation.
E. Subject to the rights of the holders of any Preferred Stock
or any other series or class of stock (excluding Common Stock) set
forth in the Certificate of Incorporation, a special meeting of the
stockholders shall be called only by the secretary of the Corporation
at the request of (i) a majority of the total number of directors which
the Corporation at the time would have if there were no vacancies or
(ii) by any person authorized by the Board of Directors (through a vote
of a majority of the total number of directors which the Corporation at
the time would have if there were no vacancies) to call a special
meeting. Notwithstanding the foregoing, stockholders shall have no
right to call a special meeting of stockholders.
F. Subject to the rights of the holders of any series of
Preferred Stock or any other series or class of stock (excluding Common
Stock) set forth in the Certificate of Incorporation to elect
additional directors under specified circumstances or to consent to
specific actions taken by the Corporation, any action required or
permitted to be taken by the stockholders of the Corporation must be
taken at an annual or special meeting of the stockholders and may not
be taken by any consent in writing by such stockholders.
G. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of
shares representing at least 66-2/3% of the voting power of the then
outstanding voting stock of the Corporation entitled to vote in
elections of directors generally, voting together as a single class,
shall be required to amend, repeal or adopt any provisions inconsistent
with this Article SIXTH.
SEVENTH: The Board of Directors shall have the power, in addition to
the stockholders, to make, alter, or repeal the By-laws of the Corporation.
EIGHTH: A director of the Corporation shall not be liable to the
Corporation 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 the Corporation 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 GCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Corporation shall, to the fullest extent permitted by section 145
of the DGCL, as the same may be amended and supplemented, indemnify each
director and officer of the Corporation from and against any and all expenses,
liabilities or other matters referred to in or covered by said section and the
indemnification provided for herein shall not be deemed exclusive of any other
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rights to which those indemnified may be entitled under any by-laws, agreement,
vote of stockholders, vote of disinterested directors or otherwise, and shall
continue as to a person who has ceased to be a director of officer and shall
inure to the benefit of heirs, executors and administrators of such persons and
the Corporation may purchase and maintain insurance on behalf of any director or
officer to the extent permitted by section 145 of the DGCL.
Neither the amendment nor repeal of this Article EIGHTH, nor the
adoption of any provision of this Certificate of Incorporation inconsistent with
this Article EIGHTH, shall eliminate or reduce the effect of this Article EIGHTH
in respect of any matter occurring, or any cause of action, suit or claim that,
but for this Article EIGHTH, would accrue or arise, prior to such amendment,
repeal or adoption of an inconsistent provision.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders are granted subject to this reservation.
4. This Restated Certificate of Incorporation was duly adopted by the
Board of Directors and approved by the stockholders in accordance with Section
245 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, said Jefferies Group, Inc. has caused this
Certificate to be signed by the duly authorized officer below on this 30th day
of April, 1999.
JEFFERIES GROUP, INC.
By: /s/ JERRY M. GLUCK
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Name: Jerry M. Gluck
Title: Secretary
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