As filed with the Securities and Exchange Commission on January 29, 1997.
Registration No.
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
DONALDSON, LUFKIN & JENRETTE, INC.
(Exact name of issuer as specified in its charter)
Delaware 13-1898818
(State or other jurisdiction of (I.R.S. Employer
Incorporation) Identification Number)
277 Park Avenue
New York, New York 10172
(Address of principal executive offices) (Zip Code)
______________________
DONALDSON, LUFKIN & JENRETTE, INC. 1995 STOCK OPTION PLAN
DONALDSON, LUFKIN & JENRETTE, INC. 1996 STOCK OPTION PLAN
DONALDSON, LUFKIN & JENRETTE, INC. RESTRICTED STOCK UNIT PLAN
DONALDSON, LUFKIN & JENRETTE, INC. 1996 INCENTIVE COMPENSATION PLAN
DONALDSON, LUFKIN & JENRETTE, INC. 1996 NON-EMPLOYEE
DIRECTORS STOCK PLAN
(Full title of the plans)
______________________
MICHAEL A. BOYD
Senior Vice President and General Counsel
DONALDSON, LUFKIN & JENRETTE, INC.
277 Park Avenue
New York, New York 10172
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
212-892-3000
______________________
CALCULATION OF REGISTRATION FEE
==========================================================================
Proposed Proposed
Title of maximum maximum
security Amount offering aggregate Amount of
being being price per offering registration
registered registered(1) share (2) price (2) fee
________________________________________________________________________
Common Stock 31,937,676 $36.32 $1,159,976,393 $399,992
($0.10 par value) Shares
________________________________________________________________________
(1) Plus an indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) The 31,937,676 shares are issuable under the Issuer's 1995 and 1996
Stock Option Plans, 1995 Restricted Stock Unit Plan, 1996 Incentive
Compensation Plan and 1996 Non-Employee Directors Stock Plan. The
proposed maximum aggregate offering price is based upon the average
sales price on the New York Stock Exchange on January 27, 1997.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Donaldson, Lufkin & Jenrette, Inc. (the "Company") hereby
incorporates, or will be deemed to have incorporated, herein by reference the
following documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1995;
(3) The description of the Company's Common Stock contained in the
Company's most recent Exchange Act registration statement, including any
amendment thereto or report filed for the purpose of updating such
description; and
(4) All documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Reference is made to Section 102(b)(7) of the Delaware Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty,
except (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) pursuant
to Section 174 of the DGCL (providing for liability of directors for the
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit.
Section 145 of the DGCL empowers the Company to indemnify, subject
to the standards set forth therein, any person in connection with any action,
suit or proceeding brought before or threatened by reason of the fact that the
person was a director, officer, employee or agent of such company, or is or
was serving as such with respect to another entity at the request of such
company. The DGCL also provides that the Company may purchase insurance on
behalf of any such director, officer, employee or agent.
The Company's Certificate of Incorporation provides in effect for
the indemnification by the Company of each director and officer of the Company
to the fullest extent permitted by applicable law.
EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement.
Exhibit
No. Exhibit
------- -------
5 Opinion of Davis Polk & Wardwell
(legality)
23.1 Consent of KPMG Peat Marwick LLP, independent
auditors
23.2 Consent of Davis Polk & Wardwell
(included in Exhibit 5)
24 Power of Attorney
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:
(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 and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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 registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York, on
January 29, 1997.
DONALDSON, LUFKIN & JENRETTE, INC.
By *
--------------------------------
John S. Chalsty, Chairman
and Chief Executive Officer
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 date indicated.
Signature Title Date
--------- ----- ----
* Chairman, Chief January 29, 1997
- --------------------- Executive Officer
John S. Chalsty and Director
* President, Chief January 29, 1997
- --------------------- Operating Officer
Joe L. Roby and Director
* Vice Chairman January 29, 1997
- --------------------- and Director
Carl B. Menges
* Executive January 29, 1997
- --------------------- Vice President,
Anthony F. Daddino Chief Financial
Officer
and Director
* Chairman, Financial January 29, 1997
- --------------------- Services Group
Richard S. Pechter and Director
* Chairman, Capital January 29, 1997
- --------------------- Markets Group
Theodore P. Shen and Director
* Chairman, Banking January 29, 1997
- --------------------- Group
Hamilton E. James and Director
* Senior Vice President January 29, 1997
- --------------------- and Chief
Michael M. Bendik Accounting Officer
* Director January 29, 1997
- ---------------------
Claude Bebear
* Director January 29, 1997
- ---------------------
Henri de Castries
* Director January 29, 1997
- ---------------------
Jerry M. de St. Paer
* Director January 29, 1997
- ---------------------
Kevin C. Dolan
* Director January 29, 1997
- ---------------------
Louis Harris
* Director January 29, 1997
- ---------------------
Henri G. Hottinguer
* Director January 29, 1997
- ---------------------
W. Edwin Jarmain
* Director January 29, 1997
- ---------------------
Francis Jungers
* Director January 29, 1997
- ---------------------
Joseph J. Melone
* Director January 29, 1997
- ---------------------
W.J. Sanders
* Director January 29, 1997
- ---------------------
John C. West
*By /s/ Thomas E. Siegler
--------------------------------
(Thomas E. Siegler,
Attorney-in-fact)
EXHIBIT 5
[LETTERHEAD DAVIS POLK & WARDWELL]
January 29, 1997
Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, N.Y. 10172
Dear Sirs:
We are acting as special counsel for Donaldson, Lufkin & Jenrette,
Inc. in connection with the filing of a Registration Statement (the
"Registration Statement") on Form S-8 under the Securities Act of 1933, as
amended, relating to 31,937,676 shares of common stock, par value $0.10 per
share (the "Common Stock"), deliverable in accordance with the Donaldson,
Lufkin & Jenrette, Inc. 1995 and 1996 Stock Option Plans, 1995 Restricted
Stock Unit Plan, 1996 Incentive Compensation Plan and 1996 Non-Employee
Directors Stock Plan as referred to in such Form S-8 (the "Plans").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments relating to the
adoption and amendment of the Plans as we have deemed necessary or advisable
for the purposes of this Opinion.
Upon the basis of the foregoing, we are of the opinion that the
Common Stock deliverable pursuant to the Plans, when delivered in accordance
with the Plans will be duly authorized, validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Shareholders
Donaldson, Lufkin & Jenrette, Inc.:
We consent to the incorporation herein by reference of our report
dated February 2, 1996 which is included in the December 31, 1995 annual
report on Form 10-K of Donaldson, Lufkin & Jenrette, Inc., also
incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
New York, New York
January 29, 1997
EXHIBIT 24.1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints Michael A. Boyd and Thomas E. Siegler
and each of them, our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, to do any and all acts and things
and execute, in the name of the undersigned, any and all instruments which
said attorneys-in-fact and agents may deem necessary or advisable in order to
enable Donaldson, Lufkin & Jenrette, Inc. to comply with the Securities Act of
1933 and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing with the Securities and Exchange
Commission of the registration statement on Form S-8 under the Securities Act
of 1933, including specifically but without limitation, power and authority to
sign the name of the undersigned to such registration statement, and any
amendments to such registration statement (including post-effective
amendments), and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, to sign any and all applications, registration statements, notices
or other documents necessary or advisable to comply with applicable state
securities laws, and to file the same, together with other documents in
connection therewith with the appropriate state securities authorities,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and any of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
WITNESS our hands on this 13th day of November, 1996.
/s/ John S. Chalsty Chairman, Chief
- ------------------------ Executive Officer
John S. Chalsty and Director
/s/ Joe L. Roby President, Chief
- ------------------------ Operating Officer
Joe L. Roby and Director
/s/ Carl B. Menges Vice Chairman
- ------------------------ and Director
Carl B. Menges
/s/ Anthony F. Daddino Executive
- ------------------------ Vice President,
Anthony F. Daddino Chief Financial Officer
and Director
/s/ Richard S. Pechter Chairman, Financial
- ------------------------ Services Group
Richard S. Pechter and Director
/s/ Theodore P. Shen Chairman, Capital
- ------------------------ Markets Group
and Director
/s/ Hamilton E. James Chairman, Banking Group
- ------------------------ and Director
Hamilton E. James
/s/ Michael M. Bendik Senior Vice President
- ------------------------ and Chief Accounting
Michael M. Bendik Officer
/s/ Claude Bebear Director
- ------------------------
Claude Bebear
/s/ Henri de Castries Director
- ------------------------
Henri de Castries
/s/ Jerry M. de St. Paer Director
- ------------------------
Jerry M. de St. Paer
/s/ Kevin C. Dolan Director
- ------------------------
Kevin C. Dolan
/s/ Louis Harris Director
- ------------------------
Louis Harris
/s/ Henri G. Hottinguer Director
- ------------------------
Henri G. Hottinguer
/s/ W. Edwin Jarmain Director
- ------------------------
W. Edwin Jarmain
/s/ Francis Jungers Director
- ------------------------
Francis Jungers
/s/ Joseph J. Melone Director
- ------------------------
Joseph J. Melone
/s/ W.J. Sanders Director
- ------------------------
W.J. Sanders
/s/ John C. West Director
- ------------------------
John C. West
