As filed with the Securities and Exchange Commission on October 14, 1998.
Registration No. [ ]
==============================================================================
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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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)
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PROFIT SHARING PLAN FOR EMPLOYEES OF
DONALDSON, LUFKIN & JENRETTE, INC.
(Full title of the plan)
--------------------
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
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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 3,000,000 $22.875 $68,625,000 $20,244.38
($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. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, as amended, this registration
statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan referenced above.
(2) The 3,000,000 shares are deliverable under the Profit Sharing Plan for
Employees of Donaldson, Lufkin & Jenrette, Inc. The proposed maximum
aggregate offering price is based upon the average sales price on the
New York Stock Exchange on October 8, 1998.
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, 1997;
(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, 1997;
(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 Retirement
Committee of the Profit Sharing Plan for Employees of Donaldson, Lufkin &
Jenrette, Inc. has duly caused this registration statement to be signed by the
undersigned thereunto duly authorized.
PROFIT SHARING PLAN
FOR EMPLOYEES OF
DONALDSON, LUFKIN & JENRETTE, INC.
By /s/ Gerald B. Rigg
----------------------------------
Gerald B. Rigg, a member of the
Retirement Committee
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 October 14, 1998.
DONALDSON, LUFKIN & JENRETTE, INC.
By *
----------------------------------
John S. Chalsty, Chairman
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, and October 14, 1998
- ---------------------------- Director
John S. Chalsty
* President, Chief October 14, 1998
- ---------------------------- Executive Officer
Joe L. Roby and Director
* Executive October 14, 1998
- ---------------------------- Vice President,
Anthony F. Daddino Chief Financial Officer
and Director
* Chairman, Banking Group October 14, 1998
- ---------------------------- and Director
Hamilton E. James
* Chairman, Financial October 14, 1998
- ---------------------------- Services Group
Richard S. Pechter and Director
* Chairman, Capital October 14, 1998
- ---------------------------- Markets Group
Theodore P. Shen and Director
* Senior Vice President October 14, 1998
- ---------------------------- and Chief Accounting
Michael M. Bendik Officer
* Director October 14, 1998
- ----------------------------
Henri de Castries
* Director October 14, 1998
- ----------------------------
Denis Duverne
* Director October 14, 1998
- ----------------------------
Louis Harris
* Director October 14, 1998
- ----------------------------
Michael Hegarty
* Director October 14, 1998
- ----------------------------
Henri G. Hottinguer
* Director October 14, 1998
- ----------------------------
W. Edwin Jarmain
* Director October 14, 1998
- ----------------------------
Francis Jungers
* Director October 14, 1998
- ----------------------------
Edward D. Miller
* Director October 14, 1998
- ----------------------------
W.J. Sanders
* Director October 14, 1998
- ----------------------------
Stanley B. Tulin
* Director October 14, 1998
- ----------------------------
John C. West
*By
- ----------------------------
(Michael A. Boyd,
Attorney-in-fact)
EXHIBIT 5
DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, N.Y. 10017
212-450-4000
October 14, 1998
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 3,000,000 shares of common stock, par value $0.10 per share (the "Common
Stock"), deliverable in accordance with the Profit Sharing Plan for Employees
of Donaldson, Lufkin & Jenrette, Inc. as referred to in such Form S-8 (the
"Plan").
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 Plan 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 Plan, when delivered in accordance with the
Plan 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
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The Board of Directors and Shareholders
Donaldson, Lufkin & Jenrette, Inc.:
We consent to incorporation herein by reference of our report dated February 2,
1998 which is included in the December 31, 1997 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
October 14, 1998
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 Majorie S. White 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 14th day of October, 1998.
/s/ John S. Chalsty Chairman, and
- ----------------------- and Director
John S. Chalsty
/s/ Joe L. Roby President, Chief
- ----------------------- Executive Officer
Joe L. Roby and Director
/s/ Anthony F. Daddino Executive
- ----------------------- Vice President,
Anthony F. Daddino Chief Financial Officer
and Director
/s/ Hamilton E. James Chairman, Banking Group
- ----------------------- and Director
Hamilton E. James
/s/ Richard S. Pechter Chairman, Financial
- ----------------------- Services Group
Richard S. Pechter and Director
/s/ Theodore P. Shen Chairman, Capital
- ----------------------- Markets Group
Theodore P. Shen and Director
/s/ Michael M. Bendik Senior Vice President
- ----------------------- and Chief Accounting
Michael M. Bendik Officer
/s/ Henri de Castries Director
- -----------------------
Henri de Castries
/s/ Denis Duverne Director
- -----------------------
Denis Duverne
/s/ Louis Harris Director
- -----------------------
Louis Harris
/s/ Michael Hegarty Director
- -----------------------
Michael Hegarty
/s/ Henri G. Hottinguer Director
- -----------------------
Henri G. Hottinguer
/s/ W. Edwin Jarmain Director
- -----------------------
W. Edwin Jarmain
/s/ Francis Jungers Director
- -----------------------
Francis Jungers
/s/ Edward D. Miller Director
- -----------------------
Edward D. Miller
/s/ W.J. Sanders Director
- -----------------------
W.J. Sanders
/s/ Stanley B. Tulin Director
- -----------------------
Stanley B. Tulin
/s/ John C. West Director
- -----------------------
John C. West
