As filed with the Securities and Exchange Commission on [ ], 1999.
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.
DLJdirect 1999 INCENTIVE COMPENSATION PLAN
(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
----------------------
<PAGE>
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
- --------------------------------------------------------------------------------
DLJdirect
Common Stock $6,019,550 $20.00 $120,391,000 $33,468.70
($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 6,019,550 shares are deliverable under the Donaldson, Lufkin &
Jenrette, Inc. DLJdirect 1999 Incentive Compensation Plan. The proposed
maximum aggregate offering price is based upon the option price of stock
options granted on May 26, 1999, the date of the public offering of
shares of DLJdirect.
2
<PAGE>
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, 1998;
(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, 1998;
(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.
3
<PAGE>
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.
4
<PAGE>
(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.
5
<PAGE>
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 May 25, 1999.
DONALDSON, LUFKIN & JENRETTE, INC.
By *
------------------------------------
Joe L Roby, President 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
- --------- ----- ----
* President, Chief May 25, 1999
- ---------------------- Executive Officer
Joe L. Roby and Director
* Chairman, and May 25, 1999
- ---------------------- Director
John S. Chalsty
* Executive May 25, 1999
- ---------------------- Vice President,
Anthony F. Daddino Chief Financial Officer
and Director
*
- ---------------------- Director May 25, 1999
David DeLucia
* Chairman, Banking Group May 25, 1999
- ---------------------- and Director
Hamilton E. James
6
<PAGE>
* Chairman, Financial May 25, 1999
- ---------------------- Services Group
Richard S. Pechter and Director
*
- ---------------------- Director May 25, 1999
Stuart M. Robbins
* Senior Vice President May 25, 1999
- ---------------------- and Chief Accounting
Michael M. Bendik Officer
*
- ---------------------- Director May 25, 1999
Henri de Castries
*
- ---------------------- Director May 25, 1999
Denis Duverne
*
- ---------------------- Director May 25, 1999
Jane Mack Gould
*
- ---------------------- Director May 25, 1999
Louis Harris
*
- ---------------------- Director May 25, 1999
Michael Hegarty
*
- ---------------------- Director May 25, 1999
Henri G. Hottinguer
7
<PAGE>
*
- ---------------------- Director May 25, 1999
W. Edwin Jarmain
*
- ---------------------- Director May 25, 1999
Francis Jungers
*
- ---------------------- Director May 25, 1999
Edward D. Miller
*
- ---------------------- Director May 25, 1999
W.J. Sanders
*
- ---------------------- Director May 25, 1999
Stanley B. Tulin
*
- ---------------------- Director May 25, 1999
John C. West
*By /s/ Marjorie S. White
--------------------------------
(Marjorie S. White,
Attorney-in-fact)
8
<PAGE>
EXHIBIT 5
9
DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, NY 10017
May 25, 1999
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 6,019,550 shares of DLJdirect common stock, par value $0.10 per share (the
"Common Stock"), deliverable in accordance with the Donaldson, Lufkin &
Jenrette, Inc. DLJdirect 1999 Incentive Compensation Plan 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 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
10
<PAGE>
EXHIBIT 23.1
11
Consent of Independent Certified Public Accountants
---------------------------------------------------
The Board of Directors and Shareholders
Donaldson, Lufkin & Jenrette, Inc.:
We consent to incorporation herein by reference of our report dated February 2,
1999, except as to footnote 19 which is as of March 17, 1999, which is included
in the December 31, 1998 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
May 26, 1999
12
<PAGE>
EXHIBIT 24.1
13
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 Marjorie 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 20th day of May, 1999.
/s/ Joe L. Roby President, Chief
- ------------------------- Executive Officer
Joe L. Roby and Director
/s/ John S. Chalsty Chairman, and
- ------------------------- and Director
John S. Chalsty
/s/ Anthony F. Daddino Executive
- ------------------------- Vice President,
Anthony F. Daddino Chief Financial Officer
and Director
/s/ David DeLucia Director
- -------------------------
David DeLucia
14
<PAGE>
/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/ Stuart M. Robbins Director
- -------------------------
Stuart M. Robbins
/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/ Jane Mack Gould Director
- -------------------------
Jane Mack Gould
/s/ Louis Harris Director
- -------------------------
Louis Harris
/s/ Michael Hegarty Director
- -------------------------
Michael Hegarty
/s/ Henri G. Hottinguer Director
- -------------------------
Henri G. Hottinguer
15
<PAGE>
/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
16
<PAGE>
