<PAGE>
As filed with the Securities and Exchange Commission on April 29, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
Registration Statement
Under the
Securities Act of 1933
-------------
FRANKLIN RESOURCES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 13-2670991
-------------------------------------- ----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
777 Mariners Island Blvd.,
San Mateo, CA 94404
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(Address, Including Zip Code, of Principal Executive Offices)
FRANKLIN RESOURCES, INC.
UNITED KINGDOM STOCK OPTION PLAN #1
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(Full Title of Plan)
Leslie M. Kratter, Esq.
Vice President and Assistant Secretary
Franklin Resources, Inc.
777 Mariners Island Blvd.,
San Mateo, California 94404
(415) 312-3000
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(Name and Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
-------------------------
Copies to:
Jeffrey E. Tabak, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
-------------------------
CALCULATION OF REGISTRATION FEE
==========================================================================
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Share(2) Price(2) Registration Fee(2)
<S> <C> <C> <C> <C>
Common Stock, par value $0.10 per 122,754 $13.45 - $20.63 $2,074,809.12 $715.46
share
<FN>
(1) Plus such indeterminate number of shares pursuant to Rule 416 as may be issued in respect of stock splits, stock
dividends and similar transactions.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed maximum aggregate offering price and the
registration fee are based upon the basis of the price at which the options may be exercised (converted from U.K. Pounds,
based upon the exchange rate on April 27, 1994).
</TABLE>
==========================================================================
<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to Rule 428(b) under the Securities Act of 1933, as
amended (the "Act"), information has been distributed to participants
of Franklin Resources, Inc.'s United Kingdom Stock Option Plan #1 (the
"Plan") relating to such Plan. Such information, together with the
documents incorporated by reference herein pursuant to Item 3 of Part
II below, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Franklin Resources, Inc. (the
"Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference: (i) the Company's
Annual Report on Form 10-K for the fiscal year ended September 30,
1993; (ii) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1993; and (iii) the Company's Current
Reports on Form 8-K dated April 14, 1994 and April 28, 1994. The
description of the Company's common stock, which is registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as set forth under the caption "Description of
Capital Stock" contained in the Company's Registration Statements on
Form 8-A, filed November 6, 1986 and January 9, 1987, respectively,
with the Commission, including any amendment or report filed for the
purpose of updating such description, is also hereby incorporated
herein by reference.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective
amendment indicating that all securities offered hereby have been sold
or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
is applicable to the officers, directors, employees and agents of the
Company ("Covered Persons") and provides certain specific statutory
rights and limitations on indemnification to persons involved as
plaintiff or defendant in actual or threatened litigation or an
investigation by reason of the status of such person as an officer,
director, employee or agent of a corporation. Indemnification of
Covered Persons for judgments or amounts paid in settlement in civil
cases, including attorneys' fees and other expenses is permitted,
provided such action or civil case is not brought by or
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<PAGE>
in the right of the corporation. In such instance, a Covered Person
-------------------------------
seeking indemnification must have acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of
the corporation in respect of the claim; or, in addition, in the case
where a Covered Person is seeking indemnification for fines and costs
in a criminal action, such Covered Person did not have reasonable
cause to believe his conduct was unlawful.
Indemnification of a Covered Person for expenses, including
attorneys' fees, in connection with actions brought by or in the right
------------
of the corporation is also permitted but only where such Covered
------------------
Person shall not have been adjudged to be liable to the Company unless
a court determines that despite such finding of liability,
indemnification for such expenses is proper in view of all the
circumstances of the matter.
The DGCL requires that a corporation indemnify a Covered Person
to the extent such Covered Person has been successful on the merits in
connection with any action described therein, provides procedures for
determining the merits of indemnification by the corporation and
permits an unsecured advance of expenses prior to such determination
upon a repayment undertaking by the Covered Person if such person is
not entitled to be so indemnified.
The above provisions are non-exclusive and indemnification is
also permitted by law, agreement, vote of stockholders or
disinterested directors or otherwise. In addition, the DGCL permits
the procurement of officers and directors liability insurance by a
corporation to insure against various liabilities even if
indemnification of such liability may not otherwise be permitted.
In addition to the above described provisions, the Company's
certificate of incorporation eliminates liability for breach of
fiduciary duty, except: (i) for a breach of the duty of loyalty, (ii)
for failure to act in good faith, (iii) for intentional misconduct or
knowing violation of law, (iv) for violations of Section 174 of the
DGCL or (v) for any transaction from which the director derived an
improper personal benefit. Section 174 of the DGCL provides that
directors shall, under certain circumstances, be jointly and severally
liable for willful or negligent violations of Sections 160 and 173 of
the DGCL. Section 160 of the DGCL imposes certain requirements with
respect to stock repurchases and redemptions, and Section 174 imposes
certain requirements with respect to dividends.
The Company's by-laws also provide that directors and certain
other personnel of the Company shall be indemnified against expenses
and certain other liabilities arising out of legal actions brought or
threatened against them for their conduct on behalf of the Company
provided that each such person acted in good faith and in a manner he
reasonably believed was in the Company's best interests.
Indemnification by the Company under the by-laws is available in a
criminal action only if such person had no reasonable cause to believe
that his conduct was unlawful. Detailed procedures are set forth in
the by-laws for the implementation of any such indemnification.
The Company has also entered into indemnification agreements (the
"Indemnification Agreements") with its directors, some of whom are
also executive officers (the "Indemnified Persons") which provide for
the prompt indemnification "to the fullest extent permitted by law,"
and the prompt advancing, of attorneys' fees and all other costs,
expenses and obligations (collectively, "Expenses") paid or incurred
by the Indemnified Person in connection with the investigation,
defending, being a witness or otherwise participating in any
threatened, pending or completed action, suit or proceeding, or any
inquiry or investigation that the Indemnified Person in good faith
believes might lead to the institution of any such action, suit or
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proceeding (any of the foregoing, a "Claim") related to the fact that
the Indemnified Person is or was a director, officer, employee, agent
or fiduciary of the Company or is or was serving at the request of the
Company as a director, officer, employee, trustee, agent or fiduciary
of another corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise, or by reason of anything done or not
done by a director in any such capacity. However, the Indemnification
Agreements prohibit such indemnification (i) in connection with any
Claim
<PAGE>
<PAGE>
initiated by the Indemnified Person against the Company or any
director or officer of the Company when the Company has joined in or
consented to such Claim, or (ii) if the Board of Directors or other
person or body appointed by the Board of Directors (the "Reviewing
Party") determines that such indemnification is not permitted under
applicable law (and, in the event of such determination, requires the
Indemnified Person to reimburse the Company for all amounts
theretofore paid in respect of such indemnification.)
The Indemnification Agreements also provide: (i) that the
Indemnified Person is entitled to indemnification for Expenses to the
extent he is successful in defending any Claim, whether on the merits
or otherwise, and to partial indemnification if he is entitled to
indemnification for some, but not all, of such Expenses, (ii) a
mechanism through which the Indemnified Person may seek court relief
if the Reviewing Party determines that the Indemnified Person would
not be permitted to be indemnified under applicable law (and therefore
is not entitled to indemnification under the Indemnification
Agreements), (iii) that the Indemnified Person is entitled to
indemnification against all Expenses incurred in seeking to collect an
indemnity claim from the Company or in seeking to recover under a
directors' and officers' liability insurance policy and (iv) that the
Company has the burden of proving that the Indemnified Person is not
entitled to indemnification in any particular case and that the
termination of any Claim by judgment, order, settlement or conviction
shall not create a presumption that the indemnification is not
permitted by applicable law.
The Indemnification Agreements provide that in the event of a
change in control of the Company, the Company will seek legal advice
from special, independent counsel selected by the Indemnified Person
and approved by the Company with respect to matters thereafter arising
concerning rights of the Indemnified Person under the Indemnification
Agreements. Additionally, such agreements provide that in the event
of a potential change in control, the Company will, upon written
request of the Indemnified Person, create and fund a trust to satisfy
expenses incurred in connection with a claim relating to an
indemnifiable event. The Company is not currently, nor does it expect
to be, subject to a change in control.
The rights of the Indemnified Persons under the Indemnification
Agreements will not be exclusive of any rights they may have under the
DGCL, directors' and officers' liability insurance, the Company's by-
laws, or otherwise; however, the Indemnification Agreements will not
permit double payment. The Indemnification Agreements, while not
requiring that the Company maintain directors' and officers' liability
insurance, do require that the Indemnified Person be provided with
full coverage under any policy or policies actually obtained.
Additionally, the Indemnification Agreements provide that if the
Company pays an Indemnified Person pursuant to the Indemnification
Agreements, the Company will be subrogated to the Indemnified Person's
rights to recover from their parties.
To the extent that the Board of Directors or the stockholders of
the Company may in the future wish to limit or repeal the ability of
the Company to indemnify directors or other persons, such repeal or
limitation will not affect the indemnification of the Indemnified
Persons under the Indemnification Agreements referred to above, since
their rights to full protection are contractually assured by the
Indemnification Agreements.
The Company has purchased an insurance policy indemnifying its
officers and directors and the officers and directors of its
subsidiaries against claims and liabilities (with stated exceptions)
to which they may become subject by reason of their positions with the
Company as directors and officers.
The Company has been advised that the Commission has taken the
position that, insofar as indemnification by a registrant for
II-
<PAGE>
liabilities arising under the Securities Act may be provided for
directors, officers and controlling persons of the Company pursuant to
the foregoing agreements or provisions, such indemnification is
against public policy as expressed in the Securities Act and,
therefore, is unenforceable. If a claim for indemnification for any
liability arising under the Securities Act is asserted against the
Company by a director, officer or controlling person, the Company,
unless in the opinion of counsel for the Company the question has
theretofore been decided by controlling precedent will, before making
such indemnification, submit
<PAGE>
<PAGE>
to a court of competent jurisdiction the question whether such
indemnification by it is unenforceable as being against public policy
as expressed in the Securities Act, and will be governed by the final
adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) -- Certificate of Incorporation of the Registrant,
filed as Exhibit 1 to the Company's Registration
Statement on Form 10 (File No. 0-6952).*
4(b) -- Amended and Restated By-laws of the Registrant,
filed as Exhibit 3 to the Company's Registration
Statement on Form 10 (File No. 0-6952).*
4(c) -- Franklin Resources, Inc. United Kingdom Stock
Option Plan #1.
4(d) -- Form of Stock Option Grant Agreement, to be entered
into between the Company and individual
participants of the Plan.
5 -- Opinion and Consent of Weil, Gotshal & Manges.
23(a) -- Consent of Coopers & Lybrand.
23(b) -- Consent of Weil, Gotshal & Manges (included in
Exhibit 5).
24 -- Power of Attorney (included in the signature pages
to the Registration Statement).
-------------
* Incorporated by Reference.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) 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;
(ii) to reflect in the Prospectus any facts or
events arising after the effective date of this 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 this
Registration Statement;
II-
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<PAGE>
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (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 pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(b) 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.
(c) To remove from registration by means of a post-
effective amendment any of the Securities being registered hereby
which remain unsold at the termination of the offering.
(d) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 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 herein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(e) 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
provisions referred to in Item 15 of this registration statement,
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 such 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 hereby, 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 such Act and will be governed by the final
adjudication of such issue.
II-
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant hereby 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
San Mateo, State of California, on the 29th day of April, 1994.
FRANKLIN RESOURCES, INC.
By: /s/ Leslie M. Kratter
----------------------------
Leslie M. Kratter
Vice President and Assistant
Secretary
The undersigned officers and directors of Franklin Resources,
Inc., hereby severally constitute Harmon E. Burns and Leslie M.
Kratter, and any of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our
name in the capacities indicated below, any and all amendments to this
Registration Statement on Form S-8 filed by Franklin Resources, Inc.
with the Securities and Exchange Commission, and generally to do all
such things in our name and behalf in such capacities to enable
Franklin Resources, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, and we hereby ratify and confirm
our signatures as they may be signed by our said attorneys, or any of
them, to any and all such amendments.
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.
/s/ Charles B. Johnson Chairman, President April 29, 1994
-----------------------
Charles B. Johnson and Chief Executive
Officer, Principal
Executive Officer
and Director
/s/ Harmon E. Burns Executive Vice President April 29, 1994
-----------------------
Harmon E. Burns Legal and Administrative,
Secretary and Director
/s/ Martin L. Flanagan Senior Vice President, April 29, 1994
-----------------------
Martin L. Flanagan Principal Financial Officer
and Principal Accounting
Officer
II-
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Rupert H. Johnson, Jr. Director April 29, 1994
--------------------------
Rupert H. Johnson, Jr.
/s/ Judson R. Grosvenor Director April 29, 1994
-----------------------
Judson R. Grosvenor
Senior Vice President
-----------------------
Charles E. Johnson and Director
Director
-----------------------
Harry O. Kline
Director
-----------------------
Louis E. Woodworth
Director
-----------------------
F. Warren Hellman
/s/ Peter M. Sacerdote Director April 29, 1994
-----------------------
Peter M. Sacerdote
II-
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Exhibit Index
-------------
Exhibit Description
Number
-------- -----------
4(a) Certificate of Incorporation of the Registrant, filed
as Exhibit 1 to the Company's Registration Statement on
Form 10 (File No. 0-6952).*
4(b) Amended and Restated By-Laws of the Registrant, filed
as Exhibit 3 to the Company's Registration Statement on
Form 10 (File No. 0-6952).*
4(c) Franklin Resources, Inc. United Kingdom Stock Option
Plan #1.
4(d) Form of Stock Option Grant Agreement, to be entered
into between the Company and individual participants of
the Plan.
5 Opinion and Consent of Weil, Gotshal & Manges.
23(a) Consent of Coopers & Lybrand.
23(b) Consent of Weil, Gotshal & Manges (included in Exhibit
5).
24 Power of Attorney (included in the signature pages to
the Registration Statement).
-----------------
* Incorporated by Reference.
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FRANKLIN RESOURCES, INC.
UNITED KINGDOM STOCK OPTION PLAN #1
1. Purpose of the Plan. The purposes of this United Kingdom
Stock Option Plan #1 are to promote the success of the
Company's business by attracting and retaining the best
available personnel for positions of substantial
responsibility with the Company's United Kingdom
Subsidiaries and to provide additional incentive to such
personnel.
2. Definitions. As used herein, the following definitions
shall apply:
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Common Stock" shall mean the Common Stock,
U.S.$.10 par value, of the Company.
(c) "Company" shall mean Franklin Resources, Inc., a
Delaware Corporation.
(d) "Committee" shall mean the Committee appointed by the
Board in accordance with paragraph (a) of Section 4
of the Plan, if one is appointed.
(e) "Continuous Status as an Employee" shall mean the
absence of any interruption or termination of
service as an employee of the Company or a
Subsidiary thereof. Such Continuous Status shall not
be considered interrupted in the case of sick leave,
military leave, or any other leave of absence
approved by the Board.
(f) "Disinterested Person" shall mean a person who, at
the time he or she acts with respect to the granting
of any Option, is not eligible, and within one year
prior thereto has not been eligible, to receive
stock, options to purchase stock, or any rights with
respect to stock, of the Company or any affiliated
company pursuant to this Plan.
(g) "Employee" shall mean any person, including
officers and directors, who is, at the time of the
grant of an Option hereunder, an employee of any
United Kingdom Subsidiary of the Company, which now
exists or is hereafter organized or is acquired by
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the Company. Thereafter, such Employee may accept
employment directly with the Company or a non United
Kingdom Subsidiary of the Company and retain his or
her status as an Employee hereunder. The payment of
a director's fee by the Company or a Subsidiary
thereof shall not be sufficient to constitute
"employment" by such United Kingdom Subsidiary
hereunder.
(h) "Option" shall mean a stock option granted pursuant
to the Plan.
(i) "Optioned Stock" shall mean the Common Stock subject
to an Option.
(j) "Optionee" shall mean an Employee of a United
Kingdom Subsidiary of the Company who initially
receives an Option hereunder.
(k) "Plan" shall mean this United Kingdom Stock Option
Plan #1.
(l) "Share" shall mean a share of the Common Stock, as
adjusted in accordance with Section 11 of the Plan.
(m) "Subsidiary" or "Subsidiaries" as used herein shall
mean majority owned Subsidiaries of the Company.
3. Stock Subject to the Plan. Subject to the provisions of
Section 11 of the Plan, as of November 1, 1992, the
maximum aggregate number of Shares which may be optioned
and sold under the Plan is one hundred thirty one
thousand (131,000) Shares of the Common Stock or the
number and kind of shares of stock or other securities
which shall be substituted for such Shares or to which
such Shares shall be adjusted as provided in Section 11.
The Shares may be authorized, but unissued, or reacquired
Common Stock.
4. Administration of the Plan.
(a) Procedure. The Plan shall be administered by the
Board. The Board may appoint a Committee consisting
of not less than three (3) members of the Board to
administer the Plan on behalf of the Board, subject
to such terms and conditions as the Board may
prescribe. Once appointed, the Committee shall
continue to serve until otherwise directed by the
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Board. From time to time the Board may increase the
size of the Committee and appoint additional members
thereof, remove members (with or without cause), and
appoint new members in substitution therefor, fill
vacancies however caused and remove all members of
the Committee, and thereafter directly administer
the Plan. No options shall be granted to the Board
pursuant to this Plan. As used in the Plan and in
any Option, the term "Board" shall refer to either
the Committee or the Board if no Committee is then
designated.
(b) Powers of the Board. Subject to the provisions of
the Plan, the Board shall have the authority, in its
discretion: (i) to determine the Employees to whom,
and the time or times at which, Options shall be
granted and the number of Shares to be represented
by each Option; (ii) to determine the exercise price
per share of Options to be granted; (iii) to
interpret the Plan; (iv) to prescribe, amend and
rescind rules and regulations relating to the Option
granted under the Plan (which need not be identical)
and, with the consent of the holder thereof, to
modify or amend each Option; (v) to accelerate or
defer (with the consent of the Optionee) the
exercise date of any Option; (vi) to authorize any
person to execute on behalf of the Company any
instrument required to effectuate the grant of an
Option previously granted by the Board; and (vii) to
make all other determinations deemed necessary or
advisable for the administration of the Plan,
including conforming the Plan with applicable laws
and regulations.
(c) Effect of Board's Decision. All decisions,
determinations and interpretations of the Board
shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.
5. Eligibility. Options may be granted hereunder only to
Employees of United Kingdom Subsidiaries of the Company.
Thereafter, such Employee may accept employment directly
with the Company or a non United Kingdom Subsidiary of
the Company and retain his or her status as an Employee
hereunder. Any person who files with the Board, in a
form satisfactory to the Board, a written waiver of
eligibility to receive Options under this Plan shall not
be eligible to receive any Option under this Plan for the
duration of such waiver.
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The Plan shall not confer upon any Optionee any right
with respect to continuation of employment by the Company
or any Subsidiary thereof, nor shall it interfere in any
way with his right or the Company or a Subsidiary's right
to terminate his employment at any time.
6. Term of Plan. The Plan shall become effective as of
November 1, 1992. It shall continue in effect until
October 31, 1999, unless sooner terminated under Section
14 of the Plan.
7. Term of Option. Notwithstanding any other provision
hereunder, or anything to the contrary contained in any
option agreement issued hereunder, the term of each
Option and all exercise rights thereunder shall not
exceed seven (7) years from the date of grant thereof.
8. Option Price and Consideration.
(a) The per Share Option price for the Shares to be
issued pursuant to an Option shall be such price as
is determined by the Board.
(b) The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the
method of payment, shall be determined by the Board
and shall consist entirely of cash to be paid upon
exercise of an Option unless, in the sole discretion
of the Board, other methods of payment for issuance
of Shares as may be permitted under applicable law
are authorized by the Board. The determination of
consideration shall be deemed to be such as may be
reasonably expected to benefit the Company under
applicable law.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. An
Option granted hereunder shall be exercisable at
such time and under such conditions as determined by
the Board, including performance criteria with
respect to the Company, a Subsidiary thereof and/or
the Optionee, and as shall be permissible under the
terms of the Plan. An Option may not be exercised
for a fraction of a Share.
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<PAGE>
An Option shall be deemed to be exercised when
written notice of such exercise has been given to
the Company in accordance with the terms of the
stock option agreement by the person entitled to
exercise the Option and full payment for the Shares
with respect to which the Option is exercised has
been received by the Company. Until the issuance,
which in no event will be delayed more than thirty
(30) days from the date of the exercise of the
Option, (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized
transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote
or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option.
No adjustment will be made for a dividend or other
right for which the record date is prior to the date
the stock certificate shall have been issued, except
as provided in Section 11 of the Plan.
Exercise of an Option in any manner shall result in
a decrease in the number of Shares which thereafter
may be available, both for purposes of the Plan and
for purchase under the Option, in the amount of the
number of Shares as to which the Option is
exercised.
(b) Termination of Continuous Employment Status By
Optionee. If an Optionee ceases to serve as an
employee of the Company or a Subsidiary thereof , he
may, but only within thirty (30) days (or such other
period of time not exceeding three (3) months as is
determined by the Board) after the date he ceases to
so serve , exercise his Option to the extent that he
was entitled to exercise it at the date of such
termination. To the extent that he was not entitled
to exercise the Option at the date of such
termination, or if he does not exercise an Option
(which he was entitled to exercise) within the time
specified herein, the Option shall terminate.
(c) Disability of Optionee. Notwithstanding the
provisions of Section 9(b) above, in the event such
Optionee is unable to continue his employment as
provided for hereunder, as a result of his total and
permanent disability (as determined by the insurers
in accordance with the long term disability
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<PAGE>
insurance policy applicable to such Optionee), he
may, but only within three (3) months (or such other
period of time not exceeding twelve (12) months as
is determined by the Board) from the date of
disability, exercise his Option in full even if the
right to exercise shall not have otherwise accrued
at the date of such disability. If such Optionee
does not exercise such Option (which he was entitled
to exercise hereunder) within the time specified
herein, the Option shall terminate. Notwithstanding
any of the foregoing, the actual date of exercise
shall in no event be later than the expiration of
the term of the Option.
(d) Death of Optionee. In the event of the death,
during the term of the Option, of an Optionee:
(i) who is at the time of his death an employee of
the Company or a Subsidiary thereof and who
shall have been in Continuous Status as an
Employee since the date of grant of the Option,
the Option may be exercised, at any time
determined by the Board, not in excess of
twelve (12) months following his death by the
Optionee's estate or by a person who acquired
the right to exercise the Option by bequest or
inheritance, as the case may be, even if the
right to exercise shall not have otherwise
accrued at the date of death; provided,
however, that the actual date of exercise shall
in no event be later than the expiration of the
term of the Option;
(ii) within one month after the termination of
Continuous Status as an Employee, the Option
may be exercised, at any time determined by the
Board, not in excess of twelve (12) months
following the date of termination of Continuous
Status as an Employee, by the Optionee's
estate or by a person who acquired the right to
exercise the Option by bequest or inheritance,
as the case may be, even if the right to
exercise had not otherwise accrued at the date
of termination, provided that the actual date
of exercise shall in no event be later than the
expiration of the term of the Option.
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<PAGE>
10. Non-transferability of Options. An Option may not be
sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the
laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the
Optionee.
11. Adjustments Upon Changes in Capitalization or Merger.
Subject to any required action by the shareholders of the
Company, the number of Shares of Common Stock covered by
each outstanding Option, as well as the price per Share
of Common Stock covered by each such outstanding Option,
shall be proportionately adjusted for any increase or
decrease in the number of issued Shares of Common Stock
resulting from a stock split or the payment of a stock
dividend (but only on the Common Stock) or any other
increase or decrease in the number of such Shares of
Common Stock effected without receipt of consideration by
the Company in order to provide comparable rights to
Optionees after such adjustment; provided, however, that
conversion of any convertible securities of the Company
shall not be deemed to have been "effected without
receipt of consideration". Such adjustment shall be made
by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly
provided herein, no issue by the Company of Shares of
stock of any class, or securities convertible into Shares
of stock of any class, shall affect, and no adjustment by
reason thereof shall be made with respect to, the number
or price of Shares of Common Stock subject to an Option.
In the event that the Company effects one or more
reorganizations, recapitalizations, rights offerings, or
other increases or reductions of Shares of its
outstanding Common Stock, and in the event of the
Company's being consolidated with or merged into any
other corporation, or in the event of the proposed
dissolution or liquidation of the Company, or in the
event of the proposed sale of substantially all of the
assets of the Company, the Board may, if it so determines
in the exercise of its sole discretion, either (i) make
provision for proportionately adjusting the number or
class of Shares covered by an Option, as well as the
price to be paid therefor in a manner such as to provide
a reasonably comparable interest to an Optionee or (ii)
declare that any Option shall terminate as of a date to
be fixed by the Board, provided that the Board shall give
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<PAGE>
each Optionee the right to exercise his Option
immediately prior to such sale, dissolution, liquidation,
merger or consolidation (which right to exercise shall be
conditioned upon the consummation of one of the foregoing
events) as to all or any part of the Shares, including
Shares, in the Board's discretion, as to which the Option
would not otherwise be exercisable. The foregoing
matters may be provided for in a stock option agreement
or otherwise by the Board.
12. Date of Grant. The date of grant of the Options
hereunder shall, for purposes hereof, be as of November
1, 1992.
13. Notice of Sale. If Shares acquired by exercise of an
Option granted pursuant to this Plan are sold or disposed
of, the holder of the Shares immediately prior to the
disposition shall, within five (5) days after such sale
or disposition, notify the Company in writing of the date
and terms of the disposition and shall provide such other
information regarding the disposition as the Company may
reasonably require.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may amend or
terminate the Plan from time to time in such
respects as the Board may deem advisable.
(b) Effect of Amendment or Termination. Subject to the
provisions of Section 11, any such amendment or
termination of the Plan shall not affect Options
already granted and such Options shall remain in
full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed
between the Optionee and the Board, which agreement
must be in writing and signed by the Optionee and
the Company.
15. Conditions Upon Issuance of Shares.
(a) Compliance. Shares shall not be issued with respect
to an Option granted under the Plan unless the
exercise of such Option and the issuance and
delivery of such Shares pursuant thereto shall
comply with all relevant provisions of United States
and United Kingdom law, including, without
limitation, the Securities Act of 1933, as amended,
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<PAGE>
the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any
stock exchange upon which the Shares may then
be listed, and shall be further subject to the
reasonable approval of counsel for the Company with
respect to such compliance.
(b) Representations. As a condition to the exercise of
an Option, the Company may require the person
exercising such Option to represent and warrant at
the time of any such exercise that the Shares are
being purchased only for investment and without any
present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such
a representation is required by any of the
aforementioned relevant provisions of law.
(c) Withholding Taxes; Delivery of Shares. The
Company's obligation to deliver Shares of Common
Stock upon exercise of an Option, in whole or in
part, shall be subject to the satisfaction of any
applicable governmental income, excise or employment
tax withholding obligations.
16. Reservation of Shares. The Company, during the term of
this Plan, or during the term of any Option outstanding
hereunder after expiration of the term of the Plan, will
at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements
of the Plan.
Inability of the Company, after the exercise of
reasonable efforts, to obtain from any regulatory body
having jurisdiction authority deemed by the Company's
counsel to be necessary to the lawful issuance and sale
of any Shares hereunder shall relieve the Company of any
liability in respect of the non-issuance or sale of such
Shares as to which such requisite authority shall not
have been obtained.
17. Option Agreement. Options shall be evidenced by written
option agreements in such form as the Board shall
approve, which agreements may contain other terms,
provisions, and conditions not inconsistent with this
Plan.
18. Application of Funds. The proceeds received by the
Company from the sale of Shares pursuant to Options
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<PAGE>
granted under the Plan shall be used for general
corporate purposes.
19. Governmental Regulations. The Company's obligation to
sell and deliver Shares of the Common Stock under this
Plan is subject to the approval of any governmental
authority required in connection with the authorization,
issuance or sale of such Shares.
20. Notices. Any notice to be given to the Company pursuant
to the provisions of this Plan shall be addressed to the
Company in care of its Secretary at its principal office,
and any notice to be given to an Employee to whom an
Option is granted hereunder shall be delivered personally
or addressed to him/her at the address given beneath
his/her signature on his/her stock option agreement, or
at such other address as such Employee or his/her
transferee (upon the transfer of the Optioned Stock) may
hereafter designate in writing to the Company. All such
notices shall be sent registered or certified mail. It
shall be the obligation of each Optionee and each
transferee holding Shares purchased upon exercise of an
Option to provide the Secretary of the Company, by letter
mailed as provided hereinabove, with written notice of
his/her direct mailing address.
21. No Enlargement of Employee Rights. This Plan is purely
voluntary on the part of the Company, and the continuance
of the Plan shall not be deemed to constitute a contract
between the Company and any Employee, or to be
consideration for or a condition of the employment of any
Employee. Nothing contained in this Plan shall be deemed
to give any Employee the right to be retained in the
employ of the Company or its, Subsidiaries, or a
successor corporation, or to interfere with the right of
the Company or any such corporations to discharge or
retire any Employee thereof at any time. No Employee
shall have any right to or interest in Options authorized
hereunder prior to the grant of such Option to such
Employee, and upon such grant he shall have only such
rights and interests as are expressly provided herein,
subject, however, to all applicable provisions of the
Company's Certificate of Incorporation, as the same may
be amended from time to time.
22. Invalid Provisions. In the event that any provision of
this Plan is found to be invalid or otherwise
unenforceable under any applicable law, such invalidity
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or unenforceability shall not be construed as rendering
any other provisions contained herein as invalid or
unenforceable, and all such other provisions shall be
given full force and effect to the same extent as though
the invalid or unenforceable provision was not contained
herein.
23. Governing Laws. The validity and construction of the
Plan and the instruments evidencing Options shall be
governed by the laws of the State of California.
<PAGE>
FRANKLIN RESOURCES, INC.
STOCK OPTION GRANT AGREEMENT
UNITED KINGDOM STOCK OPTION PLAN #1
FRANKLIN RESOURCES, INC., a Delaware corporation (the
"Company"), hereby grants as of the 1st day of November 1992 to
_________ (the "Optionee") an option (the "Option") to purchase a
total of _______ (____) shares of the U.S. $.10 par value Common
Stock of the Company (the "Shares"), at a price of per
share (the "Option Price").
1. Nature of the Option. The Option is granted pursuant
and subject to all the terms of the Company's United Kingdom
Stock Option Plan #1 (the "Plan") and, unless the context
otherwise requires, terms used herein shall have the same
meanings as in the Plan. Determinations made in connection with
the Option pursuant to the Plan shall be governed by the Plan as
it exists on the date of grant, and in the event of any
inconsistency or conflict between this Agreement and the Plan,
the terms of the Plan shall govern.
2. Other Options. The Option is in addition to any other
options heretofore or hereafter given to the Optionee by the
Company.
3. Extent of Option. The Optionee may exercise the Option for
all or any whole part of the Shares covered by the Option on or
after ______ and, while the Optionee continues to be an Employee
(as defined in the Plan), may be exercised up to and including
October 31, 1999, but they are subject to Paragraphs 5, 6 and 7 as
appropriate if the Optionee ceases to be employed by the Company or
any Subsidiary as provided therein.
4. Method of Exercise. The Option shall be exercisable by
written notice in the form attached hereto as Exhibit "A", which
notice shall state the election to exercise the Option and the
number of Shares in respect of which the Option is being
exercised and shall be signed by the person or persons exercising the
Option, and shall be delivered in person or by certified mail,
return receipt (or equivalent documented delivery method) to the
Company at its principal executive offices, which are presently
located at 777 Mariners Island Blvd., San Mateo, California,
U.S.A. The written notice shall be accompanied by payment in full
in British Pounds of the Option Price for such Shares. The Company
shall, in accordance with the Plan, deliver a certificate or
certificates representing
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<PAGE>
such Shares as soon as practicable after such notice and
payment shall have been received. The certificate or certificates
for the Shares as to which the Option shall have been so exercised
shall be registered in the name of the person or persons so exercising
the Option and shall be delivered as provided above to or upon the
written order of the person or persons exercising the Option. If the
Option is being exercised by a person or persons other than the
Optionee, such notice shall be accompanied by appropriate proof of
the right of such person or persons to exercise the Option. All
Shares that shall be purchased upon the exercise of the Option as
provided herein shall be fully paid and nonassessable.
5. Termination of Employment. If an Optionee ceases to be
employed by the Company or any Subsidiary, other than by reason of
death or by total and permanent disability (as determined by the
insurers in accordance with the long term disability insurance
policy applicable to such Employee as provided for in section 6
and 7 below) any then exercisable and outstanding Options shall
terminate after the passage of thirty (30) days from the date
employment ceases, but in no event later than the scheduled
expiration date. To the extent that the Optionee was not entitled
to exercise the Option at the date of termination, or if the
Optionee does not exercise the Option (to the extent which such
Optionee was entitled to exercise) within the time specified in this
paragraph, the Option shall terminate.
6. Disability of the Optionee. If an Optionee is unable
to continue his employment with the Company or a Subsidiary
thereof as a result of such Optionee's total and permanent
disability (as determined by the insurers in accordance with the
long term disability policy applicable to such Optionee), the
Optionee may, but only within (6) months from the date of
termination of employment, exercise the Option in full even if
the right to exercise shall not have otherwise accrued at the
date of such total and permanent disability. If the Optionee
does not exercise such Option within the time specified in this
paragraph, the Option shall terminate.
7. Death of Optionee. In the event of the death, during
the Option period, of an Optionee:
(i) who is at the time of his death shall have been
in Continuous Status as an employee since the date of
grant of the Option, the Option may be exercised, at
any time,not in excess of six (6) months following his
death, by the Optionee or by the Optionee's estate or
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<PAGE>
by a person who acquired the right to exercise the
Option by bequest or inheritance, as the case may
be,provided that the actual date of exercise is in no
event after the expiration of the term of the Option;
(ii) within one month after the termination of
Continuous Status as an Employee by an Optionee, the
Option may be exercised, at any time, not in excess
of six (6) months following the date of termination
of Continuous Status as an Employee, by the Optionee's
estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, as the
case may be, provided that the actual date of exercise is
in no event after the expiration of the term of the
Option.
8. Partial Exercise. Exercise of the Option up to the
extent above stated may be made in part at any time and from time
to time within the above limits, except that the Option may not
be exercised for a fraction of a Share.
9. Withholding. Upon the exercise of the Option
or any installment thereof, the Optionee hereby agrees that such
exercise will not be effective, and no Shares will become
transferable to the Optionee, until appropriate arrangements have
been made for any income tax withholding as may be required by
applicable law on account of such exercise.
10. Non-transferability, No Obligation to Exercise of
Option. The Option may not be transferred in any manner
otherwise than by will or by the laws of descent and distribution
and may be exercised during the lifetime of the Optionee only by
the Optionee. The grant and acceptance of the Option imposes no
obligation on the Optionee to exercise it. The terms of the
Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
11. No Obligation To Continue Employment. NEITHER THE
COMPANY, NOR ANY SUBSIDIARY IS BY BY REASON OF THE OPTION,
OBLIGATED TO CONTINUE THE OPTIONEE IN EMPLOYMENT.
12. Conditions Upon Issuance of Shares The Shares shall
not be issued pursuant to the Option unless the issuance and
delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and regulations promulgated
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<PAGE>
thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such
compliance. As a condition to the grant, the Company may require
the person receiving the Shares to represent and warrant that
the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in
the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.
13. No Rights as a Stockholder Until Exercise. The
Optionee shall have no rights as a stockholder with respect to
Shares under the Option until a stock certificate therefor has
been delivered to the Optionee and is fully paid for. Except as
expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to
the date such stock certificate is issued.
14. Governing Law. This Agreement shall be governed by and
interpreted in accordance with the internal laws of the State of
California.
Date of Grant: As of November 1, 1992
FRANKLIN RESOURCES, INC.
By: ___________________________
Harmon Burns
Title: Executive Vice President
The Optionee acknowledges receipt of a copy of the Plan, a
copy of which is attached hereto, and represents that such is
familiar with the terms and provisions thereof, and hereby
accepts the Option subject to all of the terms and provisions
thereof. The Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the
Board or of the Committee upon any questions arising under the
Plan.
Dated:__________________
___________________________
Optionee
____________________________
____________________________
____________________________
(Insert Optionee Address)
<PAGE>
<PAGE>
NOTICE OF EXERCISE OF OPTION
Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404
United States of America
Attn: Harmon E. Burns, Esq.
Gentlemen:
This Notice is to inform you that the undersigned hereby
elects to exercise his/her option granted on November 1,
1992 pursuant to the Stock Option Agreement under the United
Kingdom Stock Option Plan #1 between Franklin Resources,
Inc. and the undersigned.
By this Notice, the undersigned hereby elects to exercise
the foregoing option as to _______ shares at the option
price _________ per share for a total of ___________
Payment in British Pounds is enclosed herewith.
Unless I indicate otherwise below, please issue a single
certificate for the total number of shares being purchased
as follows:
___________________________________________________
____________________________________________________
____________________________________________________
Please have certificate(s) for these shares issued as
follows:
_____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
Sincerely,
_____________________________ ________________________
Signature of Optionee Date
<PAGE>
WEIL, GOTSHAL & MANGES
A Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
Writer's Direct Line
April 29, 1994
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
Gentlemen:
We have acted as counsel to Franklin Resources, Inc. (the
"Company") in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission on the date hereof
with respect to 122,754 shares of common stock of the Company, par
value $0.10 per share (the "Common Stock"), being registered in
connection with the Company's United Kingdom Stock Option Plan #1 (the
"Plan").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration
Statement and such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have
made such inquiries of such officers and representatives as we have
deemed relevant and necessary as a basis for the opinion hereinafter
set forth.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of documents submitted
to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to all questions of fact
material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers
and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the Common Stock reserved for
issuance upon the exercise of options granted and to be granted under
the Plan will be, when issued and paid for upon
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<PAGE>
Franklin Resources, Inc.
April 29, 1993
Page
such exercise in accordance with the provisions of the Plan, validly
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. We further consent to any and all references
to our firm in the Registration Statement
The opinion herein is limited to the corporate laws of the State
of Delaware, and the federal laws of the United States, and we express
no opinion as to the effect on the matters covered by this opinion of
the laws of any other jurisdiction.
This opinion is rendered solely for your benefit in connection
with the transaction described above. Except as noted above, this
opinion may not be used or relied upon by any other person and may not
be disclosed, quoted, filed with a governmental agency or otherwise
referred to without our prior written consent.
Very truly yours,
WEIL, GOTSHAL & MANGES
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Franklin Resources, Inc. on Form S-8 of our report dated
December 3, l993, on our audits of the consolidated financial
statements and financial statement schedules of Franklin Resources,
Inc. as of September 30, 1993 and 1992, and for the years ended
September 30, l993, l992 and l991.
San Francisco, California
April 28, 1994
COOPERS & LYBRAND
