As filed with the Securities and Exchange Commission on
July 21, 1999
Registration No. 333-______
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
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
777 Mariners Island Blvd.,
San Mateo, CA 94404
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(Address, Including Zip Code, of Principal Executive Offices)
FRANKLIN RESOURCES, INC.
1998 UNIVERSAL STOCK INCENTIVE PLAN
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(Full Title of Plan)
Leslie M. Kratter, Esq.
Vice President and Secretary
Franklin Resources, Inc.
777 Mariners Island Blvd.,
San Mateo, California 94404-1585
(650) 312-2000
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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, LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registration
to be Registered Offering Aggregate Fee(2)
Registered (1) Price Per Offering
Share(2) Price(2)
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Common Stock,
par value
$0.10 per
share 3,000,000 $38.6875 $116,062,500 $32,265.38
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(1) 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 described herein.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
proposed maximum aggregate offering price and the Registration fee are based
upon the average of the high and low composite prices per share of the
Registrant's Common Stock reported on the New York Stock Exchange on July 20,
1999.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Franklin Resources, Inc., a
Delaware corporation (the "Company" or the "Registrant"), relating to 3,000,000
shares of Common Stock of the Company (the "Shares") to be issued from time to
time in accordance with the terms of the Company's 1998 Universal Stock
Incentive Plan, to be registered hereby, which Shares are in addition to the
3,000,000 shares of Common Stock of the Company registered on the Company's Form
S-8 filed on December 31, 1998 (Commission File No. 333-70035) (the "Prior
Registration Statement"). Pursuant to Instruction E of Form S-8, the contents of
the Prior Registration Statement, except as otherwise set forth in this
Registration Statement, are incorporated by reference herein.
Item 8. Exhibits.
4(a) Registrant's Certificate of Incorporation, as filed November 28, 1969,
incorporated by reference to Exhibit (3)(i) to the Company's Annual Report
on Form 10- K for the fiscal year ended September 30, 1994 (the "1994
Annual Report") (File No. 1-9318)
4(b) Registrant's Certificate of Amendment of Certificate of Incorporation, as
filed March 1, 1985, incorporated by reference to Exhibit (3)(ii) to the
1994 Annual Report
4(c) Registrant's Certificate of Amendment of Certificate of Incorporation, as
filed April 1, 1987, incorporated by reference to Exhibit (3)(iii) to the
1994 Annual Report
4(d) Registrant's Certificate of Amendment of Certificate of Incorporation, as
filed February 2, 1994, incorporated by reference to Exhibit (3)(iv) to the
1994 Annual Report
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4(e) Registrant's By-laws, as filed February 14, 1995, incorporated by reference
to Exhibit (3)(v) to the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1994 (File No. 1-9318)
5 Opinion of Weil, Gotshal & Manges, LLP.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Weil, Gotshal & Manges, LLP (included in its opinion which
appears as Exhibit 5 to this Registration Statement).
25 Power of attorney (included as part of the signature pages to this
Registration Statement and incorporated herein by reference).
99 Franklin Resources, Inc. 1998 Universal Stock Incentive Plan incorporated
by reference to Exhibit A to Registrant's Proxy Statement filed
electronically on December 23, 1998 under cover of Schedule 14A in
connection with its Annual Meeting of Stockholders held on January 28,
1999.
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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 21st day of
July, 1999.
FRANKLIN RESOURCES, INC.
By: /s/ Leslie M. Kratter
Leslie M. Kratter
Vice President and 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.
FRANKLIN RESOURCES, INC.
Date: July 21, 1999 By: /s/ Charles B. Johnson
Charles B. Johnson, President,
Chief Executive Officer and Director
Date: July 21, 1999 By: /s/ Harmon E. Burns
Harmon E. Burns, Executive Vice
President and Director
Date: July 21, 1999 By: /s/ Rupert H. Johnson
Rupert H. Johnson, Jr., Executive
Vice President and Director
Date: July 21, 1999 By: ______________________________
Charles E. Johnson, Senior Vice
President and Director
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Date: July 21, 1999 By: /s/ Martin L. Flanagan
Martin L. Flanagan, Senior Vice
President and Chief Financial Officer
Date: July 21, 1999 By: /s/ Kenneth A. Lewis
Kenneth A. Lewis, Vice President and
Corporate Controller
Date: July 21, 1999 By: /s/ F. Warren Hellman
F. Warren Hellman, Director
Date: July 21, 1999 By: /s/ Harry O. Kline
Harry O. Kline, Director
Date: July 21, 1999 By: /s/ James A. McCarthy
James A. McCarthy, Director
Date: July 21, 1999 By: _____________________________
Peter M. Sacerdote, Director
Date: July 21, 1999 By: _____________________________
Louis E. Woodworth, Director
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Exhibit Index
Exhibit Number Description
4(a) Registrant's Certificate of Incorporation, as filed November 28, 1969,
incorporated by reference to Exhibit (3)(i) to the Company's Annual Report
on Form 10- K for the fiscal year ended September 30, 1994 (the "1994
Annual Report") (File No. 1-9318)
4(b) Registrant's Certificate of Amendment of Certificate of Incorporation, as
filed March 1, 1985, incorporated by reference to Exhibit (3)(ii) to the
1994 Annual Report
4(c) Registrant's Certificate of Amendment of Certificate of Incorporation, as
filed April 1, 1987, incorporated by reference to Exhibit (3)(iii) to the
1994 Annual Report
4(d) Registrant's Certificate of Amendment of Certificate of Incorporation, as
filed February 2, 1994, incorporated by reference to Exhibit (3)(iv) to the
1994 Annual Report
4(e) Registrant's By-laws, as filed February 14, 1995, incorporated by reference
to Exhibit (3)(v) to the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1994 (File No. 1-9318)
5 Opinion of Weil, Gotshal & Manges, LLP.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Weil, Gotshal & Manges, LLP (included in its opinion which
appears as Exhibit 5 to this Registration Statement).
25 Power of attorney (included as part of the signature pages to this
Registration Statement and incorporated herein by reference).
99 Franklin Resources, Inc. 1998 Universal Stock Incentive Plan incorporated
by reference to Exhibit A to Registrant's Proxy Statement filed
electronically on December 23, 1998 under cover of Schedule 14A in
connection with its Annual Meeting of Stockholders held on January 28,
1999.
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Exhibit 5
OPINION AND CONSENT OF WEIL, GOTSHAL & MANGES, LLP
WEIL, GOTSHAL & MANGES, LLP 767 Fifth Avenue, New York, NY 10153-0119
(212) 310-8000 FAX: (212) 310-8007
July 21, 1999
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
Ladies and Gentlemen:
We have acted as counsel to Franklin Resources, Inc. (the "Company") in
connection with the filing of the Registration Statement on Form S-8 (the
"Registration Statement") by the Company with the Securities and Exchange
Commission on July 21, 1999 with respect to three million (3,000,000) shares of
common stock of the Company, par value $0.10 per share (the "Common Stock"),
being registered in connection with the Company's 1998 Universal Stock Incentive
Plan (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
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of documents
submitted to us as certified, conformed 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. We have also assumed the valid existence 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 or rights or shares granted or to be granted under the Plan will be,
when issued and paid for upon such exercise or grant 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 expressed 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 letter of the laws of any other
jurisdiction.
Very truly yours,
/s/ Weil, Gotshal & Manges, LLP
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Exhibit 23(a)
CONSENT OF PRICEWATERHOUSECOOPERS LLP,
INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Franklin Resources, Inc. on Form S-8 (Registration No. 333-70035)for the 1998
Universal Stock Incentive Plan of our report dated October 23, 1998 on our audit
of the consolidated financial statements of Franklin Resources, Inc. and
subsidiaries as of September 30, 1998 and 1997 and for the years ended September
30, 1998, 1997 and 1996, which report is included in the Franklin Resources,
Inc. Annual Report on Form 10-K/A for the fiscal year ended September 30, 1998.
PricewaterhouseCoopers LLP
San Francisco, California
July 20, 1999
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Exhibit 23(b
CONSENT OF WEIL, GOTSHAL & MANGES, LLP
(included in Exhibit 5)
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Exhibit 24
POWER OF ATTORNEY
(included in the signature pages to this Registration Statement)
