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As filed with the Securities and Exchange Commission on May 26, 2000
Registration No. 333-
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UNITED STATES
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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DAIN RAUSCHER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 41-1228350
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
DAIN RAUSCHER PLAZA, 60 SOUTH SIXTH STREET, MINNEAPOLIS, MINNESOTA 55402-4422
(Address of principal executive offices) (Zip Code)
DAIN RAUSCHER CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Carla J. Smith
Secretary and General Counsel Copy to: Robert A. Rosenbaum, Esq.
Dain Rauscher Corporation Dorsey & Whitney LLP
Dain Rauscher Plaza Pillsbury Center South
60 South Sixth Street 220 South Sixth Street
Minneapolis, Minnesota 55402-4422 Minneapolis, Minnesota 55402-1498
(612) 371-2711 (612) 340-5681
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
<S> <C> <C> <C> <C>
Common Stock, $.125 par value 500,000 shares $58.21875 $29,109,375 $7685
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h)(1). The proposed maximum
aggregate offering price is based upon the average of the high and low
prices of the Common Stock on the New York Stock Exchange as reported
in the consolidated transaction reporting system on May 25, 2000.
<PAGE> 2
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents that we have filed with the Securities and
Exchange Commission are incorporated by reference into this registration
statement:
- our annual report on Form 10-K for the fiscal year ended December
31, 1999;
- our quarterly report on Form 10-Q for the quarter ended March 31,
2000; and
- the description of our common stock contained in any of our
registration statements filed under the Securities Exchange Act
of 1934, as amended, and any amendment or report filed for the
purpose of updating the description.
All documents filed by us pursuant to Sections 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 by this registration statement have been sold, or
deregistering all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part of
this registration statement from the respective dates 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, as amended,
provides that under certain circumstances, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation or business
association, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Article SEVENTH of the Company's Restated Certificate of Incorporation
provides, in effect, that persons serving as officers and directors of the
Company or of another corporation at the request of the Company shall be
entitled to be indemnified by the Company to the extent permitted by Section 145
of the Delaware General Corporation Law, as amended.
Article TWELFTH of the Company's Restated Certificate of Incorporation
provides that a director shall have no personal liability to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, (iii)
under the Delaware statutory provision making directors personally liable for
unlawful payment of dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the directors derived an improper personal
benefit.
The Company has purchased directors' and officers' liability insurance,
including a Company
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reimbursement policy. Subject to the policy conditions, the insurance
provides coverage for amounts payable by the Company to its directors and
officers pursuant to the Company's charter documents. In addition, the Company
has entered into indemnification agreements with its directors and executive
officers contractually obligating the Company to, among other things, maintain
the same level of such insurance coverage as was being provided at the time of
execution of such agreements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Dain Rauscher Corporation 2000 Employee Stock Purchase Plan.
4.2 Rights Agreement dated April 30, 1997 (incorporated by
reference to the registrant's registration statement on Form
8-A dated May 1, 1997).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to
this registration statement).
24.1 Power of Attorney.
ITEM 9. 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 would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(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) above do
not apply if information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission 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.
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(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 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 Securities 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 other
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
Securities Act and will be governed by the final adjudication of such issue.
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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 Minneapolis, State of Minnesota, on May 26, 2000.
DAIN RAUSCHER CORPORATION
By: /S/ David J. Parrin
----------------------------------------
David J. Parrin
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 26, 2000.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/S/ Irving Weiser
- ------------------------------- Chairman of the Board, President and Chief
Irving Weiser Executive Officer (principal executive officer) and
Director
/s/ David J. Parrin
- ------------------------------- Executive Vice President and Chief Financial
David J. Parrin Officer (principal financial and accounting officer)
/s/ Daniel J. Collins
- ------------------------------- Senior Vice President and Controller
Daniel J. Collins
*
- ------------------------------- Director
J. Evans Attwell
*
- ------------------------------ Director
Susan S. Boren
*
- ------------------------------ Director
F. Gregory Fitz-Gerald
</TABLE>
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*
- ------------------------------ Director
Walter F. Mondale
*
- ------------------------------ Director
C.A. Rundell, Jr.
*
- ------------------------------ Director
Robert L. Ryan
*
- ------------------------------ Director
Arthur R. Schulze, Jr.
*
- ------------------------------ Director
Kenneth J. Wessels
* By: /s/ Paula H. Phillippe
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Paula H. Phillippe, Attorney-in-Fact
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EXHIBIT INDEX
4.1 Dain Rauscher Corporation 2000 Employee Stock Purchase Plan.
4.2 Rights Agreement dated April 30, 1997 (incorporated by
reference to the registrant's registration statement on
Form 8-A dated May 1, 1997).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to
this registration statement).
24.1 Power of Attorney.
<PAGE> 1
EXHIBIT 4.1
DAIN RAUSCHER CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I. INTRODUCTION
Section 1.01 Purpose. The purpose of the Plan is to provide
employees of the Company and certain related corporations with an opportunity to
share in the ownership of the Company by providing them with a convenient means
for regular and systematic purchases of Common Stock and, thus, to develop a
stronger incentive to work for the continued success of the Company.
Section 1.02 Rules of Interpretation. It is intended that the
Plan be an "employee stock purchase plan" as defined in Section 423(b) of the
Code and Treasury Regulations promulgated thereunder. Accordingly, the Plan
shall be interpreted and administered in a manner consistent therewith if so
approved. All Participants in the Plan will have the same rights and privileges
consistent with the provisions of the Plan.
Section 1.03 Definitions. For purposes of the Plan, the
following terms will have the meanings set forth below:
(a) "Acceleration Date" means the earlier of the
date of stockholder approval or approval by the Company's Board of Directors of
(i) any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of Company
Common Stock would be converted into cash, securities or other property, other
than a merger of the Company in which stockholders of the Company immediately
prior to the merger have substantially the same proportionate ownership of stock
in the surviving corporation immediately after the merger; (ii) any sale,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company; or (iii)
any plan of liquidation or dissolution of the Company.
(b) "Affiliate" means any subsidiary corporation of
the Company, as defined in Section 424(f) of the Code, whether now or hereafter
acquired or established.
(c) "Code" means the Internal Revenue Code of 1986,
as amended.
(d) "Committee" means the committee described in
Section 10.01 of the Plan.
(e) "Common Stock" means the Company's Common Stock,
$0.125 par value per share, as such stock may be adjusted for changes in the
stock or the Company as contemplated by Article XI of the Plan.
(f) "Company" means DAIN RAUSCHER CORPORATION, a
Delaware corporation, and its successors by merger or consolidation as
contemplated by Section 11.02 of the Plan.
(g) "Current Compensation" means all regular wage,
salary, bonus, and commission payments paid by the Company or by a Participating
Affiliate to a Participant in accordance with the terms of his or her
employment, including all other forms of special compensation.
(h) "Fair Market Value" as of a given date means the
fair market value of the Common Stock determined by such methods or procedures
as shall be established from time to time by the Committee, but shall not be
less than, if the Common Stock is then quoted on the New York Stock Exchange,
Inc. ("NYSE"), the closing price as reported on the NYSE on such date or, if the
NYSE is not open for trading on such date, on the most recent preceding date
when it is open for trading. If on a given date the Common Stock is not traded
on an established securities market, the Committee shall make a good faith
attempt to satisfy the requirements of this Section 1.03(h) and in connection
therewith shall take such action as it deems necessary or advisable.
(i) "Participant" means a Regular Employee who has
elected to participate in the Plan.
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(j) "Participating Affiliate" means an Affiliate
which has been designated by the Committee in advance of the Purchase Period in
question as a corporation whose eligible Regular Employees may participate in
the Plan.
(k) "Plan" means the DAIN RAUSCHER CORPORATION 2000
Employee Stock Purchase Plan, as it may be amended, the provisions of which are
set forth herein.
(l) "Purchase Period" means the period beginning on
July 3, 2000 and ending on the last business day in September 2000 and
thereafter each approximate three-month period beginning on the first business
day in January, April, July and October of each year and ending on the last
business day in March, June, September and December of each year; provided,
however, that the then-current Purchase Period will end upon the occurrence of
an Acceleration Date.
(m) "Regular Employee" means any full or part-time
employee of the Company or a Participating Affiliate as of the first day of a
Purchase Period, including an officer or director who is also an employee.
(n) "Stock Purchase Account" means the account
maintained on the books and records of the Company recording the amount received
from each Participant through payroll deductions made under the Plan.
ARTICLE II. ELIGIBILITY AND PARTICIPATION
Section 2.01 Eligible Employees. All Regular Employees shall
be eligible to participate in the Plan beginning on the first day of the first
Purchase Period to commence after such person becomes a Regular Employee.
Subject to the provisions of Article VI of the Plan, each such employee will
continue to be eligible to participate in the Plan so long as he or she remains
a Regular Employee.
Section 2.02 Election to Participate. An eligible Regular
Employee may elect to participate in the Plan for a given Purchase Period by
filing with the Company, in advance of that Purchase Period and in accordance
with such terms and conditions as the Committee in its sole discretion may
impose, a form provided by the Company for such purpose (which authorizes
regular payroll deductions from Current Compensation in that Purchase Period and
continuing until the employee withdraws from the Plan or ceases to be eligible
to participate in the Plan).
Section 2.03 Limits on Stock Purchase. No employee shall be
granted any right to purchase Common Stock hereunder if such employee,
immediately after such a right to purchase is granted, would own, directly or
indirectly, within the meaning of Section 423(b)(3) and Section 424(d) of the
Code, Common Stock possessing 5% or more of the total combined voting power or
value of all the classes of the capital stock of the Company or of all
Affiliates.
Section 2.04 Voluntary Participation. Participation in the
Plan on the part of a Participant is voluntary and such participation is not a
condition of employment nor does participation in the Plan entitle a Participant
to be retained as an employee of the Company or any Affiliate.
ARTICLE III. PAYROLL DEDUCTIONS AND STOCK PURCHASE ACCOUNT
Section 3.01 Deduction from Pay. The form described in Section
2.02 of the Plan will permit a Participant to elect payroll deductions of not
less than $10 or more than $250 of such Participant's Current Compensation for
each month during such Purchase Period, subject to such other limitations as the
Committee in its sole discretion may impose. A Participant may cease making
payroll deductions at any time, subject to such limitations as the Committee in
its sole discretion may impose.
Section 3.02 Credit to Account. Payroll deductions will be
credited to the Participant's Stock Purchase Account on each payday.
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Section 3.03 Interest. No interest will be paid on payroll
deductions or on any other amount credited to, or on deposit in, a Participant's
Stock Purchase Account.
Section 3.04 Nature of Account. The Stock Purchase Account is
established solely for accounting purposes, and all amounts credited to the
Stock Purchase Account will remain part of the general assets of the Company or
the Participating Affiliate (as the case may be).
Section 3.05 No Additional Contributions. A Participant may
not make any payment into the Stock Purchase Account other than the payroll
deductions made pursuant to the Plan.
ARTICLE IV. RIGHT TO PURCHASE SHARES
Section 4.01 Number of Shares. Each Participant will have the
right to purchase on the last business day of the Purchase Period all, but not
less than all, of the number of whole and fractional shares of Common Stock that
can be purchased at the price specified in Section 4.02 of the Plan with the
entire credit balance in the Participant's Stock Purchase Account, subject to
the limitations that (a) no more than 500 shares of Common Stock may be
purchased under the Plan by any one Participant for a given Purchase Period, and
(b) in accordance with Section 423(b)(8) of the Code, no more than $25,000 in
Fair Market Value (determined at the beginning of each Purchase Period) of
Common Stock and other stock may be purchased under the Plan and all other
employee stock purchase plans (if any) of the Company and the Affiliates by any
one Participant for any calendar year. If the purchases for all Participants for
any Purchase Period would otherwise cause the aggregate number of shares of
Common Stock to be sold under the Plan to exceed the number specified in Section
10.04 of the Plan, each Participant shall be allocated a pro rata portion of the
Common Stock to be sold for such Purchase Period.
Section 4.02 Purchase Price. The purchase price for any
Purchase Period shall be 85% of the Fair Market Value of the Common Stock on the
last business day of each Purchase Period, in each case rounded up to the next
higher full cent.
ARTICLE V. EXERCISE OF RIGHT
Section 5.01 Purchase of Stock. On the last business day of a
Purchase Period, the entire credit balance in each Participant's Stock Purchase
Account will be used to purchase the number of whole shares and fractional
shares of Common Stock purchasable with such amount (subject to the limitations
of Section 4.01 of the Plan), unless the Participant has filed with the Company,
in advance of that date and subject to such terms and conditions as the
Committee in its sole discretion may impose, a form provided by the Company
which requests the distribution of the entire credit balance in cash.
Section 5.02 Notice of Acceleration Date. The Company shall
use reasonable commercial efforts to notify each Participant in writing at least
ten days prior to any Acceleration Date that the then-current Purchase Period
will end on such Acceleration Date.
ARTICLE VI. WITHDRAWAL FROM PLAN; SALE OF STOCK
Section 6.01 Voluntary Withdrawal. A Participant may, in
accordance with such terms and conditions as the Committee in its sole
discretion may impose, withdraw from the Plan and cease making payroll
deductions by filing with the Company a form provided for this purpose. In such
event, the entire credit balance in the Participant's Stock Purchase Account
will be paid to the Participant in cash within 30 days. A Participant who
withdraws from the Plan will not be eligible to reenter the Plan until the
beginning of the next Purchase Period following the date of such withdrawal.
Section 6.02 Death. Subject to such terms and conditions as
the Committee in its sole discretion may impose, upon the death of a
Participant, no further amounts shall be credited to the Participant's Stock
Purchase Account. Thereafter, on the last business day of the Purchase Period
during which such Participant's death occurred and in accordance with Section
5.01 of the Plan, the entire credit balance in such Participant's Stock Purchase
Account will be used to purchase Common Stock, unless such Participant's estate
has filed with the Company, in
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advance of that day and subject to such terms and conditions as the Committee in
its sole discretion may impose, a form provided by the Company by which such
Participant's estate elects to have the entire credit balance in such
Participant's Stock Account distributed in cash within 30 days after the end of
that Purchase Period or at such earlier time as the Committee in its sole
discretion may decide. Each Participant, however, may designate one or more
beneficiaries who, upon death, are to receive the Common Stock or the amount
that otherwise would have been distributed or paid to the Participant's estate
and may change or revoke any such designation from time to time; provided,
however, that in the event that a Participant fails for any reason to make such
a designation, the beneficiary designation used by such a Participant for the
Dain Rauscher Retirement and Savings Plan shall also apply for purposes of this
Section 6.02.. No such designation, change or revocation will be effective
unless made by the Participant in writing and filed with the Company during the
Participant's lifetime. Unless the Participant has otherwise specified the
beneficiary designation, the beneficiary or beneficiaries so designated will
become fixed as of the date of the death of the Participant so that, if a
beneficiary survives the Participant but dies before the receipt of the payment
due such beneficiary, the payment will be made to such beneficiary's estate.
Section 6.03 Termination of Employment. Subject to such terms
and conditions as the Committee in its sole discretion may impose, upon a
Participant's termination of employment with the Company or a Participating
Affiliate, no further amounts shall be credited to the Participant's Stock
Purchase Account. Thereafter, on the last business day of the Purchase Period
during which such Participant's termination of employment occurred and in
accordance with the Plan, the entire credit balance in such Participant's Stock
Purchase Account will be used to purchase Common Stock, unless such Participant
has filed with the Company, in advance of that day and subject to such terms and
conditions as the Committee in its sole discretion may impose, a form provided
by the Company by which the Participant elects to receive the entire credit
balance in such Participant's Stock Purchase Account in cash within 30 days
after the end of that Purchase Period, provided that such Participant shall have
no right to purchase Common Stock in the event that the last day of such a
Purchase Period occurs more than three months following the termination of such
Participant's employment with the Company or a Participating Affiliate. For
purposes of this Section 6.03, a transfer of employment to any Participating
Affiliate, or a leave of absence which has been approved by the Committee, will
not be deemed a termination of employment as a Regular Employee.
ARTICLE VII. NONTRANSFERABILITY
Section 7.01 Nontransferable Right to Purchase. The right to
purchase Common Stock hereunder may not be assigned, transferred, pledged or
hypothecated (whether by operation of law or otherwise), except as provided in
Section 6.02 of the Plan, and will not be subject to execution, attachment or
similar process. Any attempted assignment, transfer, pledge, hypothecation or
other disposition or levy of attachment or similar process upon the right to
purchase will be null and void and without effect.
Section 7.02 Nontransferable Account. Except as provided in
Section 6.02 of the Plan, the amounts credited to a Stock Purchase Account may
not be assigned, transferred, pledged or hypothecated in any way, and any
attempted assignment, transfer, pledge, hypothecation or other disposition of
such amounts will be null and void and without effect.
Section 7.03 Nontransferable Shares. Except as the Committee
shall otherwise permit, prior to the first anniversary of the beginning of any
Purchase Period, the Common Stock purchased at the end of such Purchase Period
by a Participant pursuant to Section 5.01 of the Plan may not be assigned,
transferred, pledged, hypothecated or otherwise disposed of in any way other
than by will or by the laws of descent and distribution, and any other attempted
assignment, transfer, pledge, hypothecation or other disposition of such share
or shares will be null and void and without effect.
ARTICLE VIII. COMMON STOCK ISSUANCE AND DIVIDEND REINVESTMENT
Section 8.01 Issuance of Purchased Shares. Promptly after the
last day of each Purchase Period and subject to such terms and conditions as the
Committee in its sole discretion may impose, the Company will cause the Common
Stock then purchased pursuant to Section 5.01 of the Plan to be issued for the
benefit of the Participant and held in the Plan pursuant to Section 8.03 of the
Plan.
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Section 8.02 Completion of Issuance. A Participant shall have
no interest in the Common Stock purchased pursuant to Section 5.01 of the Plan
until such Common Stock is issued for the benefit of the Participant pursuant to
Section 8.03 of the Plan.
Section 8.03 Form of Ownership. The Common Stock issued under
Section 8.01 of the Plan will be held in the Plan in the name of the Participant
or jointly in the name of the Participant and another person, as the Participant
may direct on a form provided by the Company, until such time as certificates
for such shares of Common Stock are delivered to or for the benefit of the
Participant pursuant to Section 8.05 of the Plan.
Section 8.04 Automatic Dividend Reinvestment. Prior to the
delivery of certificates to or for the benefit of the Participant under Section
8.05 of the Plan, any and all cash dividends paid on full and fractional shares
of Common Stock issued under either Section 8.01 of the Plan or this Section
8.04 shall be reinvested to acquire either new issue Common Stock or shares of
Common Stock purchased on the open market, as determined by the Committee in its
sole discretion. Purchases of Common Stock under this Section 8.04 will be (a)
with respect to shares newly issued by the Company, invested on the dividend
payment date, or, if that date is not a trading day, the immediately preceding
trading day, or (b) with respect to shares purchased on the open market,
normally purchased on the open market within ten business days of the dividend
payment date, depending upon market conditions. The price per share of the
Common Stock issued under this Section 8.04 shall be (x) with respect to shares
newly issued by the Company, the Fair Market Value of the Common Stock on the
applicable investment date, or (y) with respect to shares purchased on the open
market, the weighted average price per share at which the Common Stock is
actually purchased on the open market for the relevant period on behalf of all
participants in the Plan. All shares of Common Stock acquired under this Section
8.04 will be held in the Plan in the same name as the Common Stock upon which
the cash dividends were paid.
Section 8.05 Delivery. At any time following the conclusion of
the nontransferability period set forth in Section 7.03 of the Plan and subject
to such terms and conditions as the Committee in its sole discretion may impose,
by filing with the Company a form provided by the Company for such purpose, the
Participant may elect to have the Company cause to be delivered to or for the
benefit of the Participant a certificate for the number of whole shares, and
cash for the number of fractional shares, representing the Common Stock
purchased pursuant to Section 5.01 of the Plan, together with any additional
Common Stock acquired pursuant to Section 8.04 of the Plan upon the reinvestment
of dividends. The election notice will be processed as soon as practicable after
receipt. A certificate for whole shares normally will be mailed to the
Participant within five business days after receipt of the election notice;
provided, however, that if the notice is received between a dividend record date
and a dividend payment date, a certificate will generally not be sent out until
the declared dividends have been reinvested pursuant to Section 8.04 of the
Plan. Any fractional shares normally will be sold on the first trading day of
each month and a check for the fractional shares sent to the Participant
promptly thereafter.
ARTICLE IX. EFFECTIVE DATE, AMENDMENT AND
TERMINATION OF PLAN
Section 9.01 Effective Date. The Plan was approved by the
Board of Directors on October 27, 1999 and shall be approved by the stockholders
of the Company within twelve (12) months thereof.
Section 9.02 Plan Commencement. The initial Purchase Period
under the Plan will commence July 3, 2000. Thereafter, each succeeding Purchase
Period will commence and terminate in accordance with Section 1.03(l) of the
Plan.
Section 9.03 Powers of Board. The Board of Directors may amend
or discontinue the Plan at any time. No amendment or discontinuation of the
Plan, however, shall be made without stockholder approval that requires
stockholder approval under any rules or regulations of the Securities and
Exchange Commission, the NYSE or any other securities exchange that are then
applicable to the Company.
Section 9.04 Automatic Termination. The Plan shall
automatically terminate when all of the shares of Common Stock provided for in
Section 10.04 of the Plan have been sold, provided that such termination shall
in no way affect the terms of the Plan pertaining to any Common Stock then held
under the Plan.
5
<PAGE> 6
ARTICLE X. ADMINISTRATION
Section 10.01 The Committee. The Plan shall be administered by
a committee (the "Committee") of two or more directors of the Company, none of
whom shall be officers or employees of the Company. The members of the Committee
shall be appointed by and serve at the pleasure of the Board of Directors.
Section 10.02 Powers of Committee. Subject to the provisions
of the Plan, the Committee shall have full authority to administer the Plan,
including authority to interpret and construe any provision of the Plan, to
establish deadlines by which the various administrative forms must be received
in order to be effective, and to adopt such other rules and regulations for
administering the Plan as it may deem appropriate. The Committee shall have full
and complete authority to determine whether all or any part of the Common Stock
acquired pursuant to the Plan shall be subject to restrictions on the
transferability thereof or any other restrictions affecting in any manner a
Participant's rights with respect thereto, but any such restrictions shall be
contained in the form by which a Participant elects to participate in the Plan
pursuant to Section 2.02 of the Plan. Decisions of the Committee will be final
and binding on all parties who have an interest in the Plan.
Section 10.03 Power and Authority of the Board of Directors.
Notwithstanding anything to the contrary contained herein, the Board of
Directors may, at any time and from time to time, without any further action of
the Committee, exercise the powers and duties of the Committee under the Plan.
Section 10.04 Stock to be Sold. The Common Stock to be issued
and sold under the Plan may be authorized but unissued shares or shares acquired
in the open market or otherwise. Except as provided in Section 11.01 of the
Plan, the aggregate number of shares of Common Stock to be sold under the Plan
will not exceed 500,000 shares.
Section 10.05 Notices. Notices to the Committee should be
addressed as follows:
DAIN RAUSCHER CORPORATION
Dain Rauscher Plaza
14th Floor
60 South Sixth Street
Minneapolis, MN 55402
Attn: General Counsel
ARTICLE XI. ADJUSTMENT FOR CHANGES IN STOCK OR COMPANY
Section 11.01 Stock Dividend or Reclassification. If the
outstanding shares of Common Stock are increased, decreased, changed into or
exchanged for a different number or kind of securities of the Company, or shares
of a different par value or without par value, through reorganization,
recapitalization, reclassification, stock dividend, stock split, amendment to
the Company's Certificate of Incorporation, reverse stock split or otherwise, an
appropriate adjustment shall be made in the maximum numbers and kind of
securities to be purchased under the Plan with a corresponding adjustment in the
purchase price to be paid therefor.
Section 11.02 Merger or Consolidation. If the Company is
merged into or consolidated with one or more corporations during the term of the
Plan, appropriate adjustments will be made to give effect thereto on an
equitable basis in terms of issuance of shares of the corporation surviving the
merger or of the consolidated corporation, as the case may be.
ARTICLE XII. APPLICABLE LAW
Rights to purchase Common Stock granted under the Plan shall
be construed and shall take effect in accordance with the laws of the State of
Delaware.
6
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Dorsey & Whitney LLP]
Dain Rauscher Corporation
Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Dain Rauscher Corporation, a Delaware
corporation (the "Company"), and have advised the Company in connection with the
registration under the Securities Act of 1933, as amended, on Form S-8 of
500,000 shares (the "Shares") of common stock, par value $.125, of the Company
("Common Stock") to be offered and sold under the Dain Rauscher Corporation 2000
Employee Stock Purchase Plan (the "Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinion
set forth below.
In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. As to questions of fact material to our opinion, we
have relied upon certificates or representations of officers or employees of the
Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinion expressed above is limited to the General Corporation Law
of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 of the Company relating to the Shares.
Dated: May 25, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
RAR
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Dain Rauscher Corporation:
We consent to the incorporation by reference in this registration statement of
Dain Rauscher Corporation on Form S-8 of our report dated February 2, 2000,
which appears in the Annual Report on Form 10-K of Dain Rauscher Corporation for
the year ended December 31, 1999.
/s/ KPMG LLP
KMPG LLP
Minneapolis, Minnesota
May 26, 2000
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Irving Weiser, John C. Appel
and Paula H. Phillippe, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-8, and any and all amendments (including post-effective amendments) thereto,
relating to the issuance of an aggregate of 500,000 shares of Common Stock of
Dain Rauscher Corporation pursuant to the Dain Rauscher Corporation 2000
Employee Stock Purchase Plan and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that such attorneys-in-fact and agents or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: May 26, 2000
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Irving Weiser
- ------------------------------ Chairman of the Board, President and Chief
Irving Weiser Executive Officer (principal executive officer) and
Director
/s/ David J. Parrin
- ------------------------------ Executive Vice President and Chief Financial
David J. Parrin Officer (principal financial and accounting officer)
/s/ John C. Appel
- ------------------------------ Vice Chairman and Director
John C. Appel
/s/ J. Evans Attwell
- ----------------------------- Director
J. Evans Attwell
/s/ Susan S. Boren
- ----------------------------- Director
Susan S. Boren
</TABLE>
<PAGE> 2
/s/ F. Gregory Fitz-Gerald
- ------------------------------- Director
F. Gregory Fitz-Gerald
/s/ Walter F. Mondale
- ------------------------------- Director
Walter F. Mondale
/s/ C.A. Rundell, Jr.
- ------------------------------ Director
C.A. Rundell, Jr.
/s/ Robert L. Ryan
- ----------------------------- Director
Robert L. Ryan
/s/ Arthur R. Schulze, Jr.
- ---------------------------- Director
Arthur R. Schulze, Jr.
/s/ Kenneth J. Wessels
- ---------------------------- Director
Kenneth J. Wessels
