<PAGE> 1
As filed with the Securities and Exchange Commission on June 30, 1994.
Registration No. 33-____________
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
_________________________________________
JEFFERIES GROUP, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________
DELAWARE
(State or other jurisdiction of incorporation or organization)
_________________________________________________________________
95-2848406
(I.R.S. Employer Identification No.)
____________________________________________
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California 90025
(Address, including zip code, of Principal Executive Offices)
_____________________________________________________________________
JEFFERIES GROUP, INC.
AGREEMENTS TO TERMINATE EMPLOYMENT AGREEMENTS, STOCK OPTIONS,
PHANTOM EQUITY RIGHTS AND PROFITS BONUS RIGHTS RELATING TO
AND GRANTED BY INVESTMENT TECHNOLOGY GROUP, INC.
(Full title of the plan)
______________________________________
Frank E. Baxter, President
Jefferies Group, Inc.
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California 90025
(310) 914-1133
(Name, address and telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to be Amount to be price per offering registration
registered registered Share (1) price (1) fee (1)
- ---------------- ------------ --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 438,492 $ 43.50 $19,074,402 $6,577.38
value per share shares(2)
</TABLE>
_____________________________
(1) Computed pursuant to Rule 457(h)(1) based on the price at which the
shares may be purchased from the Company by the Selling Stockholders.
(2) Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as a
result of stock splits, stock dividends, or similar transactions in
accordance with anti-dilution provisions of the agreements pursuant to
which the shares are to be issued and sold.
<PAGE> 2
PROSPECTUS
- --------------------------------------------------------------------------------
JEFFERIES GROUP, INC.
438,492 SHARES
COMMON STOCK
- --------------------------------------------------------------------------------
This Prospectus relates to an aggregate of up to 438,492 shares (the
"Shares") of Common Stock, $.01 par value per share (the "Common Stock"), of
Jefferies Group, Inc., a Delaware corporation (the "Company"), which may be
offered for sale from time to time by any or all of the selling stockholders
(the "Selling Stockholders") named herein. The Shares will be purchased by the
Selling Stockholders from the Company under the terms of certain agreements
entered into by each of such Selling Stockholders with the Company, Investment
Technology Group, Inc. ("ITG") and, in some cases, Jefferies & Company, Inc.,
in connection with the termination and modification of certain compensatory
arrangements of the Company and its subsidiaries relating to ITG and its
predecessor. ITG is a subsidiary of the Company which, on May 11, 1994,
consummated an initial public offering of shares of its common stock; the
Company currently owns 80.2% of the outstanding ITG common stock. Jefferies &
Company, Inc. is a wholly owned subsidiary of the Company.
The Selling Stockholders and any brokers executing selling orders on
behalf of the Selling Stockholders may be deemed to be "underwriters" for
purposes of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such brokers may be deemed to be
underwriting commissions under the Securities Act. See "PLAN OF DISTRIBUTION."
The Company will pay all expenses incident to the offering and sale of the
Shares to the public other than commissions and discounts of underwriters,
dealers or agents. The Company and its subsidiaries will receive none of the
proceeds of this offering.
There is no assurance that any of the Selling Stockholders will sell
any or all of the Shares. The Company's Common Stock trades in the Nasdaq
National Market under the symbol JEFG. On June 28, 1994, the closing price of
the Company's Common Stock was $36.00 per share in the NASDAQ National Market.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UP-
ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
--------------------------------------------------------
No person has been authorized in connection with the offering made
hereby to give any information or to make any representation not contained in
this Prospectus and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or any subsidiary
or any underwriter. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby to any
person or by anyone in any jurisdiction in which it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that the
information contained herein is current as of any date subsequent to the date
hereof.
--------------------------------------------------------
One or more supplements to this Prospectus may be filed pursuant to
Rule 424, or otherwise, under the Securities Act to describe any material
arrangements for sale of the Shares differing from the arrangements described
herein, if such arrangements are entered into by the Selling Stockholders.
The date of this Prospectus is June 30, 1994.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
AVAILABLE INFORMATION
The Company files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Such reports, proxy statements and other information concerning the Company may
be inspected and copies may be obtained at the Commission's Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, as
well as at the following regional offices: New York Regional Office, Seven
World Trade Center, 13th Floor, New York, New York 10048; and Chicago Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
The Company has filed with the Commission a registration statement on
Form S-8 (of which this Prospectus is a part) under the Securities Act with
respect to the securities offered hereby (the "Registration Statement"). This
Prospectus does not include all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For additional information,
reference is made to the Registration Statement, including the exhibits filed
therewith. Such information may be inspected, and copies thereof may be
obtained, at the places and in the manner set forth above.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of the Company filed with the Commission are
incorporated by reference into this Prospectus:
A. The Company's Annual Report on Form 10-K for the Company's
fiscal year ended December 31, 1993, filed pursuant to Section 13(a) of the
Exchange Act.
B. The Company's Quarterly Report on Form 10-Q for the Company's
fiscal quarter ended March 31, 1994, filed pursuant to Section 13(a) of the
Exchange Act.
- 3 -
<PAGE> 4
C. The description of the Common Stock of the Company contained
in Amendment No. 2 (filed with the Commission on October 13, 1983) to the
Company's Registration Statement on Form S-1 (Registration Number 2-85950 filed
on August 18, 1983), incorporated by reference in the Company's Form 8-A (filed
with the Commission on March 1, 1984), including the Company's Form 8-K (filed
with the Commission on May 17, 1988) and any other amendment or report filed
for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated in this Prospectus by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated in this Prospectus by reference
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, on the written or oral request of such
person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into such information). Requests for
such copies should be directed to the Secretary, Jefferies Group, Inc., 11100
Santa Monica Boulevard, 12th Floor, Los Angeles, California 90025, or by
calling (310) 914-1300.
GENERAL INFORMATION
The Company is a holding company which, through its four primary
subsidiaries, Jefferies & Company, Inc., ITG, Jefferies International Limited
and Jefferies Pacific Limited, is engaged in securities brokerage and trading,
corporate finance and other financial services. The Company and its various
subsidiaries maintain offices in Los Angeles, New York, Short Hills, Chicago,
Dallas, Boston, Atlanta, New Orleans, Houston, San Francisco,
- 4 -
<PAGE> 5
Stamford, London and Hong Kong. The Company's executive offices are located at
11100 Santa Monica Boulevard, 10th Floor, Los Angeles, California 90025, and
its telephone number is (310) 445-1199.
Under the agreements pursuant to which the Selling Stockholders will
purchase the Shares from the Company, the Company is obligated to cause the
Shares to be registered under the Securities Act. Such agreements also provide
that each Selling Stockholder shall not sell or otherwise dispose of more than
10% of the Shares purchased by such Selling Stockholder in any calendar
quarter, beginning with the calendar quarter ended June 30, 1994, with any
amount permitted to be disposed of in a calendar quarter but not so disposed of
carried forward to succeeding calendar quarters. The restriction on the amount
of Shares that may be disposed of in a calendar quarter will not apply in the
event of a change of control of the Company, a tender offer for Company stock,
or a merger of the Company with or into an unaffiliated entity.
The agreements pursuant to which the Selling Stockholders will
purchase the Shares from the Company also provide that, if prior to the
issuance of the Shares the number of authorized shares of Common Stock are
increased, decreased or exchanged for a different number or kind of security,
or additional shares or new or different shares or other non-cash assets are
distributed with respect to such shares or other securities (whether by reason
of recapitalization, reclassification, stock dividend, stock split, reverse
stock split or other similar transaction), then, in order to prevent dilution
or enlargement of the Selling Stockholders' rights under the agreements, the
Company's Board of Directors will make appropriate and proportionate
adjustments in the number of Shares to be issued and sold under each agreement.
SELLING STOCKHOLDERS
The following table sets forth, as of June 29, 1994, the name
of each Selling Stockholder, the nature of any position, office or other
material relationship which the Selling Stockholder has had within the past
three years with the Company and its affiliates, the number of shares of Common
Stock owned by each Selling Stockholder prior to the offering described herein,
the number of Shares that may be offered and sold for each Selling
Stockholder's account and the amount and percentage of Common Stock to be owned
by each Selling Stockholder after completion of the offering described herein:
- 5 -
<PAGE> 6
<TABLE>
<CAPTION>
Common Stock To
Be Owned After
the Offering
Common Stock ----------------------
Owned Prior to Shares To
Name and Positions1/ the Offering2/ Be Sold Number Percent
- --------------------- --------------- --------- ---------- -------
<S> <C> <C> <C> <C>
Raymond L. Killian, Jr. 220,828.5 121,287 99,541.5 1.6%
President, Chief Execu-
tive Officer and Direc-
tor of ITG; Executive
Vice President of the
Company3/
Dale A. Prouty 220,933.1 214,893 6,040.1 5/
Executive Vice Presi-
dent and Director of
ITG4/
Scott P. Mason 51,980 51,980 0 5/
Director of ITG6/
Yossef A. Beinart 26,546.8 24,528 2,018.8 5/
Senior Vice President
of ITG Inc.7/
Demetri Silas 6,566.4 6,111 455.4 5/
employee
Andrew J. Winner 9,175.7 8,685 490.7 5/
employee
Mark A. Auburn 1,067.2 544 523.2 5/
employee
Sayvona Abel 879.8 523 356.8 5/
employee
Joseph Heled 1,302.7 879 423.7 5/
employee
James Mark Wright 8,672.0 7,304 1,368.0 5/
employee
Stuart E. Sperling 2,063.1 1,570 493.1 5/
employee
Michael J. Earlywine 575.2 188 387.2 5/
employee
</TABLE>
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<PAGE> 7
1/ The Selling Stockholders have held positions with ITG and/or
predecessors of ITG, including ITG Inc., an indirect subsidiary of the
Company since 1992, and Integrated Analytics Corporation ("IAC"),
acquired as an indirect subsidiary in 1991 and the business of which
was contributed to ITG Inc. in 1992. Each person identified as an
employee has been an employee of ITG Inc. and other subsidiaries of
the Company since 1991.
2/ Shares issuable to the Selling Stockholders pursuant to the agreements
are included. Shares of Common Stock owned directly or indirectly by
Selling Stockholders under employee benefit plans of the Company are
also included, except that shares that may be acquired upon exercise
of options granted by the Company are excluded. Mr. Killian, who has
options to acquire 41,094 shares of Common Stock (all of which are
currently exercisable), is the only Selling Stockholder currently
holding such options. Mr. Killian's shares include 20,230 shares held
by his wife, as to which shares he disclaims ownership.
3/ Mr. Killian has also served as President and Chief Executive Officer
and a Director of ITG Inc. since 1992, and has directed the activities
of ITG Inc. since 1987. In addition, Mr. Killian was a director of
the Company from 1985 until 1992.
4/ Mr. Prouty has also served as an Executive Vice President and a
Director of ITG Inc. since 1992. He also served as Chief Executive
Officer of IAC at the time it was acquired in 1991 and was an employee
from that time until he joined ITG Inc.
5/ Less than one percent.
6/ Mr. Mason has also served as a Director of ITG Inc. since 1992, and
has been a consultant to ITG and its predecessors since 1987.
7/ Mr. Beinart also served as Vice President of Development of IAC at the
time it was acquired in 1991 and was an employee from that time until
he joined ITG Inc.
Raymond L. Killian, Jr., one of the Selling Stockholders, may be
deemed to be an "affiliate" of the Company, as that term is defined under the
Securities Act.
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<PAGE> 8
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders
(or by their respective pledgees, donees, transferees or other successors in
interest). In addition to any such amount sold hereunder, the Selling
Stockholders may, at the same time, sell any shares of Common Stock owned by
them pursuant to the exemption under Rule 144 under the Securities Act,
regardless of whether such shares are Shares covered by this Prospectus.
Such sales may be made in the Nasdaq National Market, otherwise in the
over-the-counter market, on one or more securities exchanges, or otherwise at
prices and at terms then prevailing or at prices related to the then-current
market price or in negotiated transactions. The Shares may be sold by one or
more of the following methods, without limitation: (a) a block trade in which
the broker-dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transactions; (b) purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this Prospectus; (c) ordinary
brokerage transactions and transactions in which the broker-dealer solicits
purchasers; (d) an exchange distribution in accordance with the rules of such
exchange; and (e) face-to-face transactions between sellers and purchases
without a broker-dealer. In effecting sales of the Shares, broker-dealers
engaged by the Selling Stockholders may arrange for the participation of other
broker-dealers. Broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders in amounts to be negotiated immediately prior to the sale. Such
broker-dealers and any other participating broker-dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any commissions received by them and any profit on the resale of
Shares positioned by them may be deemed to be underwriting discounts and
commissions under the Securities Act.
Sales may be effected on behalf of one or more Selling Stockholders by
Jefferies & Company, Inc., a wholly owned subsidiary of the Company. In such
case, Jefferies & Company, Inc. will do no more than execute the order or
orders to sell the Shares as agent for each such Selling Stockholder, and will
receive no more than the usual and customary broker's commission. The amount
of such sales, if any, is not currently determinable.
Once the Company has been notified by a Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, special offering, exchange or secondary
distribution or a
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<PAGE> 9
purchase by a broker-dealer, a supplement to this Prospectus will be filed, if
required, pursuant to Rule 424 under the Securities Act, disclosing (a) the
name of each such Selling Stockholder and the participating broker-dealer(s);
(b) the number of Shares involved; (c) the price at which such Shares were
sold; (d) the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable; (e) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this Prospectus (as supplemented); and (f) other facts material to
the transaction.
There is no assurance that any of the Selling Stockholders will sell
any or all of the Shares offered hereby.
The Company will pay all expenses incident to the offering and sale of
the Shares to the public other than commissions and discounts of underwriters,
dealers or agents.
INDEMNIFICATION
Section 145 of the Delaware General Corporation Law and the Company's
Bylaws provide for the indemnification under certain conditions of directors,
officers, employees or agents.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Delaware General Corporation Law, the Company's
ByLaws or otherwise, the Company has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
- 9 -
<PAGE> 10
PART II
INFORMATION REQUIRED IN REGISTRATION
STATEMENT AND NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents of Jefferies Group, Inc., a Delaware
corporation (the "Company") filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this registration
statement:
(a) The Company's Annual Report on Form 10-K for the
Company's fiscal year ended December 31, 1993, filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(b) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1994.
(c) The description of the Common Stock of the Company
contained in Amendment No. 2 (filed with the Commission on October 13, 1983) to
the Company's Registration Statement on Form S-1 (Registration Number 2-85950
filed on August 18, 1983), incorporated by reference in the Company's Form 8-A
(filed with the Commission on March 1, 1984), including the Company's Form 8-K
(filed with the Commission on May 17, 1988) and any other amendment or report
filed for the purpose of updating such description.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated in this
registration statement by reference shall be deemed to be modified or
superseded for the purpose of this registration statement to the extent that a
statement contained in this registration statement or in any other subsequently
filed document which also is or is deemed to be incorporated in this
registration statement by reference modifies or replaces such statement.
Item 4. Description of Securities
Not applicable.
II - 1
<PAGE> 11
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Certificate of Incorporation of the Company, as amended,
provides that no director of the Company shall be personally liable to the
Company or its stockholders for monetary damages for any 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 law, (iii) under Section 174 of the Delaware General Corporation
Law (involving certain unlawful dividends or stock repurchases) or (iv) for any
transaction from which the director derived an improper personal benefit. The
Certificate of Incorporation further provides that if the Delaware General
Corporation Law is hereafter amended to authorize the further elimination or
limitation of the liability of a director, then the liability of a director of
the Company shall be further eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended. The
Certificate of Incorporation also provides that any amendment, repeal, or
modification of such provisions shall not adversely affect any right or
protection of a director of the Company for any act or omission occurring prior
to the date when such amendment, repeal or modification became effective.
Under Section 145 of the Delaware General Corporation Law, 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 (other
than an action by or in the right of the corporation) 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 the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding (i)
if such person acted in good faith and in a manner that person reasonably
believed to be in or not opposed to the best interests of the corporation and
(ii) with respect to any criminal action or proceeding, if he or she had no
reasonable cause to believe such conduct was unlawful. In actions brought by
or in the right of the corporation, a corporation may indemnify such person
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner that person reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification
II - 2
<PAGE> 12
shall be made in respect of any claim, issue or matter as to which that person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnification for
such expenses which the Court of Chancery or other such court shall deem
proper. To the extent that such person has been successful on the merits or
otherwise in defending any such action, suit or proceeding referred to above or
any claim, issue or matter therein, he or she is entitled to indemnification
for expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith. Expenses (including attorneys' fees)
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it is ultimately determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145.
Such expenses (including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the board of
directors deems appropriate. The indemnification and advancement of expenses
provided for, or granted pursuant to, Section 145 is not exclusive of any other
rights of indemnification or advancement of expenses to which those seeking
indemnification or advancement of expenses may be entitled, and a corporation
may purchase and maintain insurance against liabilities asserted against any
former or current director, officer, employee or agent of the corporation, or a
person who is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise whether or not the power to indemnify is provided by
the statute.
The Bylaws of the Company (the "Bylaws") provide that the Company
is required to indemnify to the fullest extent authorized or permitted by law
any current or former director or officer (or his testator or intestate) made
or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether criminal, civil, administrative, or
investigative, by reason of the fact that he is or was a director or officer of
the Company or is or was serving, at the request of the Company, as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise. Subject to applicable law,
the Company may indemnify an employee or agent of the corporation to the extent
that and with respect to such proceedings as the board of directors may
determine in its discretion.
The Company maintains directors' and officers' liability insurance
to insure its directors and officers against certain liabilities they may incur
while acting in such capacities. The
II - 3
<PAGE> 13
Company has entered into indemnification agreements with some of its current
directors.
Item 7. Exemption from Registration
Not applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
(4)(a) Amended Certificate of Incorporation is
incorporated by reference to Exhibit 3.1 of the
Company's Annual Report on Form 10-K filed for the
fiscal year ended December 31, 1987.
(4)(b) Amended By-Laws are incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on Form
10-K filed for the fiscal year ended December 31,
1986.
(4)(c) Specimen Common Stock Certificate is incorporated
by reference to Exhibit 4.1 to Amendment No. 2
(filed with the Commission on October 13, 1983) to
the Company's Registration Statement on Form S-1
(Registration No. 2-85950, filed with the
Commission on August 18, 1983).
(4)(d) Rights Agreement, dated as of May 12, 1988,
between the Company and the First National Bank of
Chicago relating to Preferred Share Purchase
Rights, including Form of Rights Certificate and
Form of Summary of Rights, is incorporated by
reference to Exhibit 1 to the Company's Form 8-K
(filed with the Commission on May 17, 1988).
(5) Not applicable (no original-issuance securities
are being registered).
(15) Not applicable.
</TABLE>
II - 4
<PAGE> 14
<TABLE>
<S> <C>
(23) Consent of KPMG Peat Marwick.
(24) Powers of Attorney (included on Pages II-7 and II-
8 of this registration statement).
(25) Not applicable.
(27) Not applicable.
(28) Not applicable.
(99) Not applicable.
</TABLE>
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 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 the registration statement; and
(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 the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
this registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this 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.
II - 5
<PAGE> 15
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II - 6
<PAGE> 16
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 Los Angeles, State of California, on June 29,
1994.
JEFFERIES GROUP, INC.
By: FRANK E. BAXTER
---------------
Frank E. Baxter
President
Each person whose signature appears below constitutes and
appoints Frank E. Baxter, President of the Company, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement and any and all other documents and
instruments incidental thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Commission and any
other regulatory authority, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
FRANK E. BAXTER President, Chief Executive Officer June 29, 1994
-----------------------
Frank E. Baxter and Chairman of the Board
ALAN D. BROWNING Executive Vice President and Chief June 29, 1994
-----------------------
Alan D. Browning Financial Officer
MAXINE SYRJAMAKI Controller June 29, 1994
-----------------------
Maxine Syrjamaki
</TABLE>
II - 7
<PAGE> 17
<TABLE>
<S> <C> <C>
RICHARD G. DOOLEY Director June 29, 1994
-----------------------
Richard G. Dooley
TRACY G. HERRICK Director June 29, 1994
-----------------------
Tracy G. Herrick
Director June 29, 1994
-----------------------
Michael L. Klowden
FRANK J. MACCHIAROLA Director June 29, 1994
-----------------------
Frank J. Macchiarola
BARRY M. TAYLOR Director June 29, 1994
-----------------------
Barry M. Taylor
MARK A. WOLFSON Director June 29, 1994
-----------------------
Mark A. Wolfson
</TABLE>
II - 8
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Description Numbered Page
------- ----------- -------------
<S> <C> <C>
(4)(a) Amended Certificate of Incorporation,
incorporated by reference to Exhibit 3.1 of the
Company's Annual Report on Form 10-K filed for
the fiscal year ended December 31, 1987.
(4)(b) Amended By-Laws, incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on
Form 10-K filed for the fiscal year ended
December 31, 1986.
(4)(c) Specimen Common Stock Certificate, incorporated
by reference to Exhibit 4.1 to Amendment No. 2
(filed with the Commission on October 13, 1983)
to the Company's Registration Statement on Form
S-1 (Registration No. 2-85950 filed with the
Commission on August 18, 1983).
(4)(d) Rights Agreement, dated as of May 12, 1988,
between the Company and the First National Bank
of Chicago relating to Preferred Share Purchase
Rights, including Form of Rights Certificate and
Form of Summary of Rights, incorporated by
reference to Exhibit 1 to the Company's Form 8-K
(filed with the Commission on May 17, 1988).
(5) Not applicable (no original-issuance securities
are being registered).
(15) Not applicable.
(23) Consent of KPMG Peat Marwick. 23
</TABLE>
Sequential Page 20
<PAGE> 19
<TABLE>
<S> <C>
(24) Powers of Attorney (included on Pages II-7 and
II-8 of this registration statement).
(25) Not applicable.
(27) Not applicable.
(28) Not applicable.
(99) Not applicable.
</TABLE>
Sequential Page 21
<PAGE> 1
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Jefferies Group, Inc.:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG PEAT MARWICK
Los Angeles, California
June 29, 1994
Sequential Page 23
