<PAGE> 1
Registration No. 333-______
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.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
(Full title of the plans)
______________________________________
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)
<PAGE> 2
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be to be reg- price per offering registration
registered(1) istered(1) Share price fee
- ---------------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 10,000 $ 21.50(2) $ 215,000 $ 74.14
value shares
10,000 16.875(2) 168,750 58.19
shares
230,000 35.5625 8,179,375 2,820.47
shares (3)
Total Amount of Fee $ 2,952.80
==========
</TABLE>
_____________________________
(1) This registration statement (the "Registration Statement") covers
shares of Common Stock of Jefferies Group, Inc. (the "Company") which
may be offered and sold from time to time pursuant to the Company's
Non-Employee Directors' Stock Option Plan (the "1994 Plan") and
Non-Employee Directors' Deferred Compensation Plan (the "1996 Plan").
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 the anti-dilution provisions of the 1994 Plan and
1996 Plan.
(2) Computed pursuant to paragraph (h) of Rule 457 for the purpose of
calculating the registration fee, based upon the price at which
outstanding options may be exercised.
(3) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for
the purpose of calculating the registration fee, based upon the
average of the reported high and low sales prices for shares of Common
Stock on April 10, 1996, as reported in the consolidated reporting
system for New York Stock Exchange-listed securities.
(4) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows: 1/29th of one percent of the proposed maximum
aggregate offering price.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted as permitted pursuant to Rule 428 and Form S-8.
Item 2. Registrant Information.
Omitted as permitted pursuant to Rule 428 and Form S-8.
I - 1
<PAGE> 4
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, 1995, 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 Current Report on Form 8-K, filed pursuant
to Section 13(a) or 15(d) of the Exchange Act on March 26, 1996.
(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 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 or deemed
to be incorporated in this Registration Statement by reference shall be deemed
to be modified or superseded for purposes 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 supersedes such
statement. Any statement so modified shall not be deemed in its unmodified
form, and any statement so superseded shall not be deemed, to constitute a part
of this Registration Statement.
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<PAGE> 5
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
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 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
II - 2
<PAGE> 6
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 By-Laws of the Company (the "By-Laws") 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 Amended Certificate of Incorporation of the Company (the
"Certificate") 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 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 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
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<PAGE> 7
to the date when such amendment, repeal or modification became effective.
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 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.
(5) Opinion of Morgan, Lewis & Bockius LLP with
respect to the legality of securities being
registered.
(15) Not applicable.
(23)(a) Consent of KPMG Peat Marwick LLP.
(23)(b) Consent of Morgan, Lewis & Bockius LLP
(included in Exhibit 5).
(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.
</TABLE>
II - 4
<PAGE> 8
<TABLE>
<S> <C>
(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;
notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in 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.
(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.
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<PAGE> 9
(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.
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<PAGE> 10
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 April 12,
1996.
JEFFERIES GROUP, INC.
By: Frank E. Baxter
------------------------------
Frank E. Baxter
President
Each person whose signature appears below constitutes and
appoints Frank E. Baxter, President and Chief Executive Officer of the Company,
and Jerry M. Gluck, Secretary and General Counsel of the Company, and each of
them, 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
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, or his substitute, 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 April 12, 1996
- ----------------------- Officer and Chairman of
Frank E. Baxter the Board
Clarence T. Schmitz Executive Vice President April 12, 1996
- ----------------------- and Chief Financial Officer
Clarence T. Schmitz
Maxine Syrjamaki Controller April 12, 1996
- -----------------------
Maxine Syrjamaki
</TABLE>
II - 7
<PAGE> 11
<TABLE>
<S> <C> <C>
Richard G. Dooley Director April 12, 1996
- -----------------------
Richard G. Dooley
Tracy G. Herrick Director April 12, 1996
- -----------------------
Tracy G. Herrick
Michael L. Klowden Director April 12, 1996
- -----------------------
Michael L. Klowden
Frank J. Macchiarola Director April 12, 1996
- -----------------------
Frank J. Macchiarola
Barry M. Taylor Director April 12, 1996
- -----------------------
Barry M. Taylor
Mark A. Wolfson Director April 12, 1996
- -----------------------
Mark A. Wolfson
</TABLE>
II - 8
<PAGE> 12
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.
(5) Opinion of Morgan, Lewis & Bockius LLP with 13
respect to the legality of securities being
registered.
(15) Not applicable.
(23)(a) Consent of KPMG Peat Marwick LLP. 15
(23)(b) Consent of Morgan, Lewis & Bockius LLP (included
in Exhibit 5).
(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>
<PAGE> 1
Exhibit 5
April 12, 1996
Jefferies Group, Inc.
11100 Santa Monica Boulevard
Los Angeles, CA 90025
Re: Registration Statement on Form S-8 Relating to the
Jefferies Group, Inc. Non-Employee Directors' Stock
Option Plan and Non-Employee Directors' Deferred
Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to Jefferies Group, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to 250,000
shares of the Company's common stock (the "Registered Shares"), $.01 par value
per share (the "Common Stock"), to be offered and sold under the Company's
Non-Employee Directors' Stock Option Plan (the "1994 Plan") and the
Non-Employee Directors' Deferred Compensation Plan (the "1996 Plan" and,
together with the 1994 Plan, the "Plans").
In connection with this opinion, we have examined the Registration
Statement, the Amended Certificate of Incorporation and Amended By-Laws of the
Company, certain of the Company's corporate proceedings as reflected in its
minute books, the Plans, and such other records as we have deemed relevant. In
our examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
with the originals of all documents submitted to us as copies. In addition, we
have made such other examinations of law and fact as we have deemed appropriate
in order to form a basis for the opinion hereinafter expressed.
In our opinion, the Registered Shares that may be originally
issued by the Company in connection with the Plans, when and to the extent
issued in accordance with the terms of the Plans and the resolutions
authorizing the Plans for a price per share not less than the par value
thereof, and, in the case of the 1996 Plan, assuming such 1996 Plan is duly
approved by shareholders of
<PAGE> 2
Jefferies Group, Inc.
April 12, 1996
Page 2
the Company at the 1996 Annual Meeting of Shareholders, will be validly issued,
fully paid, and non-assessable shares of Common Stock.
We render this opinion as members of the Bars of the State of New
York and the District of Columbia. The opinion set forth above is limited to
the Delaware General Corporation Law, as amended.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement. In giving such opinion and consent, we do not
thereby admit that we are acting within the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations
of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE> 1
Exhibit (23)(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Jefferies Group, Inc.:
We consent to the use of our report incorporated herein by reference.
KPMG Peat Marwick LLP
Los Angeles, California
April 12, 1996
