AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON AUGUST 18, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
A. G. EDWARDS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-1288229
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
One North Jefferson Avenue, St. Louis, Missouri 63103
(Address of principal executive offices) (Zip Code)
A. G. EDWARDS, INC. 1988 INCENTIVE STOCK PLAN
(Full Title of the Plan)
Douglas L. Kelly,
Secretary
A. G. Edwards, Inc.
One North Jefferson Avenue
St. Louis, Missouri 63103
(Name and Address of Agent for Service)
(314) 289-3000
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Kathleen S. Schoene, Esq.
Peper, Martin, Jensen, Maichel and Hetlage
720 Olive Street, 24th Floor
St. Louis, Missouri 63101
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Proposed Maximum
Securities Amount to Maximum Aggregate Amount of
to be be Offering Offering Registration fee
Registered Registered Price Price
Per Share
<S> <C> <C> <C> <C>
Common 9,000,000 $23.625(2) $212,625,000(2) $73,413.10(2)(3)
Stock, Shares(1)
($1.00 par
value) and
associated
Common
Stock
Purchase
Rights
<FN>
<F1>
(1) Plus such additional shares and rights as may be issued by reason of
stock splits, stock dividends or similar transactions.
<F2>
(2) The proposed maximum offering price per share and maximum aggregate
offering price are estimated for the sole purpose of calculating the amount
of the registration fee. The fee has been calculated in accordance with Rule
457(h)(1) of Regulation C promulgated under the Securities Act of 1933.
Accordingly, the maximum offering price per share is based on the average of
the high and low prices of the Common Stock as reported in The Wall Street
Journal for the "New York Stock Exchange - Composite Transactions" for August
15, 1995.
<F3>
(3) Includes a minimum registration fee of $100.00 for the Common Stock
Purchase Rights.
</TABLE>
GENERAL INSTRUCTIONS
E. Registration of Additional Securities
The purpose of this Registration Statement on Form S-8 is to register an
additional 9,000,000 shares of Common Stock, $1.00 par value per share, and the
associated Common Stock Purchase Rights, of A.G. Edwards, Inc. (the "Company")
issuable pursuant to the A.G. Edwards, Inc. 1988 Incentive Stock Plan (the
"Plan"). This Registration Statement incorporates by reference all prior
registration statements filed on Form S-8 with respect to the Plan, including
Registration Statements No. 33-23837, No. 33-36609, and No. 33-52786, including
any amendments thereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Company are incorporated herein by reference:
(a) The Annual Report of the Company on Form 10-K for the year ended
February 28, 1995, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") on May 26, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended May 31,
1995 filed pursuant to Section 13 of the Exchange Act on July 14, 1995;
(c) 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 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;
(d) (1) The description of the Company's Common Stock, $1.00 par value per
share, as contained in the Registration Statement filed pursuant to Section 12
of the Exchange Act, including any amendment or report filed for the purpose of
updating such description; and
(II-1)
(2) The description of the Company's Common Stock Purchase Rights, as
contained in the Registration Statement on Form 8-A, filed with the Commission
pursuant to Section 12 of the Exchange Act on January 12, 1989, including any
amendment or report filed for the purpose of updating such description.
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 General Corporation Law of Delaware, Article IX of the
Company's Certificate of Incorporation and Article VII of the Company's Bylaws
provide for indemnification of directors, officers and others under certain
conditions and subject to specific limitations. Under its Certificate of
Incorporation and Bylaws, the Company must indemnify any person who is or was a
director or officer 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 or other enterprise, against any and all expenses, liabilities
and losses (including attorneys' fees), reasonably incurred or suffered by him
to the fullest extent authorized by the General Corporation Law of Delaware, as
amended (and as may be amended in the future, if such amendments provide for
broader indemnification rights).
The Company maintains directors' and officers' liability insurance which
protects each director and officer from liability for actions taken in their
capacity as directors or officers. This insurance may provide broader coverage
for such individuals than may be required by the provisions of the Company's
Certificate of Incorporation and Bylaws.
The foregoing represents a summary of the general effect of Delaware law and
the Company's Certificate of Incorporation and Bylaws for purposes of general
description only. Additional information regarding indemnification of directors
and officers can be found in the Delaware statutes, the Company's Certificate of
Incorporation and Bylaws, and its pertinent insurance contracts.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index on page II-7 hereof.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(II-2)
(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,
represents a fundamental change in the information set forth in the
registration statement;
(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) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the 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 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.
(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 being 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
(II-3)
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-4)
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 St. Louis, State of Missouri, on August 18, 1995.
A. G. EDWARDS, INC.
(Registrant)
By: /s/Benjamin F. Edwards III
Benjamin F. Edwards III
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Benjamin F. Edwards III and David W. Mesker, each of
them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
(II-5)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/Benjamin F. Edwards III Chairman of the )
Benjamin F. Edwards III Board of Directors, )
President and Chief )
Executive Officer )
(Principal Executive
Officer)
)
/s/David W. Mesker Treasurer and )
David W. Mesker Director (Principal )
Financial and )
Accounting Officer)
)
/s/Eugene J. King Controller )
Eugene J. King, Jr. (Principal )
Accounting Officer) )
)
)
/s/Robert G. Avis Director ) August 18, 1995
Robert G. Avis )
)
Director )
E. Eugene Carter )
)
/s/Robert C. Dissett Director )
Robert C. Dissett )
)
Director )
Samuel C. Hutchinson, Jr. )
)
Director )
Louis Fernandez )
)
Director )
Donna C. E. Williamson )
)
/s/Robert L. Bagby Director )
Robert L. Bagby
(II-6)
EXHIBIT INDEX
Exhibit Number*
4.1 Articles IV, V, X, XII, XIII and XV of the Company's Certificate
of Incorporation, filed as Exhibit 3(i) to the Company's Form 10-K for
the year ended February 28, 1995, filed with the Securities and
Exchange Commission on May 26, 1995 and incorporated herein by
reference.
4.2 Article II, Article III Sections 1 and 15, Article IV Sections 1
and 3, Article VI and Article VII Sections 1-3 of the Company's Bylaws
filed as Exhibit 3(ii) to the Company's Form 10-K for the year ended
February 28, 1995, filed with the Securities and Exchange Commission
on May 26, 1995 and incorporated herein by reference.
4.3 Rights Agreement dated as of December 30, 1988 between the
Company and Boatmen's Trust Company as Rights Agent as filed as
Exhibit 4 to the Company's Form 8-K Report dated December 30, 1988 and
incorporated herein by reference.
4.4 Amendment No. 1 to the Rights Agreement dated December 30, 1988,
between the Company and Boatmen's Trust Company as Rights Agent, dated
May 24, 1991 filed as Exhibit 4.4 to the Company's Form 10-K for the
fiscal year ended February 29, 1992, and incorporated herein by
reference.
4.5 Amendment No. 2 to the Rights Agreement dated December 30, 1988,
between the Company and Boatmen's Trust Company as Rights Agent, dated
June 22, 1995 filed as Exhibit 3 to the Company's Form 8-A/A dated
July 12, 1995, and incorporated herein by reference.
5 Opinion of Peper, Martin, Jensen, Maichel and Hetlage.
15 Omitted -- Inapplicable.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Peper, Martin, Jensen, Maichel and Hetlage contained in
Exhibit 5.
24 Power of Attorney contained on Page II-5 through II-6 hereof.
28 Omitted -- Inapplicable.
*Numbers correspond to document numbers in Exhibit Table of Item 601 of
Regulation S-K.
(II-7)
Exhibit 5
August 18, 1995
A.G. Edwards, Inc.
One North Jefferson Avenue
St. Louis, Missouri 63103
RE: 1988 Incentive Stock Plan
We are counsel for A.G. Edwards, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 9,000,000 shares of Common Stock, $1.00 par
value, of the Company (the "Shares") and associated Common Stock Purchase Rights
(the "Rights") to be issued under the A.G. Edwards, Inc. 1988 Incentive Stock
Plan, as amended and restated (the "Plan"). A Registration Statement on Form
S-8 (the "Registration Statement") with respect to such Shares and associated
Rights is being filed currently herewith with the Securities and Exchange
Commission.
As counsel, we have reviewed the organizational documents of the Company,
including the Certificate of Incorporation and Bylaws as amended to date, and we
have reviewed a certified copy of the Plan. We have also examined copies of
resolutions certified by the Secretary of the Company and adopted at: (i) a
meeting of the Board of Directors of the Company held on February 24, 1995; and
(ii) a meeting of the stockholders of the Company held on June 22, 1995. We
have also relied on a Certificate issued by the Delaware Secretary of State and
dated August 17, 1995, certifying as to the incorporation of the Company and to
the Company's good standing on that date (the "Public Document"). Where
questions of fact material to the opinions hereinafter expressed were not
independently established, we have relied upon statements of officials of the
Company. We have assumed the genuineness of all signatures and the authenticity
of all items submitted to us as originals and the conformity with originals of
all items submitted to us as copies. In rendering our opinions set forth in
Paragraph 1 below, we have relied solely upon the information contained in the
Public Document.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
2. The Shares, and the associated Rights, to be issued pursuant to the
Plan are duly and validly authorized.
3. When the Shares, and the associated Rights, to be issued pursuant to
the Plan are issued by the Company in accordance with the provisions of the
Plan, such Shares and associated Rights will be duly and validly issued, fully
paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 of the above-
mentioned Registration Statement.
/s/ PEPER, MARTIN, JENSEN, MAICHEL and HETLAGE
KSS/TAAC
Exhibit 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 relating to the A.G. Edwards, Inc. 1988 Incentive Stock Plan of our
report dated April 20, 1995 appearing on page 30 of the 1995 Annual Report to
Stockholders, on the financial statements of A.G. Edwards, Inc., incorporated by
reference in the Annual Report on Form 10K for the year ended February 28, 1995.
/s/Deloitte & Touche LLP
St. Louis, Missouri
August 17, 1995
