AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON SEPTEMBER 21, 1999
Registration No. 333-
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) 955-3000
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Thomas A. A. Cook
Blackwell Sanders Peper Martin LLP
720 Olive Street, 24th Floor
St. Louis, Missouri 63101
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount to Maximum Maximum Amount
to be Registered be Offering Aggregate of
Registered Price Offering Registration Fee
Per Share Price
<S> <C> <C> <C> <C>
Common Stock, ($1.00 15,000,000 $24.75(2) $371,250,000.00(2) $103,208(2)
par value) and associated Shares (1)
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 Rules 457(h)(1) and 457(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 September 17, 1999.
</TABLE>
<PAGE>
GENERAL INSTRUCTIONS
E. Registration of Additional Securities
The purpose of this Registration Statement on Form S-8 is to register an
additional 15,000,000 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, No. 33-52786 and No. 33-
61949, including any amendments thereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to Section 13(a) are
incorporated herein by reference:
(a) The Annual Report of the Company on Form 10-K for the year ended
February 28, 1999, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") on May 28, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended May
31, 1999, filed pursuant to Section 13 of the Exchange Act on July 15, 1999;
(c) (1) The description of the Company's Common Stock, $1.00 par value
per share, as contained in the Registration Statement filed with the Commission
pursuant to Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description; and
(2) The description of the Company's Common Stock Purchase Rights, as
contained in the Company's 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.
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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
II-1
<PAGE>
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:
(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
II-2
<PAGE>
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
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-3
<PAGE>
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 September 21, 1999.
A.G. EDWARDS, INC.
(Registrant)
By: /s/ Benjamin F. Edwards III
Benjamin F. Edwards III
Chairman of the Board, President
and Chief Executive Officer
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Benjamin F. Edwards III and Douglas L. Kelly, and
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.
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, President, )
Chief Executive )
Officer and Director )
(Principal Executive )
Officer) )
/s/ Robert L. Bagby Vice Chairman of the )
Robert L. Bagby Board and Director )
/s/ Benjamin F. Edwards IV Vice Chairman of the )
Benjamin F. Edwards IV Board and Director )
/s/ Robert L. Proost Vice President, ) September 21, 1999
Robert L. Proost Treasurer and Director)
(Principal )
Financial Officer) )
/s/ Ronald J. Kessler Director )
Ronald J. Kessler )
Director )
E. Eugene Carter )
Director )
Charmaine S. Chapman )
Director )
Samuel C. Hutchinson, Jr. )
II-5
<PAGE>
Director )
Louis Fernandez )
/s/ Thomas H. Martin, Jr. ) Controller ) September 21, 1999
Thomas H. Martin, Jr.
/s/ Joseph G. Porter ) Principal Accounting )
Joseph G. Porter ) Officer )
<PAGE>
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,
1993, 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, 1994,
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.
4.6 Amendment No. 3 to the Rights Agreement dated December
30, 1988, between the Company and Boatmen's Trust Company
as Rights Agent, dated July 11, 1997 filed as Exhibit 4.6
to the Company's Form 10-K for the fiscal year ended
February 28, 1998, and incorporated herein by reference.
5 Opinion of Blackwell Sanders Peper Martin LLP.
15 Omitted -- Inapplicable.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Blackwell Sanders Peper Martin LLP contained
in Exhibit 5.
24 Power of Attorney contained on Pages II-5 through II-6
hereof.
*Numbers correspond to document numbers in Exhibit Table of Item 601 of
Regulation S-K.
II-7
<PAGE>
September 21, 1999
A.G. Edwards, Inc.
One North Jefferson Avenue
St. Louis, Missouri 63103
RE: A.G. Edwards, Inc. 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, of 15,000,000 shares of Common Stock, $1.00 per share 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 (the "Plan").
A Registration Statement on Form S-8 (the "Registration Statement") with
respect to such Shares and associated Rights is being filed concurrently
herewith with the Securities and Exchange Commission.
As counsel, we have reviewed the organizational documents of the Company,
including the Certificate of Incorporation and the Bylaws as amended to date,
and we have reviewed a certified copy of the Plan. We also have 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 19, 1999; and
(ii) a meeting of the stockholders of the Company held on June 24, 1999. We
also have relied on a Certificate issued by the Delaware Secretary of State and
dated September 21, 1999, certifying as to the incorporation of the Company and
to the Company's good standing on that date (the "Certificate"). 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 the 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
Certificate.
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, and
such Shares will be fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 of the above-
mentioned Registration Statement.
/s/ Blackwell Sanders Peper Martin LLP
BLACKWELL SANDERS PEPER MARTIN LLP
TAAC
Exhibit 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
of A.G. Edwards, Inc. on Form S-8 of our report dated April 22, 1999,
appearing in the Annual Report on Form 10-K of A.G. Edwards, Inc., for the
year ended February 28, 1999.
/s/ Deloitte & Touche LLP
September 21, 1999
St. Louis, Missouri
