<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 1998
REGISTRATION NO. ______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
RAYMOND JAMES FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-1517485
------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
880 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA 33716
(Address of Principal Executive Offices)
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
MARY JEAN KISSNER
RAYMOND JAMES FINANCIAL, INC.
880 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA 33567
813/573-3800
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
------------------------------
COPY TO:
WILLIAM J. SCHIFINO, ESQ.
SCHIFINO & FLEISCHER, P.A.
SUITE 2700
ONE TAMPA CITY CENTER
TAMPA, FLORIDA 33602
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT
TITLE OF TO BE PRICE OFFERING OF REGISTRATION
SECURITIES TO REGISTERED(1) PER SHARE(2) PRICE FEE (2)
BE REGISTERED
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 1,500,000 SHS. $23.1875 $34,781,250 $10,261
$.01 PAR VALUE
======================================================================================================================
</TABLE>
------------------------------
(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of additional shares as may hereinafter be
offered or issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions effected without receipt of
consideration as provided by the Plan.
(2) Based on the closing price of the Company's shares on the New York
Stock Exchange on December 8, 1998.
<PAGE> 2
PART I
The purpose of this registration statement is to register under the
Securities Act of 1933, as amended, 1,500,000 shares of the Registrant's Common
Stock, which shares are included in the Registrant's 1998 Employee Stock
Purchase Plan (the "Plan"). The Plan will be presented to shareholders for
approval at the 1999 annual meeting of shareholders scheduled to be held in
February 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
By this reference, the following documents filed or to be filed by
Raymond James Financial, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated into and made a part of this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
September 26, 1997 filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended.
b(1) Quarterly Reports on Form 10-Q for the quarters ended
December 26, 1997, March 27, 1998 and June 26, 1998 filed
pursuant to Section 13 of the Securities Exchange Act of
1934, as amended.
b(2) Proxy Statement dated December 17, 1997 filed in connection
with the Company's Annual Meeting of Shareholders held
February 12, 1998.
b(3) All documents filed by the Company with the Commission
subsequent to the date of this Registration Statement under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, and 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
into and made a part of this Registration Statement from the
date of filing of such documents with the Commission.
(c) The Company's Certificate of Incorporation authorizes the
issuance of up to 100,000,000 shares of Common Stock, $.01
par value. The holders of the shares of Common Stock are
entitled to one vote for each share held of record on all
matters on which stockholders are entitled or permitted to
vote. Such holders may not cumulate votes in the election of
directors. The holders of Common Stock are entitled to
receive such dividends as may lawfully be declared by the
Board of Directors out of funds legally available therefor
and to share pro rata in any other distribution to the
holders of Common Stock. The holders of Common Stock are
entitled to share ratably in the assets of the Company
remaining after the payment of liabilities in the event of
any liquidation, dissolution or winding up of the affairs of
the Company. There are no preemptive rights, conversion
rights, redemption or sinking fund provisions or fixed
dividend rights with respect to Common Stock. All outstanding
shares of Common Stock are fully paid and non-assessable, and
the shares of Common Stock to be issued in this offering,
upon payment therefor, will be fully paid and non-assessable.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock issuable under the Company's 1998
Employee Stock Purchase Plan will be passed upon for the Company by Schifino &
Fleischer, P.A., Tampa, Florida.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has authority under applicable provisions of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided under such Act. The Company's Bylaws provide indemnification
provisions for the benefit of the Company's directors and officers as follows:
"Each director and officer of the Corporation, whether or not then in
office, shall be indemnified by the Corporation against all costs and expenses
reasonably incurred or imposed upon him in connection with or arising out of
any claim, demand, action, suit or proceeding in which he may be involved or to
which he may be made a party by reason of his being or having been a director
or officer of the Corporation (said expenses to include attorney's fees and the
costs of reasonable settlements made with a view to curtailment of costs of
litigations), except in relation to matters as to which he finally shall be
adjudged in any such action, suit or proceeding to have been derelict in the
performance of his duty as such director or officer. Such right of
indemnification shall not be exclusive of any other rights to which he may be
entitled as matter of law; and the foregoing rights of indemnification shall
inure to the benefit of the heirs, executors and the administrators of any such
director or officer."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibit numbers on the following list correspond to the numbers in
the exhibit table required pursuant to Item 601 of Regulation SK:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
5.0 Opinion of Schifino & Fleischer, P. A. as to the legality of
the securities being registered
10.1 Copy of 1998 Employee Stock Purchase Plan
24.1 Consent of Schifino & Fleischer, P.A. See Exhibit 5
24.2 Consent of PricewaterhouseCoopers LLP.
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers of 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 event arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
<PAGE> 4
(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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(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.
The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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 Company
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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
<PAGE> 5
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. Petersburg and State of Florida, on the
19th day of November, 1998.
RAYMOND JAMES FINANCIAL, INC.
By: /s/ Thomas A. James
----------------------------------------
Thomas A. James, Chief Executive Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Thomas A. James Chief Executive Officer November 19, 1998
- ---------------------------------------- and Director
Thomas A. James
/s/ Jeffrey P. Julien Chief Financial Officer November 19, 1998
- ----------------------------------------
Jeffrey P. Julien
/s/ Jennifer Ackart Chief Accounting Officer November 19, 1998
- ----------------------------------------
Jennifer Ackart
/s/ Angela M. Biever Director November 19, 1998
- ----------------------------------------
Angela M. Biever
/s/ Jonathan A. Bulkley Director November 19, 1998
- ----------------------------------------
Jonathan A. Bulkley
/s/ Elaine Chao
- ---------------------------------------- Director November 19, 1998
Elaine Chao
/s/ Thomas S. Franke Director November 19, 1998
- ----------------------------------------
Thomas S. Franke
/s/ Francis S. Godbold Director November 19, 1998
- ----------------------------------------
Francis S. Godbold
/s/ M. Anthony Greene Director November 19, 1998
- ----------------------------------------
M. Anthony Greene
/s/ Harvard H. Hill, Jr. Director November 19, 1998
- ----------------------------------------
Harvard H. Hill, Jr.
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ Huntington A. James Director November 19, 1998
- ----------------------------------------
Huntington A. James
/s/ Paul W. Marshall Director November 19, 1998
- ----------------------------------------
Paul W. Marshall
/s/ J. Stephen Putnam Director November 19, 1998
- ----------------------------------------
J. Stephen Putnam
/s/ Robert F. Shuck Director November 19, 1998
- ----------------------------------------
Robert F. Shuck
/s/ Dennis W. Zank Director November 19, 1998
- ----------------------------------------
Dennis W. Zank
</TABLE>
<PAGE> 1
SCHIFINO & FLEISCHER, P.A.
ATTORNEYS AT LAW
<TABLE>
<S> <C> <C>
WILLIAM J. SCHIFINO TELEPHONE: (813)223-1535 ONE TAMPA CITY CENTER
FRANK N. FLEISCHER TELECOPIER: (813)223-3070 201 NORTH FRANKLIN STREET
LINA ANGELICI INTERNET: [email protected] SUITE 2700
AMY LETTELLEIR TAMPA, FLORIDA 33602
CYNTHIA C. ELLIS
</TABLE>
December 9, 1998
Exhibit 5
Raymond James Financial, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716
Re: Form S-8 Registration
Gentlemen:
We are acting as counsel for Raymond James Financial, Inc., a Florida
corporation (the "Company"), in connection with the proposed offer by the
Company of up to 1,500,000 shares of the Company's Common Stock (the "Shares)
pursuant to the Company's 1998 Employee Stock Purchase Plan (the "Plan"). Such
shares are covered by the Company's Registration Statement on Form S-8 being
filed with the Securities and Exchange Commission. We are rendering this
opinion as of the date hereof.
We have examined, among other things, the Certificate of Incorporation
and By-Laws, as amended, of the Company, the records of corporate proceedings
of the Company which have occurred prior to the date hereof with respect to
such offering, the Registration Statement, the Plan and such other documents
and representations as we deemed necessary in order to render the opinion
expressed herein.
Based upon the foregoing, it is our opinion that the Shares have been
legally authorized for issuance and, upon the issuance and delivery thereof in
accordance with the provisions of the Plan will be legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ William J. Schifino
William J. Schifino
For the Association
WJS/amh
<PAGE> 1
EXHIBIT 10.1
RAYMOND JAMES FINANCIAL INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
I
PURPOSE
The purpose of this Plan is to enable the employees of Raymond James
Financial, Inc. and its consolidated subsidiaries to acquire its Common Stock
at an advantageous price with either their own funds or savings accumulated
through payroll deductions. The Board of Directors of the Company believes the
employee participation in the ownership of the Company will be to the mutual
benefit of the employees and the Company. It is the intention of the Company to
have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of
the Internal Revenue Code of 1986 (hereinafter called the "Code"). The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that
section of the Code.
II
DEFINITIONS
a. "Account Balance" means the total of funds accumulated through payroll
deductions (including amounts carried over from a prior Accumulation
Period), funds remitted to the Plan by personal check (including
amounts carried over from a prior Accumulation Period), and amounts
specified as a charge to an existing brokerage account.
b. "Accumulation Period" means the period beginning with each Exercise
Date and ending upon the immediately succeeding Option Date.
c. "Beneficiary" means the person or persons designated as such by an
Employee in accordance with the Plan.
d. "Board of Directors" means the Board of Directors of the Company.
e. "Business Day" means any day that the exchange upon which the stock is
then traded is open for business.
f. "Committee" means the Employee Stock Purchase Plan Committee as
appointed by the Board of Directors of the Company.
g. "Company" means Raymond James Financial, Inc., a Florida corporation,
and any successor which adopts the Plan.
h. "Compensation" means, except as provided in Article IV, the total
amounts paid to an Employee during an Accumulation Period by the
Employer that may be considered remuneration for employment for
purposes of the Federal Insurance Contributions Act (Social Security)
within the meaning of
<PAGE> 2
Section 3121(a) of the Code without regard to the exclusion of
remuneration in excess of the Social Security contribution and benefit
base pursuant to Section 3121(a)(1) of the Code.
i. "Effective Date" means November 19, 1998.
j. "Employee" means any person who is regularly and actively employed by
the employer on the first Business Day of any Accumulation Period,
provided, however, that the term "Employee" does not include any
person whose customary employment is 20 hours or less per week or
whose customary employment is for not more than five months in any
calendar year or who, immediately after an option is granted under the
Plan, owns stock of the Company possessing 5% or more of the total
combined voting power of all classes of stock of the Company as
determined in accordance with Section 423(b)(3) of the Code. Any
period during which a person is or was on leave of absence from the
Employer for the purpose of serving an active duty with the Armed
Forces of the United States shall be considered a period during which
such person is or was regularly and actively employed by the Employer
for the purpose of applying the foregoing definition of an Employee.
k. "Employer" means the Company and its consolidated subsidiaries.
l. "Exercise Date" means the first Business Day immediately following an
Option Date.
m. "Fair Market Value" means the mean between the highest and lowest
selling prices at which shares of the Common Stock were traded or, if
the Common Stock was not traded on a specified date, upon the basis of
the mean of such prices on the date nearest preceding that date.
n. "Option Date" means the first Business Day of March, June, September
or December of any year as of which the Board of Directors grants
options under the Plan.
o. "Option Price" means an amount equal to 85% of the Fair Market Value
per share of the Stock on the Option Date.
p. "Plan" means the 1998 Employee Stock Purchase Plan of Raymond James
Financial, Inc. as set forth herein.
q. "Stock" or "Common Stock" means the $0.01 par value Common Stock of
the Company.
<PAGE> 3
III
NATURE OF THE OPTION
Each option granted shall be exercisable only on its Exercise Date and
only if the person to whom granted is then employed by the Employer. No
Employee shall be granted an option which permits his rights to purchase Stock
under the plan to accrue at a rate which exceed $25,000.00 of fair market value
of Stock (determined at the time such option is granted) for any calendar year.
No option shall be transferable and no option shall be exercisable by anyone
other than the Employee to whom granted. Subject to the overall limitations
contained herein with respect to the total number of shares to be made subject
to option under the Plan, the Board of Directors shall determine the maximum
number of shares of Stock, if any, to be made subject to option on each Option
Date.
The Board of Directors shall fix said maximum number at the lesser of
(1) the maximum number of shares of Stock purchasable at the Option Price with
all Employees' Account Balances or (2) a specified number of shares of Stock.
Each Employee shall then be granted on the Option Date an option to purchase at
the Option Price that percentage of the total number of shares of Stock with
respect to which options are granted on the Option Date which is equal to the
percentage which his Account Balance represents of the total Account Balances
of all Employees to whom options are granted on the Option Date.
IV
PAYROLL DEDUCTIONS
The Board of Directors shall specify the maximum percentage (which
shall never exceed 20%) of his compensation which an Employee may accumulate
during the Accumulation Period for the purpose of applying such accumulated
funds for the purchase of Stock under the Plan. For purposes of applying the
20% limitation, the Employee's compensation shall include the amount by which
the Employee has electively reduced his compensation to purchase benefits on a
pretax basis pursuant to a Company-sponsored plan under Section 235 of the Code
or any other similar plan established by the Company or pursuant to a
Company-sponsored plan under Section 401(k) of the Code. The Employer will
deduct from the compensation otherwise payable to the Employee during the
Option Period the percentage or fixed dollar amount which the Employee shall
have specified in writing to the Employer prior to the commencement of the
Accumulation Period, and the Employer will accumulate such amounts and credit
them to the Employee's account. Except as provided in Article V, only amounts
accumulated through such payroll deductions may be used for the purchase of
Stock under the option granted. Amounts accumulated through payroll deductions
shall be deposited into the employee's Raymond James brokerage account. An
employee may not increase or reduce the rate of payroll deductions, if any,
specified by him for a given Accumulation Period once such Accumulation Period
has begun, but may, upon 10 days notice in writing, discontinue his payroll
deductions for the Accumulation Period then in effect. Any such discontinuance
shall be permanent for such Accumulation Period.
The authorization which the Employee must complete, sign and deliver
to the Employer in order to enter the Plan shall include the following:
1. A specification of the percentage rate or fixed dollar amount to be
deducted from his compensation during the Accumulation Period.
<PAGE> 4
2. A direction that the maximum possible number of shares of Stock be
purchased on the Exercise Date except to the extent the Employee shall
have notified the Employer in writing to the contrary prior to
the Exercise Date.
3. A specification of the exact name or names (which must include the
Employee's name and may include the name of another person as joint
owner) in which Stock purchased is to be registered.
4. An agreement that the Employee will not dispose of any Stock acquired
under the Plan within one year after the Exercise Date. This agreement
may be waived by the Committee if a sale of said Stock within one year
from the Exercise Date is necessary to enable the Employee to meet
immediate and heavy financial needs if such financial hardship cannot
be met by other reasonably available resources of the Employee. Such a
waiver shall be valid only if and when the Employee makes written
application to the Committee and if the Employee receives written
approval from the Committee. If an Employee who has acquired stock
under the Plan dies within one year after the Exercise Date and his
estate or beneficiary(ies) applies for a waiver of this agreement for
any reason, such a waiver shall be approved by the Committee.
5. An agreement that the Employee will inform the Company of any
disposition of any Stock acquired under the Plan within two years from
the Option Date pertaining to such shares.
6. An agreement that the certificates evidencing any Stock acquired under
the Plan shall remain in a safekeeping location maintained by the
Company for a period of two years from the Option Date and one year
from the Exercise Date so that the Company will be able to monitor
compliance with the provisions of the Plan governing disposition of
Stock. In accordance with the Company's normal margin policies, the
Stock may be coded as a margin position.
7. A designation of the Beneficiary to whom the balance in the Employee's
account is to be paid in the event of his death.
V
LUMP SUM PURCHASE OPPORTUNITY
As an alternative to the payroll deduction method of accumulating
funds for the purchase of Stock as described in Article IV, Employees may elect
to purchase Stock by presenting a personal check to the individual designated
by the Committee as the Stock Purchase Plan Coordinator (the "Coordinator") no
later than the twenty-fifth (25th) day of the final month of an Accumulation
Period. Alternatively, Employees may elect to purchase such shares of stock by
informing the Coordinator, no later than the twenty-fifth (25th) day of the
final month of an Accumulation Period of the account number of the Employee's
brokerage account to be charged. In order to be eligible to utilize a lump sum
purchase opportunity, the Employee must have been employed by the Company as of
the first Business Day of the applicable Accumulation Period. The Option Price
for Stock purchased through the lump sum purchase opportunity shall be the same
as Stock purchased under the payroll deduction method described in Article IV,
and shall be subject to all of the requirements and limitations set forth in
Article IV including a limitation of 20% of compensation during the
Accumulation Period. Options shall be exercised under the terms of Article VI
on behalf of all participating employees who elect the lump sum purchase
opportunity in a timely manner.
<PAGE> 5
VI
EXERCISE OF OPTIONS
Unless prior to the Exercise Date the Employee shall have notified the
Coordinator in writing that he does not intend to exercise same or all of the
options which may be or have been granted to him under the Plan, on the
Exercise Date the Employer shall automatically exercise on the Employee's
behalf an option to purchase the maximum amount of shares of Stock purchasable
at the Option Price with the Employee's Account Balance (or if the Employee
shall have specified some lesser amount as aforesaid not in excess of such
lesser amount); provided, that if the total number of shares of Stock
purchasable on behalf of all Employees with the total aggregate Account
Balances available to purchase shares of Stock exceeds the aggregate maximum
number of shares of Stock which the Board of Directors shall have specified to
be purchasable on the Exercise Date, the option of each Employee will be
exercised to purchase only that percentage of the total aggregate number of
Shares of Stock available for purchase which is equal to the percentage that
the Employee's Account Balance available to purchase shares of Stock represents
of the total aggregate Account Balances of all Employees available to purchase
shares of Stock.
Anything (except the second paragraph of Article VIII to the contrary)
otherwise contained in the Plan notwithstanding, no Employee shall be permitted
to purchase in excess of 1,000 shares of Stock in any calendar year. Only full
shares of Stock may be purchased, and no fractional shares will be issued. All
shares of Stock purchased pursuant to this Plan must be paid for in full on or
before the Exercise Date. As soon as practicable after the Exercise Date, the
Employer will report to each Employee the number of shares of Stock purchased
by him and the cost of such shares, and the cash balance, if any, to be carried
over into the next Accumulation Period. Alternatively, if the Employee informs
the Coordinator by no later than the Exercise Date that he would like refunded
to him any amount which would be subject to carryover, then such instruction
shall be followed and a refund will be made. If the Employee informs the
Coordinator by no later than the Exercise Date that he does not intend to
exercise any options granted to him on the Option Date immediately preceding
such Exercise Date:
1. Funds accumulated through payroll deductions shall remain in the
Employee's RJA brokerage account. Such funds shall not be carried
forward for the purpose of purchasing shares of Stock under the Plan
in a subsequent Accumulation Period unless specifically requested in
writing by the Employee.
2. Any funds remitted by personal check shall be refunded, without
interest, unless the Employee elects in writing to carry the balance
forward to the subsequent Accumulation Period.
3. Any brokerage account instructions submitted by the Employee shall be
disregarded.
VII
TERMINATION OF RIGHTS
At any time prior to the Exercise Date, an Employee may upon written
notice to the Coordinator withdraw all, but not less than all, of the balance
accumulated in his account through payroll deductions. Such withdrawal shall
terminate the Employee's right to participate in the Plan during the
Accumulation Period during which notice of the withdrawal is made.
<PAGE> 6
Within 10 days after the Employee shall cease to be employed by the
Employer or any subsidiary of the Employer for any reason, including death,
disability and retirement, any balance in his account arising from the
remittance of a personal check shall be refunded to him or, in the event of his
death, to his Beneficiary or his estate. Such refund shall be made without
interest. In addition any unexecuted account instructions shall be disregarded.
VIII
STOCK TO BE ISSUED
The shares of Stock purchased by Employees under the Plan may, at the
election of the Company, be either treasury stock or originally issued stock.
Effective as of November 19, 1998, the maximum number of shares of Stock which
shall be available for purchase by Employees under the Plan shall be 1,500,000
shares, subject to adjustment for changes in capitalization of the Company as
described in the following paragraph.
In the event that prior to the transfer of all of the shares of Stock
which may be issued in accordance with this Plan, there shall be any increases
or reductions in the number of shares of Stock of the Company outstanding by
reason of any one or more stock dividends, stock splits, stock constrictions or
any other material change in the capital structure of the Company by way of
reclassification, reorganization or recapitalization, the aggregate number of
shares of Stock which may be issued under this Plan and the number of shares of
Stock which may be purchased under each option then or thereafter in effect and
the purchase price to be paid therefore shall be proportionately and equitably
adjusted. No such adjustment shall, however, entitle any Employee to purchase a
fractional share of Stock hereunder, and rights to purchase shares of Stock
shall always be limited after each such adjustment to the lower full share.
No one shall, by any reason of this Plan or of any option granted or
of the exercise of rights under any such option, have any interest in shares of
Stock of the Company nor any rights of, or status as, a stockholder of the
Company unless and until certificates representing such shares are issued. The
Company shall be under no obligation to issue certificates for shares of Stock
unless and until such shares of Stock shall have been paid for in full and all
of the applicable provisions of this plan and of the option granted shall have
been complied with.
If, for any reason, the Company does not have available on any
Exercise Date sufficient shares of Stock to satisfy the options then otherwise
exercisable, the Company shall make a pro rata allocation of the shares of
Stock available based upon the respective balances available to purchase shares
of Stock in each Employee's account and the excess balance in each Employee' s
account shall be returned to him in cash with his pro rata shares of the
available stock.
IX
EMPLOYEE STOCK PURCHASE PLAN ADMINISTRATION
The Board of Directors shall appoint an Employee Stock Purchase Plan
Committee, composed of such persons as the Board of Directors shall from time
to time determine to administer the Plan subject to the control and direction
of the Board of Directors. Subject to the action and control of the Board of
Directors: (1) the Committee shall have the power from time to time to
establish suitable rules and procedures for administering the Plan and (2) all
decisions of the Committee pertaining to the interpretation, construction or
application of the Plan or any option granted or the rules promulgated by the
Committee shall be final and conclusive. Neither any member of the Committee
nor of the Board of Directors shall be liable for any decision made or
<PAGE> 7
action taken in good faith. The Committee shall from time to time designate an
individual who shall serve as the Employee Stock Purchase Plan Coordinator to
assist in the ongoing administration of the Plan.
X
AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors may, at any time, terminate or amend the Plan.
No termination shall, however, affect options previously granted, and no
amendment may make any change in any option theretofore granted which would
adversely affect the rights of any employee. Approval of the stockholders of
the Company with 12 months before or after the date on which the Directors
amend the Plan shall be necessary if the amendment would:
1. Require sale of more shares of Stock than are authorized under
Article VIII of the Plan; or
2. Affect the Employees eligible to participate under the Plan.
XI
APPROVALS
The Plan will terminate five years after it becomes effective, unless
extended by action of the stockholders of the Company. The Plan will be
construed under Florida law.
XII
NON-GUARANTEE OF EMPLOYMENT
Nothing in this Plan shall be construed as giving an Employee, whether
or not a participant in this Plan, the right to be retained in the service of
the Company or any subsidiary; and each Employee shall remain subject to
discharge, with or without cause, to the same extent as if this Plan had not
been executed.
This Plan is hereby adopted by the Company to be effective on the date
specified herein.
<PAGE> 1
EXHIBIT 24.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Raymond James Financial, Inc., of our
report dated November 14, 1997, appearing on page F-3 of Raymond James
Financial, Inc.'s Annual Report on Form 10-K for the year ended September 26,
1997.
/s/ PricewaterhouseCoopers LLP
Tampa, Florida,
December 9, 1998
