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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1998
REGISTRATION NO. ______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAYMOND JAMES FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-1517485
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(State of Incorporation) (I.R.S. Employer Identification No.)
880 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA 33716
(Address of Principal Executive Offices)
1992 INCENTIVE STOCK OPTION 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)
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COPY TO:
WILLIAM J. SCHIFINO, ESQ.
SCHIFINO & FLEISCHER, P.A.
SUITE 2700
ONE TAMPA CITY CENTER
TAMPA, FLORIDA 33602
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CALCULATION OF REGISTRATION FEE
==================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT
SECURITIES TO TO BE PRICE OFFERING OF REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE FEE (2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 2,250,000 SHS. $29.6875 $66,796,875 $19,706
$0.1 PAR VALUE
===================================================================================================================
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(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 July 15, 1998.
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PART I
The purpose of this registration statement is to reflect an amendment
to the Company's 1992 Incentive Stock Option Plan (the "Plan") increasing the
number of shares covered by the Plan from 2,362,500 shares (adjusted for stock
splits) to 4,612,500 shares. On February 12, 1998 the shareholders approved
such amendment.
The contents of the Registrant's earlier Registration Statement (File
No. 33-60608) are incorporated herein by reference. There has been no material
change in the disclosure requirements from that which was set forth in the
earlier Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 8. Exhibits
<S> <C> <C>
5.0 Opinion of Schifino & Fleischer, P. A. as to the legality of the securities being
registered
10.1(a) Amendment to 1992 Incentive Stock Option Plan dated February 12, 1998.
24.1 Consent of Schifino & Fleischer, P.A. See Exhibit 5
23.2 Consent of Price Waterhouse, LLP.
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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
13th day of July, 1998.
RAYMOND JAMES FINANCIAL, INC.
By: /s/ Thomas A. James
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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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Thomas A. James Chief Executive Officer July 13, 1998
- ----------------------------------------- and Director
Thomas A. James
/s/ Jeffrey P. Julien Chief Financial Officer July 13, 1998
- -----------------------------------------
Jeffrey P. Julien
/s/ Jennifer Ackart Chief Accounting Officer July 13, 1998
- -----------------------------------------
Jennifer Ackart
Director July __, 1998
- -----------------------------------------
Angela M. Biever
Director July __, 1998
- -----------------------------------------
Jonathan A. Bulkley
/s/ Thomas S. Franke Director July 13, 1998
- -----------------------------------------
Thomas S. Franke
/s/ Francis S. Godbold Director July 13, 1998
- -----------------------------------------
Francis S. Godbold
- ----------------------------------------- Director July __, 1998
M. Anthony Greene
Director July __, 1998
- -----------------------------------------
Harvard H. Hill, Jr.
/s/ Huntington A. James Director July 13, 1998
- -----------------------------------------
Huntington A. James
- ----------------------------------------- Director July __, 1998
Paul W. Marshall
/s/ J. Stephen Putnam Director July 13, 1998
- -----------------------------------------
J. Stephen Putnam
/s/ Robert F. Shuck Director July 13, 1998
- -----------------------------------------
Robert F. Shuck
/s/ Dennis W. Zank Director July 13, 1998
- -----------------------------------------
Dennis W. Zank
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EXHIBIT 5
[SCHIFINO & FLEISCHER, P.A. LETTERHEAD]
July 6, 1998
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 ACompany@), in connection with the proposed offer by the
Company of up to an additional 2,250,000 shares of the Company's Common Stock
(the AShares) pursuant to the Company's 1992 Incentive Stock Option Plan (the
APlan@). 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
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Exhibit 10.1(a)
AMENDMENT TO
RAYMOND JAMES FINANCIAL, INC.
1992 INCENTIVE STOCK OPTION PLAN
The Board of Directors and its shareholders have approved the
following amendment to the Company's 1992 Incentive Stock Option Plan:
3.1 Shares Subject to Plans. The stock subject to the options
granted under the Plan shall be shares of the Company's authorized but unissued
common stock, par value $.01 per share or treasury shares held by the Company
("Common Stock"). The total number of shares that may be issued pursuant to
options granted under the Plan shall not exceed an aggregate of 4,612,500
shares of Common Stock.
Date: February 12, 1998
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EXHIBIT 23.2
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/ Price Waterhouse LLP
Tampa, Florida,
July 1, 1998
