As Filed with the Securities and Exchange Commission on April 11, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in charter)
Delaware 43-1273600
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
500 N. Broadway, Suite 1500
St. Louis, Missouri 63102-2188
(Address of principal executive offices) (Zip Code)
___________________________
STIFEL FINANCIAL CORP.
1993 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
___________________________
GREGORY F. TAYLOR
President, Chief Executive Officer and Director
500 N. Broadway, Suite 1500
St. Louis, Missouri 63102-2188
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (314) 342-2000
___________________________
Copy to:
JANET M. FRANKLIN, ESQ.
Thompson & Mitchell
One Mercantile Center
St. Louis, Missouri 63101
(314) 231-7676
CALCULATION OF REGISTRATION FEE
___________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registra-
Registered Registered Share(1) Price(1) tion Fee
Common Stock,
$.15 par value(2) 564,000 shares $8.50 $4,794,000 $1,652.97
___________________________
(1) Estimated solely for purposes of computing the Registration Fee pursuant
to the provisions of Rule 457(h), based upon a price of $8.50 per share,
being the average of the high and low prices per share as reported on
the New York Stock Exchange on April 6, 1994.
(2) Including attached Preferred Stock Purchase Rights.
STIFEL FINANCIAL CORP.
1993 EMPLOYEE STOCK PURCHASE PLAN
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Stifel Financial Corp. (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:
(i) The Company's Transition Report on Form 10-K for the five
months ended December 31, 1993.
(ii) The description of the Company's Common Stock set forth in
the Company's registration statement filed under the
Securities Exchange Act of 1934 (File No. 1-9305),
including any amendment filed for the purpose of updating
such description.
(iii) The description of the Preferred Stock Purchase Rights
which is contained in the Company's Registration Statement
on Form 8-A filed on July 10, 1987.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be made a part hereof from
the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
Section 145(c) of the Delaware General Corporation Law provides that a
corporation shall indemnify a director, officer, employee or agent of the
corporation against expenses actually and reasonably incurred in defense of
any action if he has been successful in defense of such action and if such
action is one for which the corporation may indemnify such person under
Section 145(a) or (b). Section 145(a) provides that the corporation may
indemnify any such person in any corporation, if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action,
had no reasonable cause to believe his conduct was unlawful. Section 145(b)
provides that the corporation may indemnify any such person in an action by
or in the right of the corporation if he acted in good faith; and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, except that such person may not be indemnified in respect of any
matter in which he has been judged liable to the corporation, unless
authorized by the court.
Section 6.4 of the By-Laws of the Company provides as follows:
Section 6.4 Indemnification of Directors, Officers and
Employees. The Corporation shall indemnify to the full extent
authorized by law any person made or threatened to be made a
party to any action, suit or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director, officer
or employee of the Corporation or any predecessor of the
Corporation or served any other enterprise as a director,
officer or employee at the request of the Corporation or any
predecessor of the Corporation. Insofar as indemnification for
liabilities arising under the 1933 Act may be permitted to
directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
1933 Act and is therefore unenforceable.
Pursuant to amendments of the Delaware General Corporation Law
effective July 1, 1986, the Company amended its Certificate of
Incorporation to eliminate the personal liability of directors to the
Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except (i) for breaches of the duty of
loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or involving intentional misconduct or
knowing violation of law, (iii) for the payment of unlawful dividends
or unlawful stock repurchases or redemptions, or (iv) for
transactions in which the director received an improper personal benefit.
The Company has entered into Indemnification Agreements with
each member of its Board of Directors. Pursuant to these
Indemnification Agreements, the Company agrees to hold harmless each
director, and his respective heirs, successors and estate, generally
to the full extent permitted by the Delaware General Corporation Law,
as it may be amended from time to time, and specifically against any
and all expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by a director, his heirs, successor
and estate, in connection with certain pending or completed actions,
suits or proceedings, to which the director, his heirs, successor and
estate are or were a party, or were threatened to be made a party.
Indemnification will not be provided under certain circumstances
enumerated in the Indemnification Agreements.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to such provisions, the
Company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in such Act and is therefore unenforceable.
Item 8. Exhibits.
See Exhibit Index following signature pages hereof.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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,
represent 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 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 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
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.
(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.
(c) 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.
SIGNATURES
The Registrant. 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 April 11, 1994.
STIFEL FINANCIAL CORP.
By /s/ Gregory F. Taylor
Gregory F. Taylor
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints GREGORY F. TAYLOR
and MARK D. KNOTT, or either of them, as his true and lawful
attorneys-in-fact, with full power and authority separately to
execute in the name of each such person, and file any amendments to
this Registration Statement as such attorneys-in-fact, or either of
them separately, deem necessary or advisable to enable Stifel
Financial Corp. to comply with the Securities Act of 1933 and any
rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, and does hereby ratify and confirm all
that such attorneys-in-fact, or either of them separately, 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 date indicated.
Signature Title Date
/s/ George H. Walker III Chairman of the Board April 8, 1994
George H. Walker III
/s/ Gregory F. Taylor President, Chief Executive April 11, 1994
Gregory F. Taylor Officer and Director
(Principal Executive Officer)
/s/ Belle A. Cori Director April 8, 1994
Belle A. Cori
/s/ Richard F. Ford Director April 8, 1994
Richard F. Ford
/s/ John J. Goebel Director April 11, 1994
John J. Goebel
/s/ Mark D. Knott Director; Chief Financial April 8, 1994
Mark D. Knott Officer (Principal Financial
and Accounting Officer)
/s/ Robert E. Lefton Director April 8, 1994
Robert E. Lefton
Director April __, 1994
James M. Oates
Director April __, 1994
DeWayne R. Von Feldt
EXHIBIT INDEX
Exhibit No.
4.1 Articles of Incorporation of the Company, filed as
Exhibit 3(a)(1) to the Company's Annual Report on Form 10-K
for the fiscal year ended July 30, 1992, and incorporated
herein by reference.
4.2 By-Laws of the Company, filed as Exhibit 3(b) to the Company's
Annual Report on Form 10-K for the fiscal year ended July 30,
1992, and incorporated herein by reference.
4.3 The description of the Preferred Stock Purchase Rights which
is contained in the Company's Registration Statement on Form
8-A filed on July 10, 1987, and incorporated herein by
reference.
4.4 Stifel Financial Corp. 1993 Employee Stock Purchase Plan,
filed as Annex A to the Company's Proxy Statement for the 1992
Annual Meeting of Stockholders, filed on October 28, 1992, and
incorporated herein by reference.
4.5 Amendments to the Stifel Financial Corp. 1993 Employee Stock
Purchase Plan.
5 Opinion of counsel as to the legality of the securities to be
issued.
23.1 Consent of Coopers & Lybrand.
23.2 Consent of counsel (included in Exhibit 5 hereof).
24 Powers of Attorney (included on signature pages hereof).
First Amendment to the
Stifel Financial Corp. 1993
Employee Stock Purchase Plan
WHEREAS, the fiscal year end of the Company has been changed from July 31
to December 31, commencing with the year ending December 31, 1993; and
WHEREAS, the Board of Directors believes that it is in the best interests
of the Company for the offering periods under the 1993 Employee Stock Purchase
Plan (the"Plan") to correspond to the fiscal year of the Company; and
WHEREAS, the Plan provides that the Termination Date of each Offering
Period, each as defined in the Plan, shall be the last day of the Company's
fiscal year, and the Offering Date (as defined) shall be as determined by
the Committee (as defined); and
WHEREAS, the current Offering Period commenced on August 1, 1993, because
the prior plan terminated on July 31, 1993, in accordance with past practice,
and it originally was contemplated that such Offering Period would terminate
on July 31, 1994, but due to the change in the Company's fiscal year, the
Offering Period will terminate on December 31, 1993, the end of the Company's
fiscal year; and
WHEREAS, the Plan contemplates annual offering of options to purchase
1,000 shares of Common Stock over a one-year period, but the current Offering
Period will have a duration of only five months; and
WHEREAS, the Board of Directors believes that the following amendments do
not adversely affect the rights of any participant, because each participant
will have the right to purchase over a five-month period the same amount of
stock that could have been purchased over a five-month period were the Plan
not amended;
NOW, THEREFORE, be it
RESOLVED, that the Plan is hereby amended as follows:
Paragraph 7(a) of the Plan is amended to add the following clause
to the end of such paragraph:
"provided, however, that for the offering period commencing on
August 1, 1993, and ending on December 31, 1993, each such option shall be to
purchase 416 shares of Common Stock."
Paragraph 17 shall be amended to change the date "July 31, 1998" to
"December 31, 1997."
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed on this 7th day of October, 1993.
STIFEL FINANCIAL CORP.
By /s/ Gregory F. Taylor
Gregory F. Taylor
President, Chief Executive Officer and Director
April 11, 1994
Stifel Financial Corp.
500 North Broadway, Suite 1500
St. Louis, Missouri 63102
Re: Registration Statement on Form S-8
1993 Employee Stock Purchase Plan
Dear Sirs:
We have served as special counsel to Stifel Financial
Corp., a Delaware corporation (the "Company"), in connection with
the Company's Registration Statement on Form S-8 (the
"Registration Statement"), to be filed with the Securities and
Exchange Commission on or about April 11, 1994, relating to the
offering and sale by the Company pursuant to the Stifel Financial
Corp. 1993 Employee Stock Purchase Plan (the "Plan") of up to
564,000 shares of the Company's Common Stock, par value $.15 per
share, and attached Preferred Stock Purchase Rights
(collectively, the "Shares").
As such counsel, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such
documents, records, certificates and other instruments as we have
deemed necessary or appropriate, including the resolutions
adopted by its Board of Directors relating to such offering, and
certificates received from state officials. In examining such
material and in delivering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the originals of
all documents submitted to us as certified, photostatic or
conformed copies, and the authenticity of the originals of all
such copies.
Based solely on the foregoing, we are of the opinion
that:
1. The Company is duly incorporated and is validly
existing under the laws of the State of Delaware.
2. The Shares issuable by the Company pursuant to the
Plan have been duly authorized and, when issued by the Company,
will be validly issued, fully paid and nonassessable.
Stifel Financial Corp.
April 11, 1994
Page 2
We consent to the filing of this opinion as an exhibit
to the Registration Statement. We further consent to the filing
of copies of this opinion with agencies of such states and other
jurisdictions as you deem necessary in the course of complying
with the laws of the states and jurisdictions regarding the sale
and issuance of the Shares in accordance with the Registration
Statement.
Very truly yours,
/s/ Thompson & Mitchell
Exhibit 23.1
Stifel Financial Corp.
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated February 18, 1994, on our audits of the
consolidated financial statements and financial statement schedules of Stifel
Financial Corp. and Subsidiaries as of December 31, 1993 and July 30, 1993
and for the five months ended December 31, 1993 and the years ended July 30,
1993, July 31, 1992, and July 26, 1991.
/s/ Coopers & Lybrand
St. Louis, Missouri
April 11, 1994
