AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 1997
Registration No. 333-
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 (I.R.S. Employer
incorporation or organization) Identification Number)
500 North Broadway
St. Louis, Missouri 63102
(Address of principal executive offices) (Zip Code)
___________________________
STIFEL FINANCIAL CORP.
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
___________________________
CHARLES R. HARTMAN, ESQ.
General Counsel and Secretary
Stifel Financial Corp.
500 North Broadway
St. Louis, Missouri 63102
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(314) 342-2000
___________________________
Copy to:
ROBERT M. LAROSE, ESQ.
Thompson Coburn
One Mercantile Center
St. Louis, Missouri 63101
(314) 552-6000
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities to be be Maximum Maximum Registration
Registered Registered Offering Aggregate Fee
Price Per Offering
Share(2) Price(2)
- ---------------- ----------- -------- ---------- ---------------
Common Stock, 600,000 $13.8125 $8,287,500 $2,512.00
$.15 par value(1) shares
(1) Includes one attached Preferred Share Purchase Right per share.
(2) Estimated solely for purposes of computing the Registration Fee
pursuant to the provisions of Section 457(h), based upon the average
of the high and low price reported per share on the New York Stock
Exchange on October 10, 1997.
This Registration Statement shall become effective in accordance with the
provisions of Rule 464 promulgated under the Securities Act of 1933.
<PAGE> 1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Annual Report on Form 10-K for the
year ended December 31, 1996.
(ii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997 and June 30, 1997.
(iii) The Company's Current Reports on Form 8-K dated
July 2, 1997 and August 27, 1997.
(iv) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form
8-A, filed on April 29, 1987.
(iii) The description of the Company's Preferred
Stock Purchase Rights contained in the Company's
Registration Statement on Form 8-A, filed on July 31,
1996.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, 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. Any statements contained
herein or in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
in a subsequently filed document incorporated herein by reference
modifies or supersedes such document. Any statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement.
Item 6. Indemnification of Directors and Officers.
The following is a summary of Section 145 of the General
Corporation Law of the State of Delaware (the "DGCL").
Subject to restrictions contained in the DGCL, a corporation
may indemnify any person, who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action, suit or proceeding by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in
connection therewith if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and, in connection with
any criminal action or proceedings, had no reasonable cause to
believe that such person's conduct was unlawful. A person who is
successful on the merits or otherwise in any suit or matter
covered by the indemnification statute, shall be indemnified and
indemnification is otherwise authorized upon a determination that
the person to be indemnified has met the applicable standard of
conduct required. Such determination shall be made by a majority
vote of the board of directors who were not parties to such
action, suit or proceeding, even though less than a quorum, or if
there are no such directors, or if such directors so direct, by
special independent counsel in a written opinion, or by the
stockholders. Expenses incurred in defense may be paid in
advance upon receipt by the corporation of a written undertaking
by or on behalf of the recipient to repay such amount if it is
ultimately determined that the recipient is not entitled to
indemnification under the statute. The indemnification provided
by statute is entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, and shall
inure to the benefit of the heirs, executors and administrators
of such person. Insurance may be purchased on behalf of any
person entitled to indemnification by the corporation against any
liability asserted against him or her and incurred in an official
capacity regardless of whether the person could be indemnified
under the statute. References to the corporation include all
constituent corporations absorbed in a consolidation or merger as
well as the resulting corporation, and anyone seeking
indemnification by virtue of acting in some capacity with a
constituent corporation would stand in the same position as if
such person had served the resulting or surviving corporation in
the same capacity.
The By-Laws of the Company provide for indemnification of
directors and officers of the Company to the maximum extent
permitted by the DGCL.
The directors and officers of the Company are insured under
a policy of directors' and officers' liability insurance.
The Board of Directors has entered into Indemnification
Agreements with certain members 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, successors or
estate, in connection with certain pending or completed actions,
suits or proceedings, to which the director, his heirs,
successors or 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
Agreement.
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 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 such Act and is therefore
unenforceable.
Item 8. Exhibits.
See Exhibit Index on page 6 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.
<PAGE>
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 October 2, 1997.
STIFEL FINANCIAL CORP.
By /s/ Ronald J. Kruszewski
Ronald J. Kruszewski
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints Charles R. Hartman, his true and lawful attorney-in-
fact and agent for him and on his behalf and in his name, place
and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this
Registration Statement on Form S-8 with respect to the Stifel
Financial Corp. 1997 Stock Incentive Plan, and to file the same,
with exhibits and any and all other documents filed with respect
thereto, with the Securities and Exchange Commission (or any
other governmental or regulatory authority), granting unto said
attorneys, and each of them, full power and authority to do and
to perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, 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 October 2, 1997
George H. Walker, III
/s/ Ronald J. Kruszewski President and Chief October 2, 1997
Ronald J. Kruszewski Executive Officer
/s/ Stephen J. Bushmann Chief Financial October 2, 1997
Stephen J. Bushmann Officer and Vice President
/s/ Bruce A. Beda Director October 2, 1997
Bruce A. Beda
/s/ Belle A. Cori Director October 2, 1997
Belle A. Cori
/s/ Charles A. Dill Director October 2, 1997
Charles A. Dill
/s/ Richard F. Ford Director October 2, 1997
Richard F. Ford
/s/ Stuart I. Greenbaum Director October 2, 1997
Stuart I. Greenbaum
/s/ John J. Goebel Director October 2, 1997
John J. Goebel
/s/ Robert E. Lefton Director October 2, 1997
Robert E. Lefton
/s/ James M. Oates Director October 2, 1997
James M. Oates
<PAGE>
EXHIBIT INDEX
Exhibit Page
No.
4.1(a) Restated Certificate of Incorporation of the
Company filed with the Secretary of State of
Delaware on June 1, 1983, incorporated herein
by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1, as amended
(Registration File No. 2-84232) filed July 19,
1983.
4.1(b) Amendment to Restated Certificate of
Incorporation of the Company filed with the
Secretary of State of Delaware on May 11,
1987, incorporated herein by reference to
Exhibit 3(a)(2) to the Company's Report on
Form 10-K for the year ended July 31, 1987.
4.1(c) Certificate of Designation, Preferences and
Rights of Series A Junior Participating
Preferred Stock of the Company filed with the
Secretary of State of Delaware on July 10,
1987, incorporated herein by reference to
Exhibit (3)(a)(3) to the Company's Report on
Form 10-K for the year ended July 31, 1987.
4.1(d) Amendment to Restated Certificate of
Incorporation of the Company filed with the
Secretary of State of Delaware on November 28,
1989, incorporated herein by reference to
Exhibit 3(a)(4) to the Company's Report on
Form 10-K for the year ended July 27, 1990.
4.2 Amended and Restated By-Laws of the Company,
incorporated herein by reference to Exhibit
3.1 to the Company's Report on Form 10-K for
the year ended July 30, 1993.
4.3 Note Agreement dated as of October 15, 1988,
between the Company and Bankers United Life
Assurance Company and Pacific Fidelity Life
Insurance Company, incorporated herein by
reference to Exhibit 4 to the Company's Report
on Form 10-Q for the quarterly period ended
April 28, 1989.
4.4 Rights Agreement, dated as of July 30, 1996,
by and between the Company and Boatmen's Trust
Company, filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A, filed on
July 31, 1996, and incorporated herein by
reference.
4.5 Stifel Financial Corp. 1997 Stock Incentive
Plan, filed as Appendix A to the Company's
definitive Proxy Statement for the 1997 Annual
Meeting of Stockholders held April 22, 1997,
and incorporated herein by reference.
4.6 Form of Indenture by and between the Company
and __________________________ relating to the
Company's Junior Subordinated Debentures,
incorporated herein by reference to Exhibit
4.4 to the Company's Registration Statement on
Form S-2 (Registration File No. 333-28871),
filed June 10, 1997.
5.1 Opinion of Thompson Coburn as to the legality
of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Thompson Coburn (included in Exhibit 5.1).
25.1 Power of Attorney (set forth on signature page hereto).
[letterhead of Thompson Coburn] EXHIBIT 5.1
October 14, 1997
Stifel Financial Corp.
500 North Broadway
St. Louis, Missouri 63102
Re: Registration Statement on Form S-8 -- 600,000 Shares of
Stifel Financial Corp. Common Stock, $.15 par value, and attached
Preferred Share Purchase Rights
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Stifel Financial Corp.,
a Delaware corporation (the "Company"), on October 14, 1997, with
the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, pertaining to the proposed issuance by
the Company of up to 600,000 shares of the Company's common
stock, $.15 par value, and attached Preferred Share Purchase
Rights (collectively, the "Shares"), as provided in the Stifel
Financial Corp. 1997 Stock Incentive Plan (the "Plan"), we have
examined such corporate records of the Company, such laws and
such other information as we have deemed relevant, including the
Company's Restated Certificate of Incorporation, By-Laws, as
amended, resolutions adopted by the Board of Directors relating
to such issuance, certificates received from state officials and
statements we have received from officers and representatives of
the Company. 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, the authenticity of originals of all such
latter documents, and the correctness of statements submitted to
us by officers and representatives of the Company.
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; and
2. The Shares to be issued by the Company pursuant to the
Registration Statement have been duly authorized and, when
issued by the Company in accordance with the Plan, will be
duly and validly issued.
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 Coburn
EXHIBIT 23.1
[letterhead of Deloitte & Touche LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 relating to the Stifel Financial Corp. 1997
Stock Incentive Plan of our reports dated February 25, 1997,
appearing in and incorporated by reference in the Annual Report
on Form 10K of Stifel Financial Corp. for the year ended
December 31, 1996.
/s/ Deloitte & Touche LLP
October 10, 1997
EXHIBIT 23.2
[letterhead of Coopers & Lybrand L.L.P.]
Stifel Financial Corp.
Consent of Independent Accountants
We consent to the incorporation by reference in this registration
statement of Stifel Financial Corp. and Subsidiaries on Form S-8
(1997 Stock Incentive Plan), of our report dated February 25,
1996 on our audits of the consolidated financial statements and
financial statement schedules of Stifel Financial Corp. and
Subsidiaries as of December 31, 1995 and for the years ended
December 31, 1995 and 1994, which report is included in the
Company's Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
St. Louis, Missouri
October 9, 1997
