As Filed With The Securities And Exchange Commission On August 6, 1999
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)
501 North Broadway
St. Louis, Missouri 63102
(Address of principal executive (Zip Code)
offices)
______________________
STIFEL FINANCIAL CORP. AMENDED AND RESTATED
1997 INCENTIVE STOCK PLAN
CHARLES R. HARTMAN, ESQ.
General Counsel and Secretary
Stifel Financial Corp.
501 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
______________________
<PAGE>2
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 be Maximum Maximum Registration
to be Registered Offering Aggregate Fee (3)
Registered Price Per Offering
Share(2) Price(2)
- --------------------------------------------------------------------------------
Common 1,100,000 $ 9.53125 $10,484,375 $ 2,915
Stock, $.15 shares
par value(1)
- --------------------------------------------------------------------------------
(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 sale prices of common stock, $0.15 par
value, of the Registrant as reported on the New York Stock Exchange
on August 3, 1999.
(3) The Registrant previously paid $2,512.00 on October 14, 1997 in
connection with the Registant's Registration Statement on Form S-8
(File No. 333-37805) to register 661,500 shares (as adjusted to
reflect the 5% stock dividend declared by the Company on each of
January 20, 1998 and January 27, 1999) of Stifel Financial Corp.
common stock to be issued pursuant to the Stifel Financial Corp.
1997 Incentive Stock Plan (the "Plan"). This filing is solely to
register 1,100,000 additional shares which may be issued pursuant
to the Plan, as amended.
______________________
This Registration Statement shall become effective in accordance with
the provisions of Rule 464 promulgated under the Securities Act of
1933.
<PAGE>3
The undersigned Registrant hereby files this Registration
Statement on Form S-8 (the "Registration Statement") to register
an additional 1,100,000 shares of Stifel Financial Corp. (the
"Company") common stock, $0.15 par value (the "Common Stock"),
and attached Preferred Share Purchase Rights, for issuance to
participants under the Stifel Financial Corp. Amended and
Restated 1997 Incentive Stock Plan (the "Plan"). The Company
previously paid $2,512.00 on October 14, 1997 in connection with
its Registration Statement on Form S-8 (File No. 333-37805) to
register 661,500 shares (as adjusted to reflect the 5% stock
dividend declared by the Company on each of January 20, 1998 and
January 27, 1999) of Common Stock to be issued pursuant to the
Stifel Financial Corp. 1997 Incentive Stock Plan. This filing is
solely to register additional shares which may be issued pursuant
to the Plan, as amended.
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 are incorporated herein by
reference:
(i) The Company's Annual Report on Form 10-K for the year
ended December 31, 1998;
(ii) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999;
(iii) The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A, filed on April 29, 1987, and any amendment or
report filed for the purposes of updating such
description; and
(iv) The description of the Company's Preferred Stock
Purchase Rights contained in the Company's Registration
Statement on Form 8-A, filed on July 30, 1996, and any
amendment or report filed for the purposes of updating
such description.
Such incorporation by reference shall not be deemed to
incorporate by reference the information referred to in
Item 402(a)(8) of Regulation S-K.
<PAGE>4
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.
Where any document or part thereof is incorporated by
reference in this Registration Statement, the Company will
provide without charge to each person to whom a Prospectus with
respect to the Plan is delivered, upon written or oral request of
such person, a copy of any and all of the information
incorporated by reference in this Registration Statement,
excluding exhibits unless such exhibits are specifically
incorporated by reference.
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").
<PAGE>5
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 the person
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 proceeding, had no
reasonable cause to believe the 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 of
any action, suit or proceeding 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
not exclusive of any other rights to which such person may be
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 provides 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.
<PAGE>6
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 DGCL, 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 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 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 Securities Act of 1933
and is therefore unenforceable.
Item 8. Exhibits.
See Exhibit Index on page 8 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, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is 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 the registration statement.
<PAGE>7
(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>8
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 28, 1999.
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, Esq. and Ronald J. Kruszewski,
and each of them, the undersigned's true and lawful attorneys-in-
fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's
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. Amended and Restated 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-in-fact and agents, 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
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or 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 date indicated.
Signature Title Date
/S/George H. Walker III Chairman of the Board April 28, 1999
---------------------------
George H. Walker,III
/S/Ronald J. Kruszewski President, Chief Executive April 28, 1999
--------------------------- Officer and Director
Ronald J. Kruszewski
Principal Executive Officer
/S/James M. Zemlyak Chief Financial Officer April 28, 1999
---------------------------
James M. Zemlyak
Principal Financial Officer
and Principal Accounting
Officer
/S/Bruce A. Beda Director April 28, 1999
---------------------------
Bruce A. Beda
/S/Charles A. Dill Director April 28, 1999
---------------------------
Charles A. Dill
/S/Richard F. Ford Director April 28, 1999
---------------------------
Richard F. Ford
/S/Stuart I. Greenbaum Director April 28, 1999
---------------------------
Stuart I. Greenbaum
/S/John J. Goebel Director April 28, 1999
---------------------------
John J. Goebel
/S/Robert E. Lefton Director April 28, 1999
---------------------------
Robert E. Lefton
/S/James M. Oates Director April 28, 1999
---------------------------
James M. Oates
EXHIBIT INDEX
Exhibit
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 Annual Report on Form
10-K(File No. 1-9305) for the fiscal 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 Annual
Report on Form 10-K (File No. 1-9305) for the
fiscal 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 Annual Report
on Form 10-K (File No. 1-9305) for the fiscal
year ended July 27, 1990.
4.2 Amended and restated by-laws of the Company,
incorporated herein by reference to Exhibit 3
(b)(1) to the Company's Annual Report on Form
10-K(File No. 1-9305) for the fiscal year ended
July 30, 1993.
4.3 Preferred Stock Purchase Rights of the Company,
incorporated herein by reference to the
Company's Registration Statement on Form 8-A
filed July 30, 1996.
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 Thompson Coburn (included in Exhibit
5.1).
24.1 Power of Attorney (set forth on signature page
hereto).
99.1 Stifel Financial Corp. Amended and Restated
1997 Incentive Stock Plan, incorporated herein
by reference to Annex A to the Company's
definitive Proxy Statement filed on March 26,
1999.
[Thompson Coburn Letterhead]
August 6, 1999
Stifel Financial Corp.
501 North Broadway
St. Louis, Missouri 63102
Re: Registration Statement on Form S-8 - 1,100,000 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 August 6,1999, 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 1,100,000 shares of the Company's common stock,
$0.15 par value, and attached Preferred Share Purchase Rights
(collectively, the "Shares"), as provided in the Stifel Financial
Corp. Amended and Restated 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, as
amended, 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 the
shares to be issued by the Company pursuant to the Registration
Statement,when issued by the Company in accordance with the Plan,
will be legally issued, fully paid and non-assessable.
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 LLP
INDEPENDENT AUDITORS' REPORT
We consent to the incorporation by reference in this
Registration Statement on Form S-8 relating to the Stifel
Financial Corp. Amended and Restated 1997 Incentive Stock
Plan of our report dated March 5, 1999, appearing in and
incorporated by reference in the Annual Report on Form
10-K of Stifel Financial Corp.for the year ended December
31, 1998
/S/Deloitte & Touche LLP
August 6, 1999
St. Louis, Missouri
