As Filed with the Securities and Exchange Commission on July 12, 2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1273600
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 N. Broadway
St. Louis, Missouri 63102-2102
(314) 342-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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Copies of all correspondence to:
Tom Prince, Esq. Robert J. Endicott, Esq.
Senior Vice President and General Counsel Bryan Cave LLP
Stifel Financial Corp. One Metropolitan Square
501 N. Broadway 211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2102 St. Louis, Missouri 63102-2750
(314) 342-2000 (314) 259-2000
Fax: (314) 342-2850 Fax: (314) 259-2020
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to public: From time to
time after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per aggregate offering registration fee
unit(1) price (1)
===================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.15 par
value per share 487,060 shares $10.375 $5,053,247.50 $1,335
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</TABLE>
(1) Pursuant to Rule 457(c), the proposed offering price and registration fee
have been calculated on the basis of the average of the high and low
trading prices for the common stock on ended July 5, 2000 as reported on
the New York Stock Exchange Composite Transaction Tape.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
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The information in this preliminary prospectus is not complete and may be
changed. The Selling Shareholders may not sell these securities until the
amendment to the registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an offer to sell
these securities and we are not soliciting any offer to buy these securities in
any state where the offer or sale is not permitted.
--------------------------------------------------------------------------------
Subject to completion, Dated July 12, 2000
487,060 Shares
[GRAPHIC OMITTED] STIFEL FINANCIAL CORP.
501 NORTH BROADWAY
ST. LOUIS, MISSOURI 63102-2188
(314) 342-2000
Common Stock
-----------------------------
This prospectus relates to 487,060 shares of common stock, par value $.15
per share, of Stifel Financial Corp., issued in connection with Stifel's
acquisition of Hanifen, Imhoff Inc. Each share of Stifel common stock was issued
together with associated preferred stock purchase rights of Stifel, but until
the occurrence of certain events, these rights are not exercisable, will be
evidenced by ownership of the common stock and will be transferred along with
the common stock.
The Stifel common stock covered by this prospectus is listed on the New
York Stock Exchange ("NYSE") and trades under the ticker symbol "SF". On July
11, 2000, the last sale price for one share of Stifel common stock was
$11.125 as reported as of 4:30 p.m. on the NYSE Composite Transactions Tape.
The Stifel common stock covered by this prospectus may be offered for sale
from time to time in accordance with the plan of distribution described in this
prospectus by the selling stockholders named herein.
We will not receive any proceeds from shares sold by the selling
stockholders, and we will bear all the expenses incurred in connection with
registering this offering of common stock, estimated to be approximately
$15,000.
See the information under the heading "Risk Factors" starting on page 4,
which describes certain factors you should consider before purchasing the common
stock.
-----------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
-----------------------------
The date of this prospectus is _____________, 2000.
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information................2
Incorporation of Certain Documents
by Reference....................................2
Cautionary Statement Regarding
Forward Looking Statements.........................3
Risk Factors.......................................4
Our Business.......................................7
Use of Proceeds...................................10
Selling Stockholders..............................10
Plan of Distribution..............................13
Legal Opinion.....................................13
Experts...........................................13
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act with respect to the shares of our
common stock being offered by this prospectus. This prospectus does not contain
all of the information set forth in the registration statement or the exhibits
to the registration statement. As permitted by the rules and regulations of the
Securities and Exchange Commission, this prospectus omits certain information
contained or incorporated by reference in the registration statement. Our
description in this prospectus concerning the contents of any contract,
agreement or other document are not necessarily complete. For those contracts,
agreements or other documents that we filed as exhibits to the registration
statement, you should read the exhibit for a more complete understanding of the
documents or subject matter involved. For further information, you should refer
to the registration statement and exhibits to the registration statement.
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and, in accordance therewith, file reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy the registration statement, including the attached exhibits and schedules,
and any reports, proxy statements or other information that we file at the
Commission's public reference rooms at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices
located at Northeast Regional Office, Seven World Trade Center, Suite 1300, New
York, New York 10048 and Midwest Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You can request copies of
these documents by writing to the Commission and paying a duplicating charge.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of its public reference rooms in other cities. The Commission also
makes our filings available to the public on its Internet site (http:\\
www.sec.gov). Our common stock is traded on the New York Stock Exchange.
Reports, proxy statements and other information concerning us can also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information we
file with it. This means that we can disclose important information to you by
referring you to other documents that we have filed separately with the
Commission. You should consider the incorporated information as if we had
reproduced it in this prospectus, except for any information directly superseded
by information contained in this prospectus.
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<PAGE>
We incorporate by reference into this prospectus the following documents we
filed with the Commission under File No. 1-9305, which contain important
information about us and our business and financial results:
o Our Annual Report on Form 10-K for the year ended December 31, 1999.
o Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
o Our Current Report on Form 8-K dated June 5, 2000 (filed June 5, 2000).
o The description of our common stock set forth in our Registration
Statement on Form 8-A (filed on April 29, 1987).
o The description of our preferred stock set forth in our Registration
Statement on Form 8-A (filed on July 30, 1996).
All documents filed by us with the Securities and Exchange Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this prospectus and prior to the termination of the offering shall
hereby be deemed to be incorporated by reference in this prospectus and to be a
part hereof from the date of filing of such documents. You should consider any
statement contained in this prospectus (or in a document incorporated or deemed
to be incorporated into this prospectus) to be modified or superseded to the
extent that a statement contained herein or in any other subsequently filed
document incorporated or deemed to be incorporated herein by reference, which
statement is also incorporated herein by reference, modifies or supersedes such
statement. Any such statement so modified or superseded will no longer
constitute a part of this prospectus, except as so modified or superseded.
We will provide you with copies of any of the documents incorporated by
reference into this prospectus (other than exhibits attached to those documents,
unless such exhibits are specifically incorporated by reference into the
information incorporated herein), without charge. Please direct your written or
oral request to Stifel Financial Corp., 501 N. Broadway, St. Louis, Missouri
63102, Attention: Sandra Wood (telephone: (314) 342-2000).
We have not authorized anyone to give any information or to make any
representation concerning this offering except the information and
representations which are contained in this prospectus or which are incorporated
by reference in this prospectus. If anyone gives or makes any other information
or representation, you should not rely on it. This prospectus is not an offer to
sell, or a solicitation of an offer to purchase, any securities other than those
to which it relates, nor does it constitute an offer to sell or a solicitation
of an offer to purchase by any person in any circumstances in which an offer or
solicitation is unlawful. You should not interpret the delivery of this
prospectus or any sale made hereunder as an indication that there has been no
change in our affairs since the date of this prospectus. You should also be
aware that the information in this prospectus may change after this date.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference in it, as
well as any prospectus supplement that accompanies it, include "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act. We intend the forward-looking statements to
be covered by the safe harbor provisions for forward-looking statements in these
sections. All statements regarding our expected financial position and operating
results, our business strategy, our financing plans, forecasted demographic and
economic trends relating to our industry, our ability to complete acquisitions
and to recover acquisition-related costs, and similar matters are
forward-looking statements. These statements can sometimes be identified by our
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use of forward-looking words such as "may," "will," "anticipate," "estimate,"
"expect" or "intend." We cannot promise you that our expectations in such
forward-looking statements will turn out to be correct. Our actual results could
be materially different from our expectations. Important factors that could
cause our actual results to be materially different from our expectations
include those discussed in this prospectus under the caption "Risk Factors."
RISK FACTORS
You should carefully consider the risk factors listed below. These risk
factors may cause our future earnings to be less or our financial condition to
be less favorable than we expect. You should read this section together with the
other information in, or incorporated herein by reference into, this prospectus.
WE FACE INTENSE COMPETITION ASSOCIATED WITH ONLINE SECURITIES TRANSACTIONS.
We face competition from companies offering online brokerage services, a
rapidly developing industry. These competitors may have lower costs or provide
fewer services and may offer their customers more attractive pricing or other
terms, than we offer. We also anticipate competition from underwriters who
attempt to effect public offerings for emerging growth companies through new
means of distribution, including transactions effected using electronic media
such as the Internet. In addition, disintermediation may occur as issuers
attempt to sell their securities directly to purchasers, including sales using
electronic media such as the Internet. To the extent that issuers and purchasers
of securities transact business without the assistance of financial
intermediaries such as Stifel, our operating results and financial condition
could be adversely affected.
WE FACE INTENSE COMPETITION.
All aspects of our business are highly competitive. We compete directly
with national and regional full service broker-dealers and, to a lesser extent,
with discount brokers, dealers, investment banking firms, investment advisors
and certain commercial banks and, indirectly for investment assets, with
insurance companies and others. The financial services industry has become
considerably more concentrated as numerous securities firms have either ceased
operations or have been acquired by or merged into other firms. Such mergers and
acquisitions have increased competition from these firms, many of which have
significantly greater equity capital, financial and other resources than we do.
With respect to retail brokerage activities, certain of the regional firms with
which we compete have operated in certain markets longer than we have and have
established long-standing client relationships. In addition, we expect
competition from commercial banks to increase as a result of recent and
anticipated legislative and regulatory initiatives in the United States to
remove or relieve certain restrictions on commercial banks relating to the sale
of securities. Finally, we compete with others in the financial services
industry with respect to the recruiting of new employees and the retention of
current employees.
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THE SECURITIES BUSINESS IS VOLATILE.
The securities business is, by its nature, subject to significant risks,
particularly in volatile or illiquid markets, including the risk of trading
losses, losses resulting from the ownership or underwriting of securities,
counterparty failure to meet commitments, customer fraud, employee fraud, issuer
fraud, errors and misconduct, failures in connection with the processing of
securities transactions and litigation.
Our principal business activity, retail broker-dealer operations, as well
as our investment banking, institutional sales, investment advisory, clearing
and other services, are highly competitive and subject to various risks,
volatile trading markets and fluctuations in the volume of market activity. The
securities business is directly affected by many factors, including economic and
political conditions, broad trends in business and finance, legislation and
regulation affecting the national and international business and financial
communities, currency values, inflation, market conditions, the availability and
cost of short-term or long-term funding and capital, the credit capacity or
perceived creditworthiness of the securities industry in the marketplace and the
level and volatility of interest rates. These and other factors can contribute
to lower price levels for securities and illiquid markets.
Lower price levels of securities may result in:
o reduced volumes of securities, options and futures transactions, with
a consequent reduction in commission revenues;
o losses from declines in the market value of securities held in
trading, investment and underwriting positions;
o losses from our inability to collect or increase margin requirements
for customer borrowings; and
o reduced management fees calculated as a percentage of assets managed.
In periods of low volume, levels of profitability are further
adversely affected because certain expenses remain relatively fixed.
Sudden sharp declines in market values of securities and the failure of issuers
and counterparties to perform their obligations can result in illiquid markets
which, in turn, may result in our having difficulty selling securities, hedging
our securities positions and investing funds under our management. Such negative
market conditions, if prolonged, may also lower our revenues from investment
banking and other activities.
As a result of the varied risks associated with the securities business,
many of which are beyond our control, our commission and other revenues could be
adversely affected. A reduction in revenues or a loss resulting from the
underwriting or ownership of securities could have a material adverse effect on
our results of operations and financial condition.
WE ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS IN QUARTERLY OPERATING RESULTS DUE TO
LEVEL OF BUSINESS ACTIVITY AND TIMING OF TRANSACTIONS.
Our revenues and operating results may fluctuate from quarter to quarter
and from year to year due to a combination of factors. These factors include the
level of institutional and retail brokerage transactions, the number of
underwriting and merger and acquisition transactions completed by our clients,
access to public markets for companies in which we have invested as a principal,
valuations of our inventories, variations in expenditures for personnel,
litigation expenses, and the expenses of establishing new business units. Our
revenues from an underwriting transaction are recorded only when the
underwritten securities commence trading, and revenues from a merger or
acquisition transaction are recorded only when retainer fees are received or the
transaction closes. Accordingly, the timing of our recognition of revenue from a
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significant transaction can materially affect our quarterly operating results.
Despite the variability of professional incentive compensation, we could
experience losses if demand for these transactions declines more quickly than
our ability to change our cost structure. We cannot assure you that we will be
able to sustain profitability on a quarterly or annual basis.
WE FACE INTENSE COMPETITION FOR PROFESSIONAL EMPLOYEES.
Our business is dependent on the highly skilled, and often highly
specialized, individuals we employ. Retention of sales and trading, research,
investment banking, money management and administrative professionals is
particularly important to our prospects. Research professionals contribute
significantly to our ability to secure a role in managing public offerings.
From time to time, we have experienced losses of sales and trading,
research and investment banking professionals. The level of competition for key
personnel has increased recently, particularly due to the market entry efforts
of certain commercial banks and other participants in the financial services
industry into retail brokerage activities. There can be no assurance that losses
of key personnel due to such competition or otherwise will not occur in the
future. The loss of a sales and trading, investment banking or research
professional, particularly a senior professional with a broad range of contacts
in an industry, could materially and adversely affect our operating results.
We generally do not have employment agreements with our employees or senior
executive officers. We attempt to retain our employees with incentives such as
long-term deferred compensation plans, the issuance of our stock subject to
continued employment and the grant of options to buy our stock that vest over a
number of years of employment. These incentives, however, may be insufficient in
light of the increasing competition for experienced professionals in the
securities industry, particularly if our stock price declines or fails to
appreciate sufficiently to be a competitive source of a portion of professional
compensation.
OUR BUSINESS IS SUBJECT TO EXTENSIVE FEDERAL AND STATE REGULATION, WHICH IS ALSO
SUBJECT TO CHANGE.
The securities industry and our business are subject to extensive
regulation in the United States by the Securities and Exchange Commission, state
securities regulators and other governmental regulatory authorities. Our
business also is regulated in the United States by industry self-regulatory
organizations, including the NASD Regulation, Inc., or NASD, the New York Stock
Exchange, or NYSE, and other exchanges. Certain of our subsidiaries are
registered as investment advisers with the Commission and in several states, and
as such are subject to the requirements of the Investment Advisers Act of 1940,
and the Commission's regulations under the 1940 Act. In addition, we may be
adversely affected as a result of new or revised legislation or regulations
imposed by the Commission, other governmental regulatory authorities or
self-regulatory organizations. We also may be adversely affected by changes in
the interpretation or enforcement of existing laws and rules by these
governmental authorities and self-regulatory organizations.
THE BUSINESS OPERATIONS OF OUR SUBSIDIARIES FACE LIMITATIONS DUE TO NET CAPITAL
REQUIREMENTS.
As a registered broker-dealer and member of the NYSE, Stifel, Nicolaus is
subject to the net capital rules administered by the Commission, NYSE and NASD.
These rules, which specify minimum net capital requirements for registered
broker-dealers and NYSE and NASD members, are designed to assure that
broker-dealers maintain adequate regulatory capital in relation to their
liabilities and the size of their customer business. These requirements have the
effect of requiring that at least a substantial portion of a broker-dealer's
assets be kept in cash or highly liquid investments. Compliance with the net
capital requirements could limit those operations that require the intensive use
of capital, such as underwriting and trading activities. These rules also could
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restrict our ability to withdraw capital from Stifel, Nicolaus even in
circumstances where Stifel, Nicolaus has more than the minimum amount of
required capital.
WE MAY FACE PENALTIES DUE TO NONCOMPLIANCE, WHICH MAY ADVERSELY AFFECT OUT
OPERATING RESULTS.
Compliance with many of the regulations applicable to our business involves
a number of risks, particularly in areas where applicable regulations may be
subject to varying interpretation. In the event of non-compliance by Stifel
Financial or Stifel, Nicolaus with an applicable regulation, governmental
regulators and self-regulatory organizations may institute administrative or
judicial proceedings that may result in censure, fine, civil penalties
(including treble damages in the case of insider trading violations), the
issuance of cease-and-desist orders, the deregistration or suspension of the
non-compliant broker-dealer or investment adviser, the suspension or
disqualification of the broker-dealer's officers or employees or other adverse
consequences. The imposition of any future penalties or orders on us or our
affiliates could have a material adverse effect on our operating results and
financial condition.
WE FACE THE RISK OF LOSSES FROM UNDERWRITING AND TRADING.
We conduct our underwriting, securities trading and market-making
activities as principal, which subjects our capital to significant risks,
including market, credit, counterparty and liquidity risks. These activities
often involve the purchase, sale or short sale of securities as principal in
markets that may be characterized by relative illiquidity or that may be
particularly susceptible to rapid fluctuations in liquidity. We from time to
time have large position concentrations in securities of, or commitments to, a
single issuer, or issuers engaged in a specific industry, particularly as a
result of our underwriting activities. We tend to concentrate our trading
positions and underwriting activities in a more limited number of industry
sectors and portfolio companies than many other investment banks, which might
result in higher trading losses than would occur if our positions and activities
were less concentrated. In addition, the trend in all major capital markets, for
competitive and other reasons, toward larger commitments on the part of lead
underwriters means that, from time to time, an underwriter, including a
co-manager, may retain significant position concentrations in individual
securities.
WE HAVE LIABILITY EXPOSURE BECAUSE OF THE SECURITIES LAWS AND RELATED
LITIGATION.
Many aspects of our business involve substantial risks of liability. An
underwriter is exposed to substantial liability under federal and state
securities laws, other federal and state laws and court decisions, including
decisions with respect to underwriters' liability and limitations on
indemnification of underwriters by issuers. For example, a firm that acts as an
underwriter may be held liable for material misstatements or omissions of fact
in a prospectus used in connection with the securities being offered or for
statements made by its securities analysts or other personnel. In recent years,
there has been an increasing incidence of litigation involving the securities
industry, including class actions that seek substantial damages. As is common in
the securities industry, we do not carry insurance that would cover any such
payments. In addition, our charter documents allow indemnification of our
officers, directors and agents to the maximum extent permitted under Delaware
law. We have entered into indemnification agreements with these persons. We have
been and in the future may be the subject of indemnification assertions under
these charter documents or agreements by our officers, directors or agents who
are or may become defendants in litigation.
In the normal course of business, we are also a defendant in various civil
actions and arbitrations arising out of our activities as a broker-dealer in
securities, as an underwriter, as an employer and as a result of other business
activities. We have in the past made substantial payments in connection with the
resolution of disputed claims, and there can be no assurance that substantial
payments in connection with the resolution of disputed claims will not occur in
the future. An adverse resolution of any pending or future lawsuits against
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Stifel, Nicolaus or Stifel Financial could materially affect our operating
results and financial condition.
In addition to the foregoing financial costs and risks, the defense of
litigation has, to a certain extent, diverted, and is expected to divert in the
future, the efforts and attention of our management and staff. The amount of
time that management and other employees are required to devote in connection
with the defense of litigation could be substantial and might materially divert
their attention from other responsibilities. Securities class action litigation
in particular is highly complex and can extend for a protracted period of time,
thereby consuming substantial time and effort of our management and
substantially increasing the cost of such litigation.
OUR COMMUNICATIONS AND INFORMATION SYSTEMS MAY FAIL TO OPERATE PROPERLY.
Our business is highly dependent on communications and information systems.
Any failure or interruption of our systems, or of the systems of our clearing
broker, could cause delays in our securities trading activities, which could
have a material adverse effect on our operating results. There can be no
assurance that we or our clearing broker will not suffer any such systems
failure or interruption, whether caused by an earthquake, fire, other natural
disaster, power or telecommunications failure, act of God, act of war or
otherwise, or that our back-up procedures and capabilities in the event of any
such failure or interruption will be adequate.
OUR BUSINESS
Stifel offers securities-related financial services through its
wholly-owned operating subsidiaries, Stifel Nicolaus & Company, Incorporated,
Century Securities Associates, Inc. and Pin Oak Capital Ltd. These subsidiaries
provide brokerage, trading, investment banking, investment advisory, and related
financial services primarily to customers throughout the United States from 63
locations. Stifel's customers include individuals, corporations, municipalities
and institutions. Although Stifel has customers throughout the United States,
its major geographic area of concentration is in the Midwest.
Private Client. We provide securities transaction and financial planning
services to our private clients through Stifel Nicolaus' branch system and its
independent contractor firm, Century Securities Associates. In 1998 and 1999
management made significant investments in personnel, technology, and market
data platforms to grow the private client segment.
Capital Markets. Capital markets include investment banking, corporate
finance and public finance departments, research department, syndicate
department, over-the-counter equity trading, and institutional sales and
trading.
Other Segments. In addition to our private client and capital markets
segments, we have an investment advisory firms which provides investment
advisory services to individuals, fiduciary, and corporate clients. Revenues are
derived based upon assets under management. Pin Oak Capital is registered as an
investment advisor in five states and had assets under management of
approximately $176,442,000 at December 31, 1999.
Stifel, Nicolaus clears transactions for our independent contractor,
Century Securities Associates, and two other introducing broker-dealers.
Acquisition of Hanifen, Imhoff. On January 12, 2000, we completed the
acquisition of Hanifen, Imhoff Inc., a Denver-based investment banking firm. The
transaction is being accounted for as a purchase and provided for a tax-free
exchange of approximately 517,000 shares of our common stock for all of the
outstanding shares of Hanifen, Imhoff. In connection with the transaction,
certain key associate of Hanifen, Imhoff executed employment agreements
containing non-compete provisions and restrictions on the sale of the stock
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received in the merger and were awarded options in Stifel. Hanifen, Imhoff also
has offices located in Omaha, Nebraska and Winter Park, Florida. The merger
added 59 investment bankers, research analysts, institutional sales associates,
and traders to the capital markets segment, as well as 23 administrative and
technical support associates.
Our executive offices are located at 501 North Broadway, St. Louis,
Missouri 63102, and our telephone number is (314) 342-2000.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common shares offered
by this prospectus, nor will such proceeds be available for our use or benefit.
SELLING STOCKHOLDERS
All of the common shares registered for sale under this prospectus are
owned by former stockholders of Hanifen, Imhoff Inc. All of the shares were
acquired by the selling stockholders in connection with the acquisition by
Stifel of Hanifen, Imhoff. Under the terms of the transaction, Stifel agreed to
register the shares of common stock received by the selling stockholders in
connection with the transaction.
The term "selling stockholders" also includes any permitted transferees,
pledgees, donees, or other successors in interest to the selling stockholders
named in the table below. To the extent required, we will name any additional
selling stockholder in a supplement to this prospectus.
The following table sets forth as of the date of this prospectus the name
of each of the selling stockholders and the nature of any position, office or
other material relationship that such selling stockholder and its affiliates has
had with Stifel and its affiliates within the past three years. The table also
sets forth certain information with respect to the beneficial ownership of our
common stock by the selling stockholders as of July ___, 2000 before giving
effect to any sale of shares of common stock in this offering which may occur.
No selling stockholder is obligated to sell all or any portion of his or her
shares, nor are they obligated to sell any of their shares immediately pursuant
to this prospectus. Certain of the selling stockholders entered into agreements
with Stifel whereby, prior to making any sale of the common stock received by
them in the acquisition, they would afford Stifel the right to purchase such
shares. Because the selling stockholders may sell all or some of their shares,
no estimate can be given as to the amount of common stock actually to be offered
for sale by any selling stockholder or as to the amount of common stock that
will be held by any selling stockholder upon the termination of this offering.
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<TABLE>
<CAPTION>
Name and Relationship Ownership Prior to the Number of Shares Ownership After
to Stifel, if any Offering Offered Hereby the Offering
---------------------------------------------------------------------------------------------------
Shares % Shares %
------- ----- ------- ------ -----
<S> <C> <C> <C> <C> <C>
Gary E. Akers (2)............... 3,870 * 3,870 -- *
Brian D. Basset................. 30 * 30 -- *
Jeffrey L. Beach (2)............ 15,481 * 15,481 -- *
David P. Bell (2)............... 1,161 * 1,161 -- *
Steven H. Bell (1)............. 15,000 * 15,000 -- *
Keith C. Douglass (2)........... 8,583 * 8,583 -- *
William V. Dunn (1)............. 3,870 * 3,870 -- *
Warren N. Eckloff (1)........... 30,962 * 30,962 -- *
Debra L. Freeman (3)............ 3,870 * 3,870 -- *
Timothy P. Gaudette (3)......... 12,384 * 12,384 -- *
Gerard F. Hallaran (2).......... 30,963 * 30,963 -- *
Bennie W. Hasten (2)............ 27,092 * 27,092 -- *
Cynthia J. Heigman (3).......... 1,697 * 1,697 -- *
Michael F. Imhoff (1)........... 30,962 * 30,962 -- *
Walter F. Imhoff (1)............ 30,963 * 30,963 -- *
Ralph D. Janitell (3)........... 4,804 * 4,804 -- *
Christian D. Jensen (1)......... 30,961 * 30,961 -- *
Trent R. Jones.................. 309 * 309 -- *
Fred Koch III (3)............... 3,483 * 3,483 -- *
Dennis M. Kortman............... 8,696 * 8,696 -- *
Mark C. Koza (2)................ 7,739 * 7,739 -- *
John D. Kucera (1).............. 30,963 * 30,963 -- *
Jeffrey T. Larson (1)........... 12,384 * 12,384 -- *
David J. Margarone (3).......... 1,740 * 1,740 -- *
Deidre A. Marrin (3)............ 1,431 * 1,431 -- *
Lawrence Marx (4)............... 12,383 * 12,383 -- *
Jon M. Mollenberg (3)........... 1,857 * 1,857 -- *
Ronald D. New (3)............... 10,062 * 10,062 -- *
Barry P. Ollman (2)............. 30,963 * 30,963 -- *
Carlos O. Pereda (4)............ 1,548 * 1,548 -- *
Alan M. Scott (1)............... 30,963 * 30,963 -- *
James C. Sepenzis (1)........... 30,963 * 30,963 -- *
Gerald J. Spethman Jr. (4)...... 309 * 309 -- *
Robin C. Troublefield........... 174 * 174 -- *
Howard C. Van Deusen (1)........ 30,963 * 30,963 -- *
Russell T. Welty (2)............ 15,480 * 15,480 -- *
Lester A. Willson (2)........... 1,997 * 1,997 -- *
--------- --------- ----
Total 487,060 6.71% 487,060 -- *
========= ========= ====
</TABLE>
----------------------------
* Represents ownership of less than one percent.
(1) Managing Director
(2) Senior Vice President
(3) Vice President
(4) Assistant Vice President
10
<PAGE>
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by the selling
stockholders named in this prospectus, by their donees or transferees, or by
their other successors in interest. The selling stockholders may sell their
shares at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at negotiated prices, or at fixed prices, which
may be changed. Each selling stockholder reserves the right to accept or reject,
in whole or in part, any proposed purchase of shares, whether the purchase is to
be made directly or through agents. In addition, certain of the selling
stockholders entered into agreements with Stifel whereby, prior to making any
sale of the common stock received by them in the acquisition, they would afford
Stifel the right to purchase such shares.
The selling stockholders may offer their shares at various times in one or
more of the following transactions:
o in transactions involving cross or block trades or otherwise on the
New York Stock Exchange;
o in transactions in which brokers, dealers or underwriters purchase the
shares as principal and resell the shares for their own accounts
pursuant to this prospectus;
o in transactions "at the market" into an existing market for the common
stock;
o in other ways not involving market makers or established trading
markets, including direct sales of the shares to purchasers or sales
of the shares effected through agents;
o in privately negotiated transactions; or
o in a combination of any of the foregoing transactions.
The selling stockholders also may sell their shares in accordance with Rule
144 under the Securities Act.
From time to time, one or more of the selling stockholders may pledge or
grant a security interest in some or all of the shares owned by them. If the
selling stockholders default in performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares from time to time by
this prospectus. The selling stockholders also may transfer and donate shares in
other circumstances. The number of shares beneficially owned by selling
stockholders will decrease as and when the selling stockholders transfer or
donate their shares or default in performing obligations secured by their
shares. The plan of distribution for the shares offered and sold under this
prospectus will otherwise remain unchanged, except that the transferees, donees,
pledgees, other secured parties or other successors in interest will be selling
stockholders for purposes of this prospectus.
The selling stockholders may use brokers, dealers, underwriters or agents
to sell their shares. The persons acting as agents may receive compensation in
the form of commissions, discounts or concessions. This compensation may be paid
by the selling stockholders or the purchasers of the shares for whom such
persons may act as agent, or to whom they may sell as principal, or both. The
compensation as to a particular person may be less than or in excess of
customary commissions. The selling stockholders and any agents or broker-dealers
that participate with the selling stockholders in the offer and sale of the
shares may be deemed to be "underwriters" within the meaning of the Securities
Act. Any commissions they receive and any profit they realize on the resale of
the shares by them may be deemed to be underwriting discounts and commissions
under the Securities Act. Neither we nor any selling stockholders can presently
estimate the amount of such compensation.
If a selling stockholder sells shares in an underwritten offering, the
underwriters may acquire the shares for their own account and resell the shares
from time to time in one or more transactions, including negotiated
11
<PAGE>
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. In such event, we will set forth in a supplement to this
prospectus the names of the underwriters and the terms of the transactions,
including any underwriting discounts, concessions or commissions and other items
constituting compensation of the underwriters and broker-dealers. The
underwriters from time to time may change any public offering price and any
discounts, concessions or commissions allowed or reallowed or paid to
broker-dealers. Unless otherwise set forth in a supplement, the obligations of
the underwriters to purchase the shares will be subject to certain conditions,
and the underwriters will be obligated to purchase all of the shares specified
in the supplement if they purchase any of the shares.
We have advised the selling stockholders that during such time as they may
be engaged in a distribution of the shares, they are required to comply with
Regulation M under the Securities Exchange Act. With exceptions, Regulation M
prohibits any selling stockholder, any affiliated purchasers and other persons
who participate in such a distribution from bidding for or purchasing, or
attempting to induce any person to bid for or purchase, any security which is
the subject of the distribution until the entire distribution is complete.
Under our registration rights agreements with the selling stockholders, we
are required to bear the expenses relating to this offering, excluding any
underwriting discounts or commissions, stock transfer taxes and fees of legal
counsel to the selling stockholders. We estimate these expenses will total
approximately $15,000.
We have agreed to indemnify the selling stockholders against certain
liabilities and expenses arising out of or based upon the information contained
in this document, including liabilities under federal securities laws.
It is possible that a significant number of shares could be sold at the
same time. Such sales, or the perception that such sales could occur, may
adversely affect prevailing market prices for the common stock.
LEGAL OPINION
Bryan Cave LLP will issue an opinion about the legality of the Stifel
common stock being offered by this prospectus. One of our directors, John J.
Goebel, is senior counsel at the law firm of Bryan Cave LLP. Mr. Goebel
beneficially owns 17,069 shares of our common stock and has options to purchase
11,443 shares.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from our Annual Report on
Form 10-K for the year ended December 31, 1999 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses (other than underwriting
discounts and commissions), which other than the SEC registration fee are
estimates, payable by the Registrant in connection with the sale and
distribution of the shares registered hereby**:
SEC Registration Fee ............................. $ 1,335
Accounting Fees and Expenses...................... 3,000 *
Legal Fees and Expenses........................... 7,500 *
Miscellaneous Expenses............................ 3,165 *
----------
Total ................................ $ 15,000 *
==========
-------------
* Estimated
** The selling stockholders will pay any sales commissions or underwriting
discount and fees incurred in connection with the sale of shares
registered hereunder.
Item 15. Indemnification of Directors and Officers.
Section 6.4 of the Registrant's Amended and Restated By-Laws provides for
indemnification by the Registrant of each person who is or was a director,
officer or employee of the Registrant (or is or was serving as a director,
officer or employee of any other enterprise at the request of the Registrant) to
the full extent authorized by law. Certain of the directors also have
indemnification agreements with the Registrant which provide for indemnification
to the full extent permitted by the Delaware General Corporation Law or by any
amendment thereof or any other statutory provisions authorizing or permitting
indemnification.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to such provisions, the Registrant 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 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
(a) The undersigned issuer hereby undertakes:
(1) To file, during any period in which offers or 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective amendment
hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
II-1
<PAGE>
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(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 Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered herein, 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 (the "Act") 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.
II-2
<PAGE>
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-3 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 July 12, 2000.
STIFEL FINANCIAL CORP.
By: /s/ Ronald J. Kruszewski
-------------------------------------
Name: Ronald J. Kruszewski
Title: President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Ronald J. Kruszewski and James M. Zemlyak, and each of them (with full power to
each of them to act alone), the true and lawful attorney in fact and agent for
the undersigned, to act on behalf of and in the name of the undersigned in
connection with this Registration Statement, including the authority to sign any
amendments (including post-effective amendments) to this Registration Statement,
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), and each such person ratifies and
confirms all that said attorneys in fact and agents 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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ George H. Walker III Chairman of the Board July 12, 2000
------------------------------------
(George H. Walker III)
/s/ Ronald J. Kruszewski President, Chief Executive July 12, 2000
------------------------------------ Officer and Director
(Ronald J. Kruszewski)
/s/ Bruce A. Beda Director July 12, 2000
------------------------------------
(Bruce A. Beda)
/s/ Charels A. Dill Director July 12, 2000
------------------------------------
(Charles A. Dill)
/s/ Richard F. Ford Director July 12, 2000
------------------------------------
(Richard F. Ford)
/s/ John J. Goebel Director July 12, 2000
------------------------------------
(John J. Goebel)
II-3
<PAGE>
/s/ Stuart I. Greenbaum Director July 12, 2000
-------------------------------------
(Stuart I. Greenbaum)
/s/ Walter F. Imhoff Director July 12, 2000
-------------------------------------
(Walter F. Imhoff)
/s/ Robert E. Lefton Director July 12, 2000
-------------------------------------
(Robert E. Lefton)
/s/ James M. Oates Director July 12, 2000
-------------------------------------
(James M. Oates)
/s/ James M. Zemlyak Chief Financial Officer July 12, 2000
-------------------------------------
(James M. Zemlyak)
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
3.1 Restated Certificate of Incorporation of the Registrant filed
with the Secretary of State of Delaware on June 1, 1983,
incorporated herein by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 , as amended
(Registration File No. 2-84232) filed July 19, 1983.
3.2 Amendment to Restated Certificate of Incorporation of the
Registrant filed with the Secretary of State of Delaware on May
11, 1987, incorporated herein by reference to Exhibit (3)(a)(2)
to the Registrant's Annual Report on Form 10-K (File No.1-9305)
for the year ended July 31, 1987.
3.3 Certificate of Designation, Preferences, and Rights of Series A
Junior Participating Preferred Stock of the Registrant filed
with the Secretary of State of Delaware on July 10, 1987,
incorporated herein by reference to Exhibit (3)(a)(3) to the
Registrant's Annual Report on Form 10-K (File No.1-9305) for the
year ended July 31, 1987.
3.4 Amendment to Restated Certificate of Incorporation of the
Registrant filed with the Secretary of State of Delaware on
November 28, 1989, incorporated herein by reference to Exhibit
(3)(a)(4) to the Registrant's Annual Report on Form 10-K (File
No.1-9305) for the year ended July 27, 1990.
3.5 Amended and Restated By-Laws of the Registrant, incorporated
herein by reference to Exhibit 3(b)(1) to the Registrant's
Annual Report on Form 10-K (File No. 1-9305) for fiscal year
ended July 30, 1993.
4.1 Preferred Stock Purchase Rights of the Registrant, incorporated
herein by reference to the Registrant's Registration Statement
on Form 8-A (File No. 1- 9305) filed July 30, 1996.
5.1 Opinion of Bryan Cave LLP regarding the validity of the Common
Stock
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page)
