<PAGE>
CONFORMED
As filed with the Securities and Exchange Commission on June 3, 1994
Registration No. 033-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
PIPER JAFFRAY COMPANIES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 41-1233380
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 SOUTH NINTH STREET
MINNEAPOLIS, MINNESOTA 55402
(Address of principal executive offices) (Zip Code)
PIPER JAFFRAY COMPANIES STOCK INVESTMENT PLAN
(Full title of the plan)
David Evans Rosedahl, Esq.
General Counsel
Piper Jaffray Companies Inc.
222 South Ninth Street
Minneapolis, Minnesota 55402
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (612) 342-6000
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered per share (1) price (1) fee
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<S> <C> <C> <C> <C>
Common Stock, 1,000,000
$1.00 par shares $12.75 $12,750,000 $4,397.00
value
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of the registration fee pursuant to
Rule 457(h)(1) based on the average of the high and low sales prices per
share of the Registrant's Common Stock on May 31, 1994, as reported on the
New York Stock Exchange Consolidated Transactions Composite Tape.
</TABLE>
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- --------------------------------------------------------------------------------
<PAGE>
PIPER JAFFRAY COMPANIES INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed (File No. 1-7421) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are, as of their
respective dates, incorporated in this Registration Statement by reference and
made a part hereof:
(1) The latest Annual Report on Form 10-K of Piper Jaffray Companies
Inc. (the "Company") filed pursuant to Section 13 of the Exchange
Act.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (1) above.
(3) The description of the Company's Common Stock which is contained
in the Registration Statement filed under the Exchange Act and
all amendments and reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all of the shares of Common Stock
offered have been sold or which deregisters all shares of the Common Stock then
remaining unsold shall be deemed to be incorporated by reference in and a part
of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock registered hereby is being
passed upon for the Company by David Evans Rosedahl, General Counsel of the
Company, who, as of the date hereof, owns 27,046 shares of Common Stock and has
options to acquire 74,450 additional shares of Common Stock, and, as of
September 30, 1993, indirectly owned 19,361 shares of Common Stock held by the
Piper Jaffray ESOP for his account.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law and Article XI of the By-Laws of
the Company provide for broad indemnification of directors and officers of the
Company.
The Company also maintains a director and officer insurance policy
which insures the Company and its directors and officers against damages,
judgments, settlements and costs incurred by reason of certain acts of such
persons in their capacities as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Description
------- -----------
4.01 Restated Certificate of Incorporation of the
Company, as amended (incorporated by reference to
Exhibit 4.01 to Registration Statement on
Form S-8, No. 033-52933).
4.02 By-Laws of the Company, as amended (incorporated
by reference to Exhibit 4.02 to Registration
Statement on Form S-8, No. 033-52933).
4.03 Piper Jaffray Companies Stock Investment Plan.
5 Opinion of David Evans Rosedahl, General Counsel
of the Company, as to the legality of the shares
being registered.
23.01 Consent of David Evans Rosedahl, General Counsel
of the Company, is contained in his opinion filed
as Exhibit 5 to this Registration Statement.
23.02 Consent of Deloitte & Touche, independent
auditors, to the incorporation by reference in
this Registration Statement of their report dated
November 9, 1993 appearing on page 34 of the
Company's Annual Report, which is incorporated by
reference in the Company's Annual Report on
Form 10-K for the year ended September 30, 1993.
24 Powers of Attorney authorizing Charles N. Hayssen
and David Evans Rosedahl to sign this Registration
Statement on behalf of the directors and certain
officers of the Company.
ITEM 9. UNDERTAKINGS.
A. The Company 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 of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the
Registration
II-2
<PAGE>
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; and (iii) to include any material information with
respect to the plan of distribution not 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
Company 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 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 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 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Minneapolis, State of Minnesota, on June 2, 1994.
PIPER JAFFRAY COMPANIES INC.
By/S/ Charles N. Hayssen
--------------------------------------------
Charles N. Hayssen, Managing Director
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on June 2, 1994 by the following persons
in the capacities and on the date indicated.
Signature Capacity
- --------- --------
/S/ Addison L. Piper Chief Executive Officer
- -------------------------- and Chairman of the
Addison L. Piper Board (Principal
Executive Officer)
/S/ Charles N. Hayssen Managing Director
- -------------------------- and Chief Financial
Charles N. Hayssen Officer (Principal
Financial Officer)
/S/ Deborah K. Roesler Managing Director and
- -------------------------- Controller (Principal
Deborah K. Roesler Accounting Officer)
Karen M. Bohn* Director )
David P. Crosby* Director )
William H. Ellis* Director )
Dan L. Lastavich* Director ) A majority of the
Gary M. Petrucci* Director ) Board of Directors
Addison L. Piper* Director )
DeLos V. Steenson* Director )
Richard J. Stream* Director )
- -------------------------
*By/S/ David Evans Rosedahl
--------------------------------
David Evans Rosedahl,
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
Method
Exhibit Description of Filing
- ------- ----------- ---------
4.01 Restated Certificate of Incorporation of
the Company, as amended (incorporated by
reference to Exhibit 4.01 to Registration
Statement on Form S-8, No. 033-52933)
4.02 By-Laws of the Company, as amended
(incorporated by reference to Exhibit 4.02
to Registration Statement on Form S-8,
No. 033-52933)
4.03 Piper Jaffray Companies Stock Investment Electronic
Plan ........................................ Transmission
5 Opinion of David Evans Rosedahl, General
Counsel of the Company, as to the legality Electronic
of the shares being registered .............. Transmission
23.01 Consent of David Evans Rosedahl, General
Counsel of the Company, is contained in his
opinion filed as Exhibit 5 to this Registration
Statement.
23.02 Consent of Deloitte & Touche, independent
auditors, to the incorporation by
reference in this Registration Statement of
their report dated November 9, 1993 appearing
on page 34 of the Company's Annual Report,
which is incorporated by reference in the
Company's Annual Report on Form 10-K for Electronic
the year ended September 30, 1993 ........... Transmission
24 Powers of Attorney authorizing Charles N.
Hayssen and David Evans Rosedahl to sign
this Registration Statement on behalf of the
directors and certain officers of the Electronic
Company ..................................... Transmission
II-5
<PAGE>
EXHIBIT 4.03
PIPER JAFFRAY COMPANIES STOCK INVESTMENT PLAN
1. PURPOSE AND SCOPE OF PLAN. The purpose of this Piper Jaffray
Companies Stock Investment Plan (the "Plan") is to provide the employees of
Piper Jaffray Companies Inc. (the "Company") and its affiliates with an
opportunity to acquire a proprietary interest in the Company through the
purchase of its common stock and, thus, to develop a stronger incentive to work
for the continued success of the Company. The Plan is intended to be an
"employee stock purchase plan" within the meaning of Section 423(b) of the
Internal Revenue Code of 1986, as amended, and shall be interpreted and
administered in a manner consistent with such intent.
2. DEFINITIONS.
2.1 The terms defined in this section are used (and capitalized)
elsewhere in this Plan:
(a) "AFFILIATE" means any corporation that is a "parent corporation"
or "subsidiary corporation" of the Company, as defined in Sections
424(e) and 424(f) of the Code, or any successor provision.
(c) "BOARD OF DIRECTORS" means the Board of Directors of the Company.
(d) "CODE" means the Internal Revenue Code of 1986, as amended from
time to time.
(e) "COMMITTEE" means three or more Disinterested Persons designated
by the Board of Directors to administer the Plan under Section 13.
(f) "COMMON STOCK" means the common stock, $1 par value per share (as
such par value may be adjusted from time to time), of the Company.
(g) "COMPANY" means Piper Jaffray Companies Inc.
(h) "COMPENSATION" means the gross cash compensation (including wage,
salary, commission, bonus, and overtime earnings) paid by the Company
or any Affiliate to a Participant in accordance with the terms of
employment.
(i) "DISINTERESTED PERSONS" means a member of the Board of Directors
who is considered a disinterested person within the meaning of
Exchange Act Rule 16b-3 or any successor definition.
<PAGE>
(j) "ELIGIBLE EMPLOYEE" means any employee of the Company or an
Affiliate (i) who has completed 6 months of continuous service as a
full-time employee, or (ii) who has completed 12 months of service and
whose customary employment is at least 20 hours per week; provided,
however, that "Eligible Employee" shall not include any person who
would be deemed for purposes of Section 423(b)(3) of the Code, to own
stock possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company.
(k) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time.
(l) "FAIR MARKET VALUE" as of any date means the closing price of a
share of Common Stock on the date specified or, if no sale of shares
of Common Stock shall have occurred on that date, on the next
preceding day on which a sale occurred of shares on the composite tape
for New York Stock Exchange listed shares. If the shares of Common
Stock are not quoted on such exchange or if such determination of Fair
Market Value is not consistent with the then current regulations of
the Secretary of the Treasury applicable to plans intended to qualify
as an "employee stock purchase plan" within the meaning of Section
423(b) of the Code, Fair Market Value shall be determined in
accordance with such regulations. The determination of Fair Market
Value shall be subject to adjustment as provided in Section 14.
(m) "PARTICIPANT" means an Eligible Employee who has elected to
participate in the Plan in the manner set forth in Section 4.
(n) "PLAN" means this Piper Jaffray Companies Stock Investment Plan,
as amended from time to time.
(o) "PURCHASE PERIOD" means any calendar month beginning with the
month of July, 1994.
(p) "RECORDKEEPING ACCOUNT" means the account maintained in the books
and records of the Company recording the amount withheld from each
Participant through payroll deductions made under the Plan.
3. SCOPE OF THE PLAN. Shares of Common Stock may be sold by the Company
to Eligible Employees commencing July 1, 1994, as hereinafter provided, but not
more than 1,000,000 shares of Common Stock (subject to adjustment as provided in
Section 14) shall be sold to Eligible Employees pursuant to this Plan. All
sales of Common Stock pursuant to this Plan shall be subject to the same terms,
conditions, rights and privileges. The shares of Common Stock delivered by the
Company pursuant to this Plan may be
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<PAGE>
acquired shares having the status of any combination of authorized but unissued
shares, newly issued shares, or treasury shares.
4. ELIGIBILITY AND PARTICIPATION. To be eligible to participate in the
Plan for a given Purchase Period during a calendar quarter, an employee must be
an Eligible Employee on the first business day of such calendar quarter. An
Eligible Employee may elect to participate in the Plan by filing an enrollment
form with the Company before the first business day of such calendar quarter
that authorizes regular payroll deductions from Compensation beginning with the
first payday in such calendar quarter and continuing until the Eligible Employee
withdraws from the Plan or ceases to be an Eligible Employee.
5. AMOUNT OF COMMON STOCK EACH ELIGIBLE EMPLOYEE MAY PURCHASE.
5.1 Subject to the provisions of this Plan, each Eligible Employee
shall be offered the right to purchase on the last day of the Purchase
Period the number of shares of Common Stock (including fractional shares)
that can be purchased at the price specified in Section 5.2 with the entire
credit balance in the Participant's Recordkeeping Account; provided,
however, that no more than $25,000 in fair market value (determined on the
last business day of each Purchase Period) of shares of Common Stock and
other stock may be purchased under the Plan and all other employee stock
purchase plans (if any) of the Company and the Affiliates by any
Participant for each calendar year. If the purchases by all Participants
would otherwise cause the aggregate number of shares of Common Stock to be
sold under the Plan to exceed the number specified in Section 3, however,
each Participant shall be allocated a ratable portion of the maximum number
of shares of Common Stock which may be sold.
5.2 The purchase price of each share of Common Stock sold pursuant to
this Plan will be 85% of the Fair Market Value of such share on the last
business day of the Purchase Period.
6. METHOD OF PARTICIPATION.
6.1 The Company shall give notice to each Eligible Employee of the
opportunity to purchase shares of Common Stock pursuant to this Plan and
the terms and conditions for such offering. Such notice is subject to
revision by the Company at any time prior to the date of purchase of such
shares. The Company contemplates that for tax purposes the last business
day of a Purchase Period will be the date of the offering of such shares.
-3-
<PAGE>
6.2 Each Eligible Employee who desires to participate in the Plan for
a Purchase Period shall signify his or her election to do so by signing an
election form developed by the Committee. An Eligible Employee may elect
to have any amount of Compensation withheld from a minimum of $10 per month
to a maximum of $500 per month. An election to participate in the Plan and
to authorize payroll deductions as described herein must be made before the
first business day of the calendar quarter containing the Purchase Period
to which it relates and shall remain in effect unless and until such
Participant withdraws from this Plan, modifies his or her authorization, or
terminates his or her employment with the Company, as hereinafter provided.
6.3 Any Eligible Employee who does not make a timely election as
provided in Section 6.2, shall be deemed to have elected not to participate
in the Plan. Such election shall be irrevocable for such Purchase Period.
7. RECORDKEEPING ACCOUNT.
7.1 The Company shall maintain a Recordkeeping Account for each
Participant. Payroll deductions pursuant to Section 6 will be credited to
such Recordkeeping Accounts on each payday.
7.2 No interest will be credited to a Participant's Recordkeeping
Account.
7.3 The Recordkeeping Account is established solely for accounting
purposes, and all amounts credited to the Recordkeeping Account will remain
part of the general assets of the Company.
7.4 A Participant may not make any separate cash payment into the
Recordkeeping Account.
8. RIGHT TO ADJUST PARTICIPATION OR TO WITHDRAW.
8.1 A Participant may, at any time during a Purchase Period, direct
the Company to make no further deductions from his or her Compensation or
to adjust the amount of such deductions. Upon either of such actions,
future payroll deductions with respect to such Participant shall cease or
be adjusted in accordance with the Participant's direction.
8.2 Any Participant who stops payroll deductions may not thereafter
resume payroll deductions during such calendar quarter.
-4-
<PAGE>
8.3 At any time before the end of a Purchase Period, any Participant
may also withdraw from the Plan. In such event, all future payroll
deductions shall cease and the entire credit balance in the Participant's
Recordkeeping Account will be paid to the Participant, without interest, in
cash within 15 days. A Participant who withdraws from the Plan will not be
eligible to reenter the Plan until the next succeeding calendar quarter.
8.4 Notification of a Participant's election to adjust or terminate
deductions, or to withdraw from the Plan, shall be made by the filing of an
appropriate notice to such effect with the Company.
9. TERMINATION OF EMPLOYMENT. If the employment of a Participant is
terminated for any reason, including death, disability, or retirement, the
entire balance in the Participant's Recordkeeping Account will be applied to the
purchase of shares as provided in Section 10.1 as of the last day of the
Purchase Period in which the Participant's employment terminated; except that if
such Participant so requests prior to the last day of such Purchase Period, the
Company shall refund in cash within 15 days all amounts credited to his or her
Recordkeeping Account.
10. PURCHASE OF SHARES.
10.1 As of the last day of the Purchase Period, the entire credit
balance in each Participant's Recordkeeping Account will be used to
purchase shares (including fractional shares) of Common Stock (subject to
the limitations of Section 5) unless the Participant has filed an
appropriate form with the Company in advance of that date (which either
elects to purchase a specified number of shares which is less than the
number described above or elects to receive the entire credit balance in
cash). Any amount in a Participant's Recordkeeping Account that is not
used to purchase shares pursuant to this Section 10.1 will be refunded to
the Participant.
10.2 Shares of Common Stock acquired by each Participant shall be held
by the Company's Investment Services Department in a general account
maintained for the benefit of all Participants.
10.3 Certificates for the number of whole shares of Common Stock,
determined as aforesaid, purchased by each Participant shall be issued and
delivered to him or her only upon request of the Participant or his or her
representative directed to the Company. No Certificates for fractional
shares will be issued. Instead, Participants will receive a cash
distribution representing any fractional shares.
-5-
<PAGE>
10.4 Dividends with respect to a Participant's shares held in the
general account will, at the election of the Participant, either be paid to
the Participant in cash or reinvested in additional shares of Common Stock.
If a Participant fails to make such an election, all dividends with respect
to the Participant's shares held in the general account will automatically
be reinvested to purchase additional shares of Common Stock.
10.5 Each Participant will be entitled to vote all shares held for the
benefit of such Participant in the general account.
11. RIGHTS AS A STOCKHOLDER. A Participant shall not be entitled to any
of the rights or privileges of a stockholder of the Company with respect to such
shares, including the right to receive any dividends which may be declared by
the Company, until (i) he or she actually has paid the purchase price for such
shares and (ii) either the shares have been credited to his or her account or
certificates have been issued to him or her, both as provided in Section 10.
12. RIGHTS NOT TRANSFERABLE. A Participant's rights under this Plan are
exercisable only by the Participant during his or her lifetime, and may not be
sold, pledged, assigned or transferred in any manner other than by will or the
laws of descent and distribution. Any attempt to sell, pledge, assign or
transfer the same shall be null and void and without effect. The amounts
credited to a Recordkeeping Account may not be assigned, transferred, pledged or
hypothecated in any way, and any attempted assignment, transfer, pledge,
hypothecation or other disposition of such amounts will be null and void and
without effect.
13. ADMINISTRATION OF THE PLAN. This Plan shall be administered by the
Committee, which is authorized to make such uniform rules as may be necessary to
carry out its provisions. The Committee shall determine any questions arising
in the administration, interpretation and application of this Plan, and all such
determinations shall be conclusive and binding on all parties.
14. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of any change
in the Common Stock of the Company by reason of stock dividends, split-ups,
corporate separations, recapitalizations, mergers, consolidations, combinations,
exchanges of shares and the like, the aggregate number and class of shares
available under this Plan and the number, class and purchase price of shares
available but not yet purchased under this Plan, shall be adjusted appropriately
by the Committee.
15. REGISTRATION OF CERTIFICATES. Stock certificates will be registered
in the name of the Participant, or jointly in the name
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<PAGE>
of the Participant and another person, as the Participant may direct on an
appropriate form.
16. AMENDMENT OF PLAN. The Board of Directors may at any time amend this
Plan in any respect which shall not adversely affect the rights of Participants
pursuant to shares previously acquired under the Plan, except that, without
stockholder approval on the same basis as required by Section 19.1, no amendment
shall be made (i) to increase the number of shares to be reserved under this
Plan, (ii) to decrease the minimum purchase price, (iii) to withdraw the
administration of this Plan from the Committee, or (iv) to change the definition
of employees eligible to participate in the Plan.
17. EFFECTIVE DATE OF PLAN. This Plan shall consist of an offering
commencing July 1, 1994 and ending July 31, 1994 and continuing on a monthly
basis thereafter. All rights of Participants in any offering hereunder shall
terminate at the earlier of (i) the day that Participants become entitled to
purchase a number of shares of Common Stock equal to or greater than the number
of shares remaining available for purchase or (ii) at any time, at the
discretion of the Board of Directors, after 30 days' notice has been given to
all Participants. Upon termination of this Plan, shares of Common Stock shall
be issued to Participants in accordance with Section 10, and cash, if any,
remaining in the Participants' Recordkeeping Accounts shall be refunded to them,
as if the Plan were terminated at the end of a Purchase Period.
18. GOVERNMENTAL REGULATIONS AND LISTING. All rights granted or to be
granted to Eligible Employees under this Plan are expressly subject to all
applicable laws and regulations and to the approval of all governmental
authorities required in connection with the authorization, issuance, sale or
transfer of the shares of Common Stock reserved for this Plan, including,
without limitation, there being a current registration statement of the Company
under the Securities Act of 1933, as amended, covering the shares of Common
Stock purchasable on the last day of the Purchase Period applicable to such
shares, and if such a registration statement shall not then be effective, the
term of such Purchase Period shall be extended until the first business day
after the effective date of such a registration statement, or post-effective
amendment thereto. If applicable, all such rights hereunder are also similarly
subject to effectiveness of an appropriate listing application to the New York
Stock Exchange, covering the shares of Common Stock under the Plan upon official
notice of issuance.
19. MISCELLANEOUS.
19.1 This Plan shall be submitted for approval by the stockholders of
the Company prior to January 31, 1995. If not
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<PAGE>
so approved prior to such date, this Plan shall terminate on February 1,
1995.
19.2 This Plan shall not be deemed to constitute a contract of
employment between the Company and any Participant, nor shall it interfere
with the right of the Company to terminate any Participant and treat him or
her without regard to the effect which such treatment might have upon him
or her under this Plan.
19.3 Wherever appropriate as used herein, the masculine gender may be
read as the feminine gender, the feminine gender may be read as the
masculine gender, the singular may be read as the plural and the plural may
be read as the singular.
19.4 The Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of Minnesota.
19.5 Delivery of shares of Common Stock or of cash pursuant to this
Plan shall be subject to any required withholding taxes. A person entitled
to receive shares of Common Stock may, as a condition precedent to
receiving such shares, be required to pay the Company a cash amount equal
to the amount of any required withholdings.
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<PAGE>
EXHIBIT 5
June 2, 1994
Board of Directors
Piper Jaffray Companies Inc.
222 South Ninth Street
Minneapolis, Minnesota 55402
In connection with the proposed registration under the Securities Act
of 1933, as amended, of shares of Common Stock of Piper Jaffray Companies Inc.,
a Delaware corporation (the "Company"), offered and to be offered pursuant to
the Piper Jaffray Companies Stock Investment Plan (the "Plan"), I have examined
the Company's Restated Certificate of Incorporation, as amended, its By-Laws, as
amended, and such other documents, including the Registration Statement on
Form S-8, dated the date hereof, to be filed with the Securities and Exchange
Commission relating to such shares (the "Registration Statement"), and have
reviewed such matters of law as I have deemed necessary for this opinion.
Accordingly, based upon the foregoing, I am of the opinion that:
1. The Company is duly and validly organized and existing and in
good standing under the laws of the State of Delaware.
2. The Company has duly authorized the issuance of the shares of
Common Stock which may be issued pursuant to the Plan.
3. The shares which may be issued pursuant to the Plan will be, upon
issuance, validly issued and outstanding and fully paid and nonassessable.
4. All necessary corporate action has been taken by the Company to
adopt the Plan, and the Plan is a validly existing plan of the Company.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/S/ David Evans Rosedahl
David Evans Rosedahl
<PAGE>
EXHIBIT 23.02
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Piper Jaffray Companies Inc. on Form S-8 of our report dated November 9, 1993,
appearing in the Annual Report on Form 10-K of Piper Jaffray Companies Inc. for
the year ended September 30, 1993.
/s/ Deloitte & Touche
Minneapolis, Minnesota
May 31, 1994
<PAGE>
EXHIBIT 24
PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint
Charles N. Hayssen and David E. Rosedahl, and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock and/or other
securities of said Corporation proposed to be issued or sold by said
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 1st day of June, 1994.
/S/ Karen M. Bohn
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Karen M. Bohn
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PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint
Charles N. Hayssen and David E. Rosedahl, and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock and/or other
securities of said Corporation proposed to be issued or sold by said
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 1st day of June, 1994.
/S/ David P. Crosby
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David P. Crosby
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PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint
Charles N. Hayssen and David E. Rosedahl, and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock and/or other
securities of said Corporation proposed to be issued or sold by said
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 1st day of June, 1994.
/S/ William H. Ellis
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William H. Ellis
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PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint
Charles N. Hayssen and David E. Rosedahl, and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock and/or other
securities of said Corporation proposed to be issued or sold by said
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 1st day of June, 1994.
/S/ Dan L. Lastavich
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Dan L. Lastavich
<PAGE>
PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint
Charles N. Hayssen and David E. Rosedahl, and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock and/or other
securities of said Corporation proposed to be issued or sold by said
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 1st day of June, 1994.
/S/ Gary M. Petrucci
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Gary M. Petrucci
<PAGE>
PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint
Charles N. Hayssen and David E. Rosedahl, and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock and/or other
securities of said Corporation proposed to be issued or sold by said
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 1st day of June, 1994.
/S/ Addison L. Piper
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Addison L. Piper
<PAGE>
PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint
Charles N. Hayssen and David E. Rosedahl, and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock and/or other
securities of said Corporation proposed to be issued or sold by said
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 1st day of June, 1994.
/S/ DeLos V. Steenson
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DeLos V. Steenson
<PAGE>
PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint
Charles N. Hayssen and David E. Rosedahl, and each of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock and/or other
securities of said Corporation proposed to be issued or sold by said
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 1st day of June, 1994.
/S/ Richard J. Stream
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Richard J. Stream
