As filed with the Securities and Exchange Commission on April 29, 1997
Registration No. 333-
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.)
PIPER JAFFRAY TOWER
222 SOUTH NINTH STREET
MINNEAPOLIS, MINNESOTA 55402
(Address of principal executive offices) (Zip Code)
PIPER JAFFRAY COMPANIES INC.
STOCK INVESTMENT PLAN
(Full title of the plan)
David E. Rosedahl, Esq.
General Counsel
Piper Jaffray Companies Inc.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, Minnesota 55402
(Name and address of agent for service)
(612) 342-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Amount maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share (1) price (1) fee
------------- ---------- ------------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000
$1.00 par value shares $16.06 $16,060,000 $4,867.00
(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 April 25, 1997, as reported on the New
York Stock Exchange Consolidated Transactions Composite Tape.
PIPER JAFFRAY COMPANIES INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Piper Jaffray Companies Inc. (the
"Company"), 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 Company's latest Annual Report on Form 10-K filed pursuant
to Section 13(a) 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 (File No.
1-7421) under the Exchange Act on Form 8-A 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.
Not Applicable.
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 E. Rosedahl, General Counsel of
the Company, as to the legality of the shares being
registered.
23.01 Consent of David E. 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 LLP, independent
auditors, to the incorporation by reference in this
Registration Statement of their report dated
November 6, 1996 appearing on page 38 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, 1996.
24 Powers of Attorney authorizing Deborah K. Roesler
and David E. Rosedahl to sign this Registration
Statement on behalf of the directors and certain
officers of the Company.
ITEM 9. UNDERTAKINGS.
A. The undersigned 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 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; notwithstanding the foregoing, any
increase or decrease in the 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 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective 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; Form S-8
or Form F-3, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by the 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 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 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.
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 April 29, 1997.
PIPER JAFFRAY COMPANIES INC.
By /s/ Deborah K. Roesler
Deborah K. Roesler, Managing Director and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 29, 1997.
Signature Capacity
- --------- --------
/s/ Addison L. Piper Chief Executive Officer and
Addison L. Piper Chairman of the Board
(Principal Executive Officer)
/s/ Deborah K. Roesler Managing Director and
Deborah K. Roesler Chief Financial Officer
(Principal Financial Officer)
/s/ Sandra G. Sponem Managing Director and Controller
Sandra G. Sponem (Principal Accounting Officer)
Ralph W. Burnet* Director
Andrew S. Duff* Director
William H. Ellis* Director A majority of the
Kathy Halbreich* Director Board of Directors
Addison L. Piper* Director
Robert S. Slifka* Director
David Stanley* Director
- --------------------
* By /s/ David E. Rosedahl
David E. Rosedahl,
Attorney-in-Fact
INDEX TO EXHIBITS
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Method
Exhibit Description of Filing
- ------- ----------- ---------
<S> <C> <C>
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)
Electronic
4.03 Piper Jaffray Companies Stock Investment Plan.............................. Transmission
5 Opinion of David E. Rosedahl, General Counsel of Electronic
the Company, as to the legality of the shares being registered............. Transmission
23.01 Consent of David E. 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 LLP, independent auditors, to the
incorporation by reference in this Registration Statement of
their report dated November 6, 1996 appearing on page 38 of
the Company's Annual Report, which is incorporated by
reference in the Company's Annual Report on Form 10-K Electronic
for the year ended September 30, 1996...................................... Transmission
24 Powers of Attorney authorizing Deborah K. Roesler and
David E. Rosedahl to sign this Registration Statement
on behalf of the directors and certain officers of the Electronic
Company.................................................................... Transmission
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PIPER JAFFRAY COMPANIES STOCK INVESTMENT PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997)
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.
(b) "Board of Directors" means the Board of Directors
of the Company.
(c) "Code" means the Internal Revenue Code of 1986,
as amended from time to time.
(d) "Committee" means three or more Disinterested
Persons designated by the Board of Directors to administer the
Plan under Section 13.
(e) "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.
(f) "Company" means Piper Jaffray Companies Inc.
(g) "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.
(h) "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.
(i) "Eligible Employee" means any employee of the
Company or an Affiliate (i) who is a full-time employee, or
(ii) who is a part-time employee with customary employment of
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.
(j) "Exchange Act" means the Securities Exchange Act
of 1934, as amended from time to time.
(k) "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.
(l) "Participant" means an Eligible Employee who has
elected to participate in the Plan in the manner set forth in
Section 4.
(m) "Plan" means this Piper Jaffray Companies Stock
Investment Plan, as amended from time to time.
(n) "Purchase Period" means any calendar month
beginning with the month of July, 1994.
(o) "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 2,000,000 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 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, an employee must be an Eligible Employee on
the first business day of such Purchase Period. 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 Purchase Period that authorizes regular payroll
deductions from Compensation beginning with the first payday in such Purchase
Period 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.
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 $750 per month, such maximum
amount to be subject to adjustment from time to time by the Committee.
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 Purchase Period to which it relates and shall remain in
effect unless and until such Participant withdraws from the 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 Purchase Period.
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 Purchase Period.
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. To the extent that such Participant owns shares of Common
Stock held in the general account referred to in Section 10.2 hereof on the date
Participant's employment terminated, then such Participant or his or her
representative shall be issued a certificate representing such shares. No
certificates for fractional shares will be issued. Instead, Participants will
receive a cash distribution representing any fractional shares.
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. The Investment
Services Department shall maintain individual subaccounts for each
Participant in such general account to which shall be allocated such
Participant's shares of Common Stock (including fractional shares to
four decimal places). Other than in accordance with Section 10.3
hereof, the shares of Common Stock held in such general 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.
10.3 Certificates for the number of whole shares of Common
Stock, determined as aforesaid, purchased by each Participant and
maintained for his or her benefit in the general account referred to in
Section 10.2 hereof shall be issued and delivered to him or her, or
transferred to another account for his or her benefit, only upon
request of the Participant or his or her representative directed to the
Company; provided that no more than one such request shall be honored
during any calendar year commencing January 1, 1997. No certificates
for fractional shares will be issued. Instead, Participants will
receive a cash distribution representing any fractional shares.
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 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 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.
29 April 1997 EXHIBIT 5
Board of Directors
Piper Jaffray Companies Inc.
222 South Ninth Street
Minneapolis, MN 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 "Corporation"), 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 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 E. Rosedahl
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 6, 1996
(which includes an emphasis of a matter relating to litigation described in Note
8 of the consolidated financial statements), appearing in the Annual Report on
Form 10-K of Piper Jaffray Companies, Inc. for the year ended September 30,
1996.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
April 24, 1997
PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint David E.
Rosedahl and Deborah K. Roesler, and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, 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 any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Act of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Stock Investment
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary or incidental to the performance and
execution of the powers herein expressly granted, to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 4 day of April, 1997.
/s/ Ralph Burnet
Ralph Burnet
PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint David E.
Rosedahl and Deborah K. Roesler, and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, 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 any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Act of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Stock Investment
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary or incidental to the performance and
execution of the powers herein expressly granted, to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 4 day of April, 1997.
/s/ Andrew Duff
Andrew Duff
PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint David E.
Rosedahl and Deborah K. Roesler, and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, 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 any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Act of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Stock Investment
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary or incidental to the performance and
execution of the powers herein expressly granted, to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 4 day of April, 1997.
/s/ William H. Ellis
William H. Ellis
PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint David E.
Rosedahl and Deborah K. Roesler, and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, 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 any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Act of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Stock Investment
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary or incidental to the performance and
execution of the powers herein expressly granted, to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 4 day of April, 1997.
/s/ Kathy Halbreich
Kathy Halbreich
PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint David E.
Rosedahl and Deborah K. Roesler, and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, 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 any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Act of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Stock Investment
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary or incidental to the performance and
execution of the powers herein expressly granted, to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 4 day of April, 1997.
/s/ Addison L. Piper
Addison L. Piper
PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint David E.
Rosedahl and Deborah K. Roesler, and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, 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 any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Act of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Stock Investment
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary or incidental to the performance and
execution of the powers herein expressly granted, to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 4 day of April, 1997.
/s/ Robert Slifka
Robert Slifka
PIPER JAFFRAY COMPANIES INC.
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
The undersigned director and/or officer of Piper Jaffray Companies
Inc., a Delaware corporation, does hereby make, constitute and appoint David E.
Rosedahl and Deborah K. Roesler, and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, 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 any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Act of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Stock Investment
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary or incidental to the performance and
execution of the powers herein expressly granted, to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 4 day of April, 1997.
/s/ David Stanley
David Stanley
