As filed with the Securities and Exchange Commission on November 1, 2022 Registration No. 333- |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Piper SANDLER Companies
(Exact name of registrant as specified in its charter)
| Delaware | | 30-0168701 |
(State or other jurisdiction of
incorporation or organization) 800 Nicollet Mall, Suite 900 Minneapolis, Minnesota (Address of Principal Executive
Offices) | | (I.R.S. Employer
Identification No.) 55402 (Zip Code) |
PIPER SANDLER COMPANIES AMENDED AND RESTATED
2003 ANNUAL AND LONG-TERM INCENTIVE PLAN
(as amended and restated May 15, 2020)
(Full title of the plan)
John W. Geelan
General Counsel and Secretary
Piper Sandler Companies
800 Nicollet Mall, Suite 900
Minneapolis, Minnesota 55402
(Name and address of agent for service)
(612) 303-6000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company ¨ Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering an additional 729,427 shares of common stock, par value $0.01 per share (the “Common Stock”), of Piper Sandler Companies, a Delaware corporation (the “Registrant”), to be issued pursuant to the Piper Sandler Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (as amended and restated May 15, 2020) (the “Plan”). In accordance with Section E. of the General Instructions to Form S-8, the contents of the following Registration Statements on Form S-8 relating to the Plan previously filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference: File No. 333-111665, File No. 333-122494, File No. 333-142699, File No. 333-150962, File No. 333-159360, File No. 333-205229, File No. 333-228096 and File No. 333-238598.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following are filed as exhibits to this Registration Statement:
EXHIBIT INDEX
Exhibit
No. | | Description | | Method of Filing |
| 4.1 | | Amended and Restated Certificate of Incorporation | | (1) |
| | | | | |
| 4.2 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | | (2) |
| | | | | |
| 4.3 | | Amended and Restated Bylaws (as of January 3, 2020) | | (3) |
| | | | | |
| 4.4 | | Form of Specimen Certificate for Piper Sandler Companies Common Stock | | (4) |
| | | | | |
| 4.5 | | Piper Sandler Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (as amended and restated May 15, 2020) | | (5) |
| | | | | |
| 5.1 | | Opinion of Faegre Drinker Biddle & Reath LLP | | Filed herewith |
| | | | | |
| 23.1 | | Consent of Ernst & Young LLP | | Filed herewith |
| | | | | |
| 23.2 | | Consent of Faegre Drinker Biddle & Reath LLP | | Included in Exhibit 5.1 |
| | | | | |
| 24.1 | | Power of Attorney | | Filed herewith |
| | | | | |
| 107 | | Filing Fee Table | | Filed herewith |
| | | | | |
| (1) | | Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007, filed with the Commission on August 3, 2007, and incorporated herein by reference. |
| (2) | | Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 6, 2020, and incorporated herein by reference. |
| (3) | | Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 6, 2020, and incorporated herein by reference. |
| (4) | | Filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Commission on February 26, 2018, and incorporated herein by reference. |
| (5) | | Filed as Exhibit 4.5 to the Registrant’s Registration Statement on Form S-8, filed with the Commission on May 22, 2020, and incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 1, 2022.
| | PIPER SANDLER COMPANIES (Registrant) |
| | | |
| | By: | /s/ Chad R. Abraham |
| | | Name: Chad R. Abraham Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| SIGNATURE | | TITLE | | DATE |
| | | | | |
| /s/ Chad R. Abraham | | Chairman and Chief Executive Officer | | November 1, 2022 |
| Chad R. Abraham | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Timothy L. Carter | | Chief Financial Officer | | November 1, 2022 |
| Timothy L. Carter | | (Principal Financial Officer and Principal Accounting Officer) | | |
| | | | | |
| * | | Director | | November 1, 2022 |
| Jonathan J. Doyle | | | | |
| | | | | |
| * | | Director | | November 1, 2022 |
| William R. Fitzgerald | | | | |
| | | | | |
| * | | Director | | November 1, 2022 |
| Victoria M. Holt | | | | |
| | | | | |
| * | | Director | | November 1, 2022 |
| Robbin Mitchell | | | | |
| | | | | |
| * | | Director | | November 1, 2022 |
| Thomas S. Schreier, Jr. | | | | |
| * | | Director | | November 1, 2022 |
| Sherry M. Smith | | | | |
| * | | Director | | November 1, 2022 |
| Philip E. Soran | | | | |
| * | | Director | | November 1, 2022 |
| Brian R. Sterling | | | | |
| * | | Director | | November 1, 2022 |
| Scott C. Taylor | | | | |
| * | | John W. Geelan, by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to the powers of attorney duly executed by such individuals which have been filed as an exhibit to this Registration Statement. |
| | By: | /s/ John W. Geelan |
| | | Name: John W. Geelan Title: Attorney-in-Fact |
