As filed with the Securities and Exchange Commission on April 29, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under the
Securities Act of 1933
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FRANKLIN RESOURCES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 13-2670991
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(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
777 Mariners Island Blvd.,
San Mateo, CA 94404
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(Address, Including Zip Code, of Principal Executive Offices)
FRANKLIN RESOURCES, INC.
UNITED KINGDOM STOCK OPTION PLAN #1
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(Full Title of Plan)
Leslie M. Kratter, Esq.
Vice President and Assistant Secretary
Franklin Resources, Inc.
777 Mariners Island Blvd.,
San Mateo, California 94404
(415) 312-3000
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(Name and Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
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Copies to:
Jeffrey E. Tabak, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Share(2) Price(2) Registration Fee(2)
Common Stock, par value $0.10 per 122,754 $13.45 - $20.63 $2,074,809.12 $715.46
share
<FN>
(1) Plus such indeterminate number of shares pursuant to Rule 416 as may be issued in respect of stock splits, stock
dividends and similar transactions.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed maximum aggregate offering price and the
registration fee are based upon the basis of the price at which the options may be exercised (converted from U.K. Pounds,
based upon the exchange rate on April 27, 1994).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to Rule 428(b) under the Securities Act of 1933, as
amended (the "Act"), information has been distributed to participants
of Franklin Resources, Inc.'s United Kingdom Stock Option Plan #1 (the
"Plan") relating to such Plan. Such information, together with the
documents incorporated by reference herein pursuant to Item 3 of Part
II below, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Franklin Resources, Inc. (the
"Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference: (i) the Company's
Annual Report on Form 10-K for the fiscal year ended September 30,
1993; (ii) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1993; and (iii) the Company's Current
Reports on Form 8-K dated April 14, 1994 and April 28, 1994. The
description of the Company's common stock, which is registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as set forth under the caption "Description of
Capital Stock" contained in the Company's Registration Statements on
Form 8-A, filed November 6, 1986 and January 9, 1987, respectively,
with the Commission, including any amendment or report filed for the
purpose of updating such description, is also hereby incorporated
herein by reference.
All documents filed by the Company pursuant to Section 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 indicating that all securities offered hereby have been sold
or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
is applicable to the officers, directors, employees and agents of the
Company ("Covered Persons") and provides certain specific statutory
rights and limitations on indemnification to persons involved as
plaintiff or defendant in actual or threatened litigation or an
investigation by reason of the status of such person as an officer,
director, employee or agent of a corporation. Indemnification of
Covered Persons for judgments or amounts paid in settlement in civil
cases, including attorneys' fees and other expenses is permitted,
provided such action or civil case is not brought by or
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in the right of the corporation. In such instance, a Covered Person
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seeking indemnification must have acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of
the corporation in respect of the claim; or, in addition, in the case
where a Covered Person is seeking indemnification for fines and costs
in a criminal action, such Covered Person did not have reasonable
cause to believe his conduct was unlawful.
Indemnification of a Covered Person for expenses, including
attorneys' fees, in connection with actions brought by or in the right
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of the corporation is also permitted but only where such Covered
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Person shall not have been adjudged to be liable to the Company unless
a court determines that despite such finding of liability,
indemnification for such expenses is proper in view of all the
circumstances of the matter.
The DGCL requires that a corporation indemnify a Covered Person
to the extent such Covered Person has been successful on the merits in
connection with any action described therein, provides procedures for
determining the merits of indemnification by the corporation and
permits an unsecured advance of expenses prior to such determination
upon a repayment undertaking by the Covered Person if such person is
not entitled to be so indemnified.
The above provisions are non-exclusive and indemnification is
also permitted by law, agreement, vote of stockholders or
disinterested directors or otherwise. In addition, the DGCL permits
the procurement of officers and directors liability insurance by a
corporation to insure against various liabilities even if
indemnification of such liability may not otherwise be permitted.
In addition to the above described provisions, the Company's
certificate of incorporation eliminates liability for breach of
fiduciary duty, except: (i) for a breach of the duty of loyalty, (ii)
for failure to act in good faith, (iii) for intentional misconduct or
knowing violation of law, (iv) for violations of Section 174 of the
DGCL or (v) for any transaction from which the director derived an
improper personal benefit. Section 174 of the DGCL provides that
directors shall, under certain circumstances, be jointly and severally
liable for willful or negligent violations of Sections 160 and 173 of
the DGCL. Section 160 of the DGCL imposes certain requirements with
respect to stock repurchases and redemptions, and Section 174 imposes
certain requirements with respect to dividends.
The Company's by-laws also provide that directors and certain
other personnel of the Company shall be indemnified against expenses
and certain other liabilities arising out of legal actions brought or
threatened against them for their conduct on behalf of the Company
provided that each such person acted in good faith and in a manner he
reasonably believed was in the Company's best interests.
Indemnification by the Company under the by-laws is available in a
criminal action only if such person had no reasonable cause to believe
that his conduct was unlawful. Detailed procedures are set forth in
the by-laws for the implementation of any such indemnification.
The Company has also entered into indemnification agreements (the
"Indemnification Agreements") with its directors, some of whom are
also executive officers (the "Indemnified Persons") which provide for
the prompt indemnification "to the fullest extent permitted by law,"
and the prompt advancing, of attorneys' fees and all other costs,
expenses and obligations (collectively, "Expenses") paid or incurred
by the Indemnified Person in connection with the investigation,
defending, being a witness or otherwise participating in any
threatened, pending or completed action, suit or proceeding, or any
inquiry or investigation that the Indemnified Person in good faith
believes might lead to the institution of any such action, suit or
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proceeding (any of the foregoing, a "Claim") related to the fact that
the Indemnified Person is or was a director, officer, employee, agent
or fiduciary of the Company or is or was serving at the request of the
Company as a director, officer, employee, trustee, agent or fiduciary
of another corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise, or by reason of anything done or not
done by a director in any such capacity. However, the Indemnification
Agreements prohibit such indemnification (i) in connection with any
Claim
initiated by the Indemnified Person against the Company or any
director or officer of the Company when the Company has joined in or
consented to such Claim, or (ii) if the Board of Directors or other
person or body appointed by the Board of Directors (the "Reviewing
Party") determines that such indemnification is not permitted under
applicable law (and, in the event of such determination, requires the
Indemnified Person to reimburse the Company for all amounts
theretofore paid in respect of such indemnification.)
The Indemnification Agreements also provide: (i) that the
Indemnified Person is entitled to indemnification for Expenses to the
extent he is successful in defending any Claim, whether on the merits
or otherwise, and to partial indemnification if he is entitled to
indemnification for some, but not all, of such Expenses, (ii) a
mechanism through which the Indemnified Person may seek court relief
if the Reviewing Party determines that the Indemnified Person would
not be permitted to be indemnified under applicable law (and therefore
is not entitled to indemnification under the Indemnification
Agreements), (iii) that the Indemnified Person is entitled to
indemnification against all Expenses incurred in seeking to collect an
indemnity claim from the Company or in seeking to recover under a
directors' and officers' liability insurance policy and (iv) that the
Company has the burden of proving that the Indemnified Person is not
entitled to indemnification in any particular case and that the
termination of any Claim by judgment, order, settlement or conviction
shall not create a presumption that the indemnification is not
permitted by applicable law.
The Indemnification Agreements provide that in the event of a
change in control of the Company, the Company will seek legal advice
from special, independent counsel selected by the Indemnified Person
and approved by the Company with respect to matters thereafter arising
concerning rights of the Indemnified Person under the Indemnification
Agreements. Additionally, such agreements provide that in the event
of a potential change in control, the Company will, upon written
request of the Indemnified Person, create and fund a trust to satisfy
expenses incurred in connection with a claim relating to an
indemnifiable event. The Company is not currently, nor does it expect
to be, subject to a change in control.
The rights of the Indemnified Persons under the Indemnification
Agreements will not be exclusive of any rights they may have under the
DGCL, directors' and officers' liability insurance, the Company's by-
laws, or otherwise; however, the Indemnification Agreements will not
permit double payment. The Indemnification Agreements, while not
requiring that the Company maintain directors' and officers' liability
insurance, do require that the Indemnified Person be provided with
full coverage under any policy or policies actually obtained.
Additionally, the Indemnification Agreements provide that if the
Company pays an Indemnified Person pursuant to the Indemnification
Agreements, the Company will be subrogated to the Indemnified Person's
rights to recover from their parties.
To the extent that the Board of Directors or the stockholders of
the Company may in the future wish to limit or repeal the ability of
the Company to indemnify directors or other persons, such repeal or
limitation will not affect the indemnification of the Indemnified
Persons under the Indemnification Agreements referred to above, since
their rights to full protection are contractually assured by the
Indemnification Agreements.
The Company has purchased an insurance policy indemnifying its
officers and directors and the officers and directors of its
subsidiaries against claims and liabilities (with stated exceptions)
to which they may become subject by reason of their positions with the
Company as directors and officers.
The Company has been advised that the Commission has taken the
position that, insofar as indemnification by a registrant for
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liabilities arising under the Securities Act may be provided for
directors, officers and controlling persons of the Company pursuant to
the foregoing agreements or provisions, such indemnification is
against public policy as expressed in the Securities Act and,
therefore, is unenforceable. If a claim for indemnification for any
liability arising under the Securities Act is asserted against the
Company by a director, officer or controlling person, the Company,
unless in the opinion of counsel for the Company the question has
theretofore been decided by controlling precedent will, before making
such indemnification, submit
to a court of competent jurisdiction the question whether such
indemnification by it is unenforceable as being against public policy
as expressed in the Securities Act, and will be governed by the final
adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) -- Certificate of Incorporation of the Registrant,
filed as Exhibit 1 to the Company's Registration
Statement on Form 10 (File No. 0-6952).*
4(b) -- Amended and Restated By-laws of the Registrant,
filed as Exhibit 3 to the Company's Registration
Statement on Form 10 (File No. 0-6952).*
4(c) -- Franklin Resources, Inc. United Kingdom Stock
Option Plan #1.
4(d) -- Form of Stock Option Grant Agreement, to be entered
into between the Company and individual
participants of the Plan.
5 -- Opinion and Consent of Weil, Gotshal & Manges.
23(a) -- Consent of Coopers & Lybrand.
23(b) -- Consent of Weil, Gotshal & Manges (included in
Exhibit 5).
24 -- Power of Attorney (included in the signature pages
to the Registration Statement).
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* Incorporated by Reference.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the Prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement;
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(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the Securities offered therein, and the offering of such
Securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the Securities being registered hereby
which remain unsold at the termination of the offering.
(d) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act),
that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to
the securities offered herein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(e) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions referred to in Item 15 of this registration statement,
or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered hereby, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant hereby 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
San Mateo, State of California, on the 29th day of April, 1994.
FRANKLIN RESOURCES, INC.
By: /s/ Leslie M. Kratter
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Leslie M. Kratter
Vice President and Assistant
Secretary
The undersigned officers and directors of Franklin Resources,
Inc., hereby severally constitute Harmon E. Burns and Leslie M.
Kratter, and any of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our
name in the capacities indicated below, any and all amendments to this
Registration Statement on Form S-8 filed by Franklin Resources, Inc.
with the Securities and Exchange Commission, and generally to do all
such things in our name and behalf in such capacities to enable
Franklin Resources, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, and we hereby ratify and confirm
our signatures as they may be signed by our said attorneys, or any of
them, to any and all such amendments.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
/s/ Charles B. Johnson Chairman, President April 29, 1994
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Charles B. Johnson and Chief Executive
Officer, Principal
Executive Officer
and Director
/s/ Harmon E. Burns Executive Vice President April 29, 1994
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Harmon E. Burns Legal and Administrative,
Secretary and Director
/s/ Martin L. Flanagan Senior Vice President, April 29, 1994
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Martin L. Flanagan Principal Financial Officer
and Principal Accounting
Officer
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SIGNATURE TITLE DATE
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/s/ Rupert H. Johnson, Jr. Director April 29, 1994
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Rupert H. Johnson, Jr.
/s/ Judson R. Grosvenor Director April 29, 1994
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Judson R. Grosvenor
Senior Vice President
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Charles E. Johnson and Director
Director
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Harry O. Kline
Director
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Louis E. Woodworth
Director
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F. Warren Hellman
/s/ Peter M. Sacerdote Director April 29, 1994
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Peter M. Sacerdote
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Exhibit Index
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Exhibit Description
Number
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4(a) Certificate of Incorporation of the Registrant, filed
as Exhibit 1 to the Company's Registration Statement on
Form 10 (File No. 0-6952).*
4(b) Amended and Restated By-Laws of the Registrant, filed
as Exhibit 3 to the Company's Registration Statement on
Form 10 (File No. 0-6952).*
4(c) Franklin Resources, Inc. United Kingdom Stock Option
Plan #1.
4(d) Form of Stock Option Grant Agreement, to be entered
into between the Company and individual participants of
the Plan.
5 Opinion and Consent of Weil, Gotshal & Manges.
23(a) Consent of Coopers & Lybrand.
23(b) Consent of Weil, Gotshal & Manges (included in Exhibit
5).
24 Power of Attorney (included in the signature pages to
the Registration Statement).
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* Incorporated by Reference.
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