As filed with the Securities and Exchange Commission on December 30, 1998
Registration No.333-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WADDELL & REED FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0261715
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6300 Lamar Avenue
Shawnee Mission, Kansas 66202
(913) 236-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
WADDELL & REED FINANCIAL, 401(K) AND THRIFT PLAN
(Full title of the plan)
Daniel C. Schulte
Assistant Secretary
Waddell & Reed Financial, Inc.
6300 Lamar Avenue
Shawnee Mission, Kansas 66202
(913) 236-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Duncan B. Blair
Lange, Simpson, Robinson & Somerville LLP
417 North 20th Street, Suite 1700
Birmingham, Al 35203
(205) 250-5000
CALCULATION OF REGISTRATION FEE
======================================================================================
Proposed Proposed
Title of each class of Amount Maximum Maximum Amount of
securities to be to be Offering Price Aggregate Registration
registered Registered Per Share/1/ Offering Price Fee
- --------------------------------------------------------------------------------------
Waddell & Reed 1,000,000
Financial, Inc. Class B shares 23 1/4 $23,250,000 $6,463.50
Common Stock
======================================================================================
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
- -----------
/1/ Calculated pursuant to Rule 457(c) and (h)(1) based upon the average of the
high and low prices reported for Waddell & Reed Financial, Inc. Class B
common stock in the consolidated reporting system on December 28, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Waddell & Reed Financial, Inc. (the "Registrant" or the "Company") and the
Waddell & Reed Financial, Inc. 401(k) and Thrift Plan (the "Plan") hereby
incorporate by reference into this Registration Statement the following
documents:
(a) The Plan's latest annual report on Form 11-K filed pursuant to
Section 15(d) of the Securities Exchange Act of 1934 for the most recent fiscal
year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
document referenced in (a) above
(c) The description of Registrant's Class A and Class B common stock
contained in the Form 8-A Registration Statements filed under the Securities and
Exchange Act of 1934 on February 27, 1998, and on October 1, 1998 respectively,
including any amendment or report filed for the purpose of updating such
description.
(d) All reports filed by the Registrant pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, since the filing of the Form 8-A.
(e) The Registrant's Rule 424(b) Prospectus, as filed under the Securities
Act of 1933, as amended, Registration Statement No. 333-43687.
All documents subsequently filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
after the date of the filing of the Initial Registration Statement and any
amendments thereto and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be a part
thereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified, replaced or superceded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies, replaces or supercedes such statement. Any
statement so modified, replaced or superceded shall not be deemed, except as so
modified, replaced or superceded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Class B common stock of the Registrant, the class of securities to be
offered, is registered under Section 12 of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation provides that each person who
was or is threatened to be made a party to or is involved in any action, suit or
proceeding by reason of the fact that he or she, or a person of whom he or she
is the legal representative, is or was a director or officer of the Registrant
or is or was serving at the request of the Registrant as a director or officer
of another company, partnership, joint venture, trust or other enterprise, will
be indemnified and held harmless by the Registrant to the fullest extent
authorized by the Delaware General Corporation Law as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Registrant to provide broader indemnification
rights than said law permitted the Registrant to provide prior to such
amendment), against all expense, liability and loss reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of his or her heirs, executors and administrators.
The Delaware General Corporation Law permits Delaware corporations to
include in their certificates of incorporation a provision eliminating or
limiting director liability for monetary damages arising from breaches of their
fiduciary duty. The only limitations imposed under the statute are that the
provision may not eliminate or limit a director's liability (i) for breaches of
the director's duty of loyalty to the corporation or its stockholders; (ii) for
acts or omissions not in good faith or involving intentional misconduct or known
violations of law; (iii) for the payment of unlawful dividends or unlawful stock
purchases or redemptions; or (iv) for transactions in which the director
received an improper personal benefit. In addition, directors and officers are
insured, at the Registrant's expense, against certain liabilities which might
arise out of their employment.
Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the corporation, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation
unless a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.
II-1
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
(4)(a) Waddell & Reed Financial, Inc. 401(k) and Thrift Plan
(23) Consent of KPMG Peat Marwick LLP
(24) Powers of attorney
The Registrant will submit the Plan and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant 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 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% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
- -------- -------
information required to be included in a post-effective amendment by these
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(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;
(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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or 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 therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
II-2
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Overland Park, State of Kansas, on December 30, 1998.
WADDELL & REED FINANCIAL, INC.
By: /s/ Keith A. Tucker
--------------------------------------------------
Keith A. Tucker
Chairman of the Board
and Chief Executive Officer
(Principal Financial Officer)
/s/ Henry J. Herrmann
--------------------------------------------------
Henry J. Herrmann
President, Chief Investment Officer,
Treasurer and Director
/s/ Michael D. Strohm
--------------------------------------------------
Michael D. Strohm
Principal Accounting Officer
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 date indicated.
* *
- ------------------------------------- --------------------------------------
David L. Boren, Director Joseph M. Farley, Director
* /s/ Robert L. Hechler
- ------------------------------------- --------------------------------------
Louis T. Hagopian, Director Robert L. Hechler, Director
/s/ Keith A. Tucker /s/ Henry J. Herrmann
- ------------------------------------- --------------------------------------
Keith A. Tucker, Director Henry J. Herrmann, Director
II-3
* *
- ------------------------------------- --------------------------------------
Joseph L. Lanier, Jr. Harold T. McCormick, Director
* *
- ------------------------------------- --------------------------------------
George J. Records, Director R. K. Richey, Director
* *
- ------------------------------------- --------------------------------------
William L. Rogers, Director James M. Raines, Director
By: /s/ Daniel C. Schulte Date: December 30, 1998
---------------------------
* Daniel C. Schulte
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, the trustee has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Overland Park, State of
Kansas, on December 30, 1998.
WADDELL & REED FINANCIAL, INC. 401(K) AND THRIFT PLAN
By: FIDUCIARY TRUST COMPANY OF NEW HAMPSHIRE, as Trustee
By: /s/ Michael D. Strohm
----------------------------
Its: Vice President, Trust Officer and Director
II-4