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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 1998
REGISTRATION NO. ______
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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RAYMOND JAMES FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-1517485
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(State of Incorporation) (I.R.S. Employer Identification No.)
880 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA 33716
(Address of Principal Executive Offices)
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
MARY JEAN KISSNER
RAYMOND JAMES FINANCIAL, INC.
880 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA 33567
813/573-3800
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
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COPY TO:
WILLIAM J. SCHIFINO, ESQ.
SCHIFINO & FLEISCHER, P.A.
SUITE 2700
ONE TAMPA CITY CENTER
TAMPA, FLORIDA 33602
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CALCULATION OF REGISTRATION FEE
======================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT
TITLE OF TO BE PRICE OFFERING OF REGISTRATION
SECURITIES TO REGISTERED(1) PER SHARE(2) PRICE FEE (2)
BE REGISTERED
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COMMON STOCK, 1,500,000 SHS. $23.1875 $34,781,250 $10,261
$.01 PAR VALUE
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(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of additional shares as may hereinafter be
offered or issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions effected without receipt of
consideration as provided by the Plan.
(2) Based on the closing price of the Company's shares on the New York
Stock Exchange on December 8, 1998.
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PART I
The purpose of this registration statement is to register under the
Securities Act of 1933, as amended, 1,500,000 shares of the Registrant's Common
Stock, which shares are included in the Registrant's 1998 Employee Stock
Purchase Plan (the "Plan"). The Plan will be presented to shareholders for
approval at the 1999 annual meeting of shareholders scheduled to be held in
February 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
By this reference, the following documents filed or to be filed by
Raymond James Financial, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated into and made a part of this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
September 26, 1997 filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended.
b(1) Quarterly Reports on Form 10-Q for the quarters ended
December 26, 1997, March 27, 1998 and June 26, 1998 filed
pursuant to Section 13 of the Securities Exchange Act of
1934, as amended.
b(2) Proxy Statement dated December 17, 1997 filed in connection
with the Company's Annual Meeting of Shareholders held
February 12, 1998.
b(3) All documents filed by the Company with the Commission
subsequent to the date of this Registration Statement under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated
into and made a part of this Registration Statement from the
date of filing of such documents with the Commission.
(c) The Company's Certificate of Incorporation authorizes the
issuance of up to 100,000,000 shares of Common Stock, $.01
par value. The holders of the shares of Common Stock are
entitled to one vote for each share held of record on all
matters on which stockholders are entitled or permitted to
vote. Such holders may not cumulate votes in the election of
directors. The holders of Common Stock are entitled to
receive such dividends as may lawfully be declared by the
Board of Directors out of funds legally available therefor
and to share pro rata in any other distribution to the
holders of Common Stock. The holders of Common Stock are
entitled to share ratably in the assets of the Company
remaining after the payment of liabilities in the event of
any liquidation, dissolution or winding up of the affairs of
the Company. There are no preemptive rights, conversion
rights, redemption or sinking fund provisions or fixed
dividend rights with respect to Common Stock. All outstanding
shares of Common Stock are fully paid and non-assessable, and
the shares of Common Stock to be issued in this offering,
upon payment therefor, will be fully paid and non-assessable.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock issuable under the Company's 1998
Employee Stock Purchase Plan will be passed upon for the Company by Schifino &
Fleischer, P.A., Tampa, Florida.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has authority under applicable provisions of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided under such Act. The Company's Bylaws provide indemnification
provisions for the benefit of the Company's directors and officers as follows:
"Each director and officer of the Corporation, whether or not then in
office, shall be indemnified by the Corporation against all costs and expenses
reasonably incurred or imposed upon him in connection with or arising out of
any claim, demand, action, suit or proceeding in which he may be involved or to
which he may be made a party by reason of his being or having been a director
or officer of the Corporation (said expenses to include attorney's fees and the
costs of reasonable settlements made with a view to curtailment of costs of
litigations), except in relation to matters as to which he finally shall be
adjudged in any such action, suit or proceeding to have been derelict in the
performance of his duty as such director or officer. Such right of
indemnification shall not be exclusive of any other rights to which he may be
entitled as matter of law; and the foregoing rights of indemnification shall
inure to the benefit of the heirs, executors and the administrators of any such
director or officer."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibit numbers on the following list correspond to the numbers in
the exhibit table required pursuant to Item 601 of Regulation SK:
Exhibit
Number Description
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5.0 Opinion of Schifino & Fleischer, P. A. as to the legality of
the securities being registered
10.1 Copy of 1998 Employee Stock Purchase Plan
24.1 Consent of Schifino & Fleischer, P.A. See Exhibit 5
24.2 Consent of PricewaterhouseCoopers LLP.
ITEM 9. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers of 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 event 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;
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(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 (1)(i) and (1)(ii) 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 Company pursuant to
Section 13 or 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.
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 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 that time shall be deemed to be the initial bona fide offering thereof.
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 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.
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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 St. Petersburg and State of Florida, on the
19th day of November, 1998.
RAYMOND JAMES FINANCIAL, INC.
By: /s/ Thomas A. James
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Thomas A. James, Chief Executive 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 dates indicated.
Signature Title Date
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/s/ Thomas A. James Chief Executive Officer November 19, 1998
- ---------------------------------------- and Director
Thomas A. James
/s/ Jeffrey P. Julien Chief Financial Officer November 19, 1998
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Jeffrey P. Julien
/s/ Jennifer Ackart Chief Accounting Officer November 19, 1998
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Jennifer Ackart
/s/ Angela M. Biever Director November 19, 1998
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Angela M. Biever
/s/ Jonathan A. Bulkley Director November 19, 1998
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Jonathan A. Bulkley
/s/ Elaine Chao
- ---------------------------------------- Director November 19, 1998
Elaine Chao
/s/ Thomas S. Franke Director November 19, 1998
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Thomas S. Franke
/s/ Francis S. Godbold Director November 19, 1998
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Francis S. Godbold
/s/ M. Anthony Greene Director November 19, 1998
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M. Anthony Greene
/s/ Harvard H. Hill, Jr. Director November 19, 1998
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Harvard H. Hill, Jr.
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/s/ Huntington A. James Director November 19, 1998
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Huntington A. James
/s/ Paul W. Marshall Director November 19, 1998
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Paul W. Marshall
/s/ J. Stephen Putnam Director November 19, 1998
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J. Stephen Putnam
/s/ Robert F. Shuck Director November 19, 1998
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Robert F. Shuck
/s/ Dennis W. Zank Director November 19, 1998
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Dennis W. Zank