As filed with the Securities and Exchange Commission on September 18, 1998
Registration No. 333-____
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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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SEI INVESTMENTS COMPANY
(Exact name of issuer as specified in its charter)
Pennsylvania 23-1707341
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
1 Freedom Valley Drive
Oaks, Pennsylvania 19456-1100
(610) 676-1000
(Address of principal executive offices)
SEI Investments Company Stock Option Plan
SEI Investments Company 1997 Stock Option Plan
SEI Investments Company Option Share Deferral Plan
SEI Investments Company Option Share Deferral Plan for Non-Employee Directors
SEI Investments Company Employee Stock Purchase Plan
SEI Investments Company 1998 Equity Compensation Plan
(Full title of the plans)
Kevin P. Robins, Esq.
SEI Investments Company
1 Freedom Valley Drive
Oaks, Pennsylvania 19456-1100
(Name and address of agent for service)
(610) 676-1000
(Telephone number, including area code, of agent for service)
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Copy to:
N. Jeffrey Klauder
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-5000
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CALCULATION OF REGISTRATION FEE
Title of securities Number of Proposed maximum Proposed maximum
to be shares to be offering price aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee
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Common Stock, par value
$.01 per share 2,650,000 $67.44 $178,716,000 $52,722
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(1) This registration statement covers shares of Common Stock of SEI
Investments Company which may be offered or sold pursuant to the Plans
named above. This registration statement also relates to an indeterminate
number of shares of Common Stock that may be issued upon stock splits,
stock dividends or similar transactions in accordance with Rule 416.
106,152 shares are being registered in connection with the SEI Investments
Company Stock Option Plan and the SEI Investments Company Option Share
Deferral Plan (designed to operate in conjunction with each other).
386,000 shares are being registered in connection with the SEI Investments
Company 1997 Stock Option Plan and the SEI Investments Company Option Share
Deferral Plan for Non-Employee Directors (designed to operate in
conjunction with each other). 500,000 shares are being registered in
connection with the SEI Investments Company Employee Stock Purchase Plan.
1,657,848 shares are being registered in connection with the SEI
Investments Company 1998 Equity Compensation Plan, the SEI Investments
Company Option Share Deferral Plan and the SEI Investments Company Option
Share Deferral Plan for Non-Employee Directors (designed to operate in
conjunction with each other).
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices for a share of Common Stock on
September 11, 1998, as reported on the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by the Company with the Securities and
Exchange Commission, are incorporated by reference in the Registration
Statement:
1. Annual Report on Form 10-K, for the fiscal year ended December 31,
1997;
2. Quarterly Report on Form 10-Q, for the quarter ended March 31, 1998;
3. Quarterly Report on Form 10-Q, for the quarter ended June 30, 1998;
4. The description of the Common Stock of the Company contained in the
Company's most recent registration statements filed under the
Securities Exchange Act of 1934 (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such
descriptions.
All reports and other documents subsequently filed by the Company or the
Plans (defined below) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents. Any statement contained in any document, all or a portion of which
is 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 or 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. The term "Plans" used herein means the SEI Investments Company Stock
Option Plan, SEI Investments Company 1997 Stock Option Plan, SEI Investments
Company Option Share Deferral Plan, SEI Investments Company Option Share
Deferral Plan for Non-Employee Directors, SEI Investments Company Employee Stock
Purchase Plan, and SEI Investments Company 1998 Equity Compensation Plan.
Experts
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The consolidated financial statements and schedule of SEI Investments
Company and subsidiaries included in SEI Investments Company's 1997 Annual
Report on Form 10-K which are incorporated by reference in this registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
reports.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Chapter 17, Subchapter D of the Pennsylvania Business Corporation Law of
1988, as amended (the
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"PBCL") contains provisions permitting indemnification of officers and directors
of a business corporation incorporated in Pennsylvania. Sections 1741 and 1742
of the PBCL provide that a business corporation may indemnify directors and
officers against liabilities and expenses they may incur as such in connection
with any threatened, pending or completed civil, administrative or investigative
proceeding, provided that the particular person 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 proceeding, had
no reasonable cause to believe his or her conduct was unlawful. In general, the
power to indemnify under these sections does not exist in the case of actions
against a director or officer by or in the right of the corporation if the
person otherwise entitled to indemnification shall have been adjudged to be
liable to the corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnification for specified
expenses. Section 1743 of the PBCL provides that the corporation is required to
indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.
Section 1746 of the PBCL grants a corporation broad authority to indemnify
its directors and officers for liabilities and expenses incurred in such
capacity, except in circumstances where the act or failure to act giving rise to
the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.
Section 1747 of the PBCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
representative of another corporation or other enterprise, against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify the person against such liability under Chapter 17,
Subchapter D of the PBCL.
Section 3.01(b) of the Company's Bylaws provides that a director shall not
be personally liable for monetary damages for any action taken, or any failure
to take any action, unless the director has breached or failed to perform the
duties of his or her office and the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. These provisions do not apply
to the responsibility or liability of a director pursuant to any criminal
statute or the liability of a director for the payment of taxes pursuant to
local, state or federal law.
Section 7.01 of the Company's Bylaws provides that the Company shall
indemnify directors and officers against any liability incurred in connection
with any proceeding in which the director or officer may be involved by reason
of the fact that such person was serving in an indemnified capacity, including
without limitation liabilities resulting from any actual or alleged breach or
neglect of duty, error, misstatement or misleading statement, negligence, gross
negligence or act giving rise to strict products liability, except where such
indemnification is expressly prohibited by applicable law or where the conduct
has been determined to constitute willful misconduct or recklessness.
Section 7.04 of the Company's Bylaws provides that the Company may maintain
insurance or use any other arrangement to satisfy or secure its indemnification
obligations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
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Number Exhibit
- ------ -------
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in exhibit 5)
99(a) SEI Investments Company Stock Option Plan
99(b) SEI Investments Company 1997 Stock Option Plan
99(c) SEI Investments Company Option Share Deferral Plan
99(d) SEI Investments Company Option Share Deferral Plan for Non-Employee
Directors
99(e) SEI Investments Company Employee Stock Purchase Plan
99(f) SEI Investments Company 1998 Equity Compensation 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; 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) of this
section 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 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 that remain unsold at the termination of
the offering.
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(b) The undersigned registrant hereby undertakes that, for the purpose 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 that is incorporated by reference in this
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.
(c) 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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
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1933, as amended, the Registrant 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 Oaks, Commonwealth of Pennsylvania on September
18, 1998.
SEI INVESTMENTS COMPANY
By: /s/ Alfred P. West, Jr.
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Alfred P. West, Jr.
Chairman of the Board, Chief Executive Officer,
and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alfred P. West, Jr. such person's true and lawful
attorney-in-fact and agent, for such person and in such person's name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, including post-effective amendments, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection with such filing, as
fully as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ Alfred P. West, Jr. Chairman of the Board, Chief September 18, 1998
- --------------------------- Executive Officer, and Director
Alfred P. West, Jr.
- --------------------------- President, Chief Operating September 18, 1998
/s/ Henry H. Greer Officer, and Director
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Henry H. Greer
/s/ Carmen V. Romeo Executive Vice President and September 18, 1998
- --------------------------- Director
Carmen V. Romeo
/s/ Richard B. Lieb Executive Vice President and September 18, 1998
- --------------------------- Director
Richard B. Lieb
/s/ William M. Doran Director September 18, 1998
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William M. Doran
- --------------------------- Director September 18, 1998
/s/ Henry H. Porter, Jr.
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Henry H. Porter, Jr.
Exhibit Index
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5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in exhibit 5)
99(a) SEI Investments Company Stock Option Plan
99(b) SEI Investments Company 1997 Stock Option Plan
99(c) SEI Investments Company Option Share Deferral Plan
99(d) SEI Investments Company Option Share Deferral Plan for Non-Employee
Directors
99(e) SEI Investments Company Employee Stock Purchase Plan
99(f) SEI Investments Company 1998 Equity Compensation Plan