-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, YYvNruK71KbPsYaKL1mzT4AltEn3n0gGZ5BU0xn+/yl1vhsWaOW8zvbC3tJc7rRY S6YabSAJzPgjJ/ZLoz+yUQ== 0000909518-94-000079.txt : 19940502 0000909518-94-000079.hdr.sgml : 19940502 ACCESSION NUMBER: 0000909518-94-000079 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940429 EFFECTIVENESS DATE: 19940518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN RESOURCES INC CENTRAL INDEX KEY: 0000038777 STANDARD INDUSTRIAL CLASSIFICATION: 6282 IRS NUMBER: 132670991 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53397 FILM NUMBER: 94525476 BUSINESS ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 4155703000 S-8 1 APRIL 29, 1994 S-8 As filed with the Securities and Exchange Commission on April 29, 1994 Registration No. 33- ========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 Registration Statement Under the Securities Act of 1933 ------------- FRANKLIN RESOURCES, INC. -------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 13-2670991 -------------------------------------- ---------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification Incorporation or Organization) No.) 777 Mariners Island Blvd., San Mateo, CA 94404 -------------------------------------------------------------------------- (Address, Including Zip Code, of Principal Executive Offices) FRANKLIN RESOURCES, INC. UNITED KINGDOM STOCK OPTION PLAN #1 -------------------------------------------------------------------------- (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 -------------------------------------------------------------------------- (Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) ------------------------- Copies to: Jeffrey E. Tabak, Esq. Weil, Gotshal & Manges 767 Fifth Avenue New York, New York 10153 (212) 310-8000 ------------------------- CALCULATION OF REGISTRATION FEE ==========================================================================
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 (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).
========================================================================== 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 NYFS08...:\60\46360\0007\1232\FRM42094.K70 in the right of the corporation. In such instance, a Covered Person ------------------------------- 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 ------------ of the corporation is also permitted but only where such Covered ------------------ 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 II- 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 II- 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). ------------- * 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; II- (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. II- 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 ---------------------------- 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 ----------------------- Charles B. Johnson and Chief Executive Officer, Principal Executive Officer and Director /s/ Harmon E. Burns Executive Vice President April 29, 1994 ----------------------- Harmon E. Burns Legal and Administrative, Secretary and Director /s/ Martin L. Flanagan Senior Vice President, April 29, 1994 ----------------------- Martin L. Flanagan Principal Financial Officer and Principal Accounting Officer II- NYFS08...:\60\46360\0007\1232\FRM42094.K70 SIGNATURE TITLE DATE --------- ----- ---- /s/ Rupert H. Johnson, Jr. Director April 29, 1994 -------------------------- Rupert H. Johnson, Jr. /s/ Judson R. Grosvenor Director April 29, 1994 ----------------------- Judson R. Grosvenor Senior Vice President ----------------------- Charles E. Johnson and Director Director ----------------------- Harry O. Kline Director ----------------------- Louis E. Woodworth Director ----------------------- F. Warren Hellman /s/ Peter M. Sacerdote Director April 29, 1994 ----------------------- Peter M. Sacerdote II- NYFS08...:\60\46360\0007\1232\FRM42094.K70 Exhibit Index ------------- Exhibit Description Number -------- ----------- 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). ----------------- * Incorporated by Reference. NYFS08...:\60\46360\0007\1232\FRM42094.K70 EX-4.C 2 OPTION PLAN #1 FRANKLIN RESOURCES, INC. UNITED KINGDOM STOCK OPTION PLAN #1 1. Purpose of the Plan. The purposes of this United Kingdom Stock Option Plan #1 are to promote the success of the Company's business by attracting and retaining the best available personnel for positions of substantial responsibility with the Company's United Kingdom Subsidiaries and to provide additional incentive to such personnel. 2. Definitions. As used herein, the following definitions shall apply: (a) "Board" shall mean the Board of Directors of the Company. (b) "Common Stock" shall mean the Common Stock, U.S.$.10 par value, of the Company. (c) "Company" shall mean Franklin Resources, Inc., a Delaware Corporation. (d) "Committee" shall mean the Committee appointed by the Board in accordance with paragraph (a) of Section 4 of the Plan, if one is appointed. (e) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an employee of the Company or a Subsidiary thereof. Such Continuous Status shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Board. (f) "Disinterested Person" shall mean a person who, at the time he or she acts with respect to the granting of any Option, is not eligible, and within one year prior thereto has not been eligible, to receive stock, options to purchase stock, or any rights with respect to stock, of the Company or any affiliated company pursuant to this Plan. (g) "Employee" shall mean any person, including officers and directors, who is, at the time of the grant of an Option hereunder, an employee of any United Kingdom Subsidiary of the Company, which now exists or is hereafter organized or is acquired by NYFS08...:\60\46360\0010\7016\EXH42594.L90 the Company. Thereafter, such Employee may accept employment directly with the Company or a non United Kingdom Subsidiary of the Company and retain his or her status as an Employee hereunder. The payment of a director's fee by the Company or a Subsidiary thereof shall not be sufficient to constitute "employment" by such United Kingdom Subsidiary hereunder. (h) "Option" shall mean a stock option granted pursuant to the Plan. (i) "Optioned Stock" shall mean the Common Stock subject to an Option. (j) "Optionee" shall mean an Employee of a United Kingdom Subsidiary of the Company who initially receives an Option hereunder. (k) "Plan" shall mean this United Kingdom Stock Option Plan #1. (l) "Share" shall mean a share of the Common Stock, as adjusted in accordance with Section 11 of the Plan. (m) "Subsidiary" or "Subsidiaries" as used herein shall mean majority owned Subsidiaries of the Company. 3. Stock Subject to the Plan. Subject to the provisions of Section 11 of the Plan, as of November 1, 1992, the maximum aggregate number of Shares which may be optioned and sold under the Plan is one hundred thirty one thousand (131,000) Shares of the Common Stock or the number and kind of shares of stock or other securities which shall be substituted for such Shares or to which such Shares shall be adjusted as provided in Section 11. The Shares may be authorized, but unissued, or reacquired Common Stock. 4. Administration of the Plan. (a) Procedure. The Plan shall be administered by the Board. The Board may appoint a Committee consisting of not less than three (3) members of the Board to administer the Plan on behalf of the Board, subject to such terms and conditions as the Board may prescribe. Once appointed, the Committee shall continue to serve until otherwise directed by the NYFS08...:\60\46360\0010\7016\EXH42594.L90 Board. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause), and appoint new members in substitution therefor, fill vacancies however caused and remove all members of the Committee, and thereafter directly administer the Plan. No options shall be granted to the Board pursuant to this Plan. As used in the Plan and in any Option, the term "Board" shall refer to either the Committee or the Board if no Committee is then designated. (b) Powers of the Board. Subject to the provisions of the Plan, the Board shall have the authority, in its discretion: (i) to determine the Employees to whom, and the time or times at which, Options shall be granted and the number of Shares to be represented by each Option; (ii) to determine the exercise price per share of Options to be granted; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind rules and regulations relating to the Option granted under the Plan (which need not be identical) and, with the consent of the holder thereof, to modify or amend each Option; (v) to accelerate or defer (with the consent of the Optionee) the exercise date of any Option; (vi) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted by the Board; and (vii) to make all other determinations deemed necessary or advisable for the administration of the Plan, including conforming the Plan with applicable laws and regulations. (c) Effect of Board's Decision. All decisions, determinations and interpretations of the Board shall be final and binding on all Optionees and any other holders of any Options granted under the Plan. 5. Eligibility. Options may be granted hereunder only to Employees of United Kingdom Subsidiaries of the Company. Thereafter, such Employee may accept employment directly with the Company or a non United Kingdom Subsidiary of the Company and retain his or her status as an Employee hereunder. Any person who files with the Board, in a form satisfactory to the Board, a written waiver of eligibility to receive Options under this Plan shall not be eligible to receive any Option under this Plan for the duration of such waiver. NYFS08...:\60\46360\0010\7016\EXH42594.L90 The Plan shall not confer upon any Optionee any right with respect to continuation of employment by the Company or any Subsidiary thereof, nor shall it interfere in any way with his right or the Company or a Subsidiary's right to terminate his employment at any time. 6. Term of Plan. The Plan shall become effective as of November 1, 1992. It shall continue in effect until October 31, 1999, unless sooner terminated under Section 14 of the Plan. 7. Term of Option. Notwithstanding any other provision hereunder, or anything to the contrary contained in any option agreement issued hereunder, the term of each Option and all exercise rights thereunder shall not exceed seven (7) years from the date of grant thereof. 8. Option Price and Consideration. (a) The per Share Option price for the Shares to be issued pursuant to an Option shall be such price as is determined by the Board. (b) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Board and shall consist entirely of cash to be paid upon exercise of an Option unless, in the sole discretion of the Board, other methods of payment for issuance of Shares as may be permitted under applicable law are authorized by the Board. The determination of consideration shall be deemed to be such as may be reasonably expected to benefit the Company under applicable law. 9. Exercise of Option. (a) Procedure for Exercise; Rights as a Shareholder. An Option granted hereunder shall be exercisable at such time and under such conditions as determined by the Board, including performance criteria with respect to the Company, a Subsidiary thereof and/or the Optionee, and as shall be permissible under the terms of the Plan. An Option may not be exercised for a fraction of a Share. NYFS08...:\60\46360\0010\7016\EXH42594.L90 An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the stock option agreement by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Until the issuance, which in no event will be delayed more than thirty (30) days from the date of the exercise of the Option, (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate shall have been issued, except as provided in Section 11 of the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for purchase under the Option, in the amount of the number of Shares as to which the Option is exercised. (b) Termination of Continuous Employment Status By Optionee. If an Optionee ceases to serve as an employee of the Company or a Subsidiary thereof , he may, but only within thirty (30) days (or such other period of time not exceeding three (3) months as is determined by the Board) after the date he ceases to so serve , exercise his Option to the extent that he was entitled to exercise it at the date of such termination. To the extent that he was not entitled to exercise the Option at the date of such termination, or if he does not exercise an Option (which he was entitled to exercise) within the time specified herein, the Option shall terminate. (c) Disability of Optionee. Notwithstanding the provisions of Section 9(b) above, in the event such Optionee is unable to continue his employment as provided for hereunder, as a result of his total and permanent disability (as determined by the insurers in accordance with the long term disability NYFS08...:\60\46360\0010\7016\EXH42594.L90 insurance policy applicable to such Optionee), he may, but only within three (3) months (or such other period of time not exceeding twelve (12) months as is determined by the Board) from the date of disability, exercise his Option in full even if the right to exercise shall not have otherwise accrued at the date of such disability. If such Optionee does not exercise such Option (which he was entitled to exercise hereunder) within the time specified herein, the Option shall terminate. Notwithstanding any of the foregoing, the actual date of exercise shall in no event be later than the expiration of the term of the Option. (d) Death of Optionee. In the event of the death, during the term of the Option, of an Optionee: (i) who is at the time of his death an employee of the Company or a Subsidiary thereof and who shall have been in Continuous Status as an Employee since the date of grant of the Option, the Option may be exercised, at any time determined by the Board, not in excess of twelve (12) months following his death by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, as the case may be, even if the right to exercise shall not have otherwise accrued at the date of death; provided, however, that the actual date of exercise shall in no event be later than the expiration of the term of the Option; (ii) within one month after the termination of Continuous Status as an Employee, the Option may be exercised, at any time determined by the Board, not in excess of twelve (12) months following the date of termination of Continuous Status as an Employee, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, as the case may be, even if the right to exercise had not otherwise accrued at the date of termination, provided that the actual date of exercise shall in no event be later than the expiration of the term of the Option. NYFS08...:\60\46360\0010\7016\EXH42594.L90 10. Non-transferability of Options. An Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. 11. Adjustments Upon Changes in Capitalization or Merger. Subject to any required action by the shareholders of the Company, the number of Shares of Common Stock covered by each outstanding Option, as well as the price per Share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued Shares of Common Stock resulting from a stock split or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such Shares of Common Stock effected without receipt of consideration by the Company in order to provide comparable rights to Optionees after such adjustment; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration". Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of Shares of stock of any class, or securities convertible into Shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares of Common Stock subject to an Option. In the event that the Company effects one or more reorganizations, recapitalizations, rights offerings, or other increases or reductions of Shares of its outstanding Common Stock, and in the event of the Company's being consolidated with or merged into any other corporation, or in the event of the proposed dissolution or liquidation of the Company, or in the event of the proposed sale of substantially all of the assets of the Company, the Board may, if it so determines in the exercise of its sole discretion, either (i) make provision for proportionately adjusting the number or class of Shares covered by an Option, as well as the price to be paid therefor in a manner such as to provide a reasonably comparable interest to an Optionee or (ii) declare that any Option shall terminate as of a date to be fixed by the Board, provided that the Board shall give NYFS08...:\60\46360\0010\7016\EXH42594.L90 each Optionee the right to exercise his Option immediately prior to such sale, dissolution, liquidation, merger or consolidation (which right to exercise shall be conditioned upon the consummation of one of the foregoing events) as to all or any part of the Shares, including Shares, in the Board's discretion, as to which the Option would not otherwise be exercisable. The foregoing matters may be provided for in a stock option agreement or otherwise by the Board. 12. Date of Grant. The date of grant of the Options hereunder shall, for purposes hereof, be as of November 1, 1992. 13. Notice of Sale. If Shares acquired by exercise of an Option granted pursuant to this Plan are sold or disposed of, the holder of the Shares immediately prior to the disposition shall, within five (5) days after such sale or disposition, notify the Company in writing of the date and terms of the disposition and shall provide such other information regarding the disposition as the Company may reasonably require. 14. Amendment and Termination of the Plan. (a) Amendment and Termination. The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable. (b) Effect of Amendment or Termination. Subject to the provisions of Section 11, any such amendment or termination of the Plan shall not affect Options already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed between the Optionee and the Board, which agreement must be in writing and signed by the Optionee and the Company. 15. Conditions Upon Issuance of Shares. (a) Compliance. Shares shall not be issued with respect to an Option granted under the Plan unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of United States and United Kingdom law, including, without limitation, the Securities Act of 1933, as amended, NYFS08...:\60\46360\0010\7016\EXH42594.L90 the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the reasonable approval of counsel for the Company with respect to such compliance. (b) Representations. As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. (c) Withholding Taxes; Delivery of Shares. The Company's obligation to deliver Shares of Common Stock upon exercise of an Option, in whole or in part, shall be subject to the satisfaction of any applicable governmental income, excise or employment tax withholding obligations. 16. Reservation of Shares. The Company, during the term of this Plan, or during the term of any Option outstanding hereunder after expiration of the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. Inability of the Company, after the exercise of reasonable efforts, to obtain from any regulatory body having jurisdiction authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the non-issuance or sale of such Shares as to which such requisite authority shall not have been obtained. 17. Option Agreement. Options shall be evidenced by written option agreements in such form as the Board shall approve, which agreements may contain other terms, provisions, and conditions not inconsistent with this Plan. 18. Application of Funds. The proceeds received by the Company from the sale of Shares pursuant to Options NYFS08...:\60\46360\0010\7016\EXH42594.L90 granted under the Plan shall be used for general corporate purposes. 19. Governmental Regulations. The Company's obligation to sell and deliver Shares of the Common Stock under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such Shares. 20. Notices. Any notice to be given to the Company pursuant to the provisions of this Plan shall be addressed to the Company in care of its Secretary at its principal office, and any notice to be given to an Employee to whom an Option is granted hereunder shall be delivered personally or addressed to him/her at the address given beneath his/her signature on his/her stock option agreement, or at such other address as such Employee or his/her transferee (upon the transfer of the Optioned Stock) may hereafter designate in writing to the Company. All such notices shall be sent registered or certified mail. It shall be the obligation of each Optionee and each transferee holding Shares purchased upon exercise of an Option to provide the Secretary of the Company, by letter mailed as provided hereinabove, with written notice of his/her direct mailing address. 21. No Enlargement of Employee Rights. This Plan is purely voluntary on the part of the Company, and the continuance of the Plan shall not be deemed to constitute a contract between the Company and any Employee, or to be consideration for or a condition of the employment of any Employee. Nothing contained in this Plan shall be deemed to give any Employee the right to be retained in the employ of the Company or its, Subsidiaries, or a successor corporation, or to interfere with the right of the Company or any such corporations to discharge or retire any Employee thereof at any time. No Employee shall have any right to or interest in Options authorized hereunder prior to the grant of such Option to such Employee, and upon such grant he shall have only such rights and interests as are expressly provided herein, subject, however, to all applicable provisions of the Company's Certificate of Incorporation, as the same may be amended from time to time. 22. Invalid Provisions. In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity NYFS08...:\60\46360\0010\7016\EXH42594.L90 or unenforceability shall not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such other provisions shall be given full force and effect to the same extent as though the invalid or unenforceable provision was not contained herein. 23. Governing Laws. The validity and construction of the Plan and the instruments evidencing Options shall be governed by the laws of the State of California. EX-4.D 3 FORM OF STOCK OPTION GRANT FRANKLIN RESOURCES, INC. STOCK OPTION GRANT AGREEMENT UNITED KINGDOM STOCK OPTION PLAN #1 FRANKLIN RESOURCES, INC., a Delaware corporation (the "Company"), hereby grants as of the 1st day of November 1992 to _________ (the "Optionee") an option (the "Option") to purchase a total of _______ (____) shares of the U.S. $.10 par value Common Stock of the Company (the "Shares"), at a price of per share (the "Option Price"). 1. Nature of the Option. The Option is granted pursuant and subject to all the terms of the Company's United Kingdom Stock Option Plan #1 (the "Plan") and, unless the context otherwise requires, terms used herein shall have the same meanings as in the Plan. Determinations made in connection with the Option pursuant to the Plan shall be governed by the Plan as it exists on the date of grant, and in the event of any inconsistency or conflict between this Agreement and the Plan, the terms of the Plan shall govern. 2. Other Options. The Option is in addition to any other options heretofore or hereafter given to the Optionee by the Company. 3. Extent of Option. The Optionee may exercise the Option for all or any whole part of the Shares covered by the Option on or after ______ and, while the Optionee continues to be an Employee (as defined in the Plan), may be exercised up to and including October 31, 1999, but they are subject to Paragraphs 5, 6 and 7 as appropriate if the Optionee ceases to be employed by the Company or any Subsidiary as provided therein. 4. Method of Exercise. The Option shall be exercisable by written notice in the form attached hereto as Exhibit "A", which notice shall state the election to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option, and shall be delivered in person or by certified mail, return receipt (or equivalent documented delivery method) to the Company at its principal executive offices, which are presently located at 777 Mariners Island Blvd., San Mateo, California, U.S.A. The written notice shall be accompanied by payment in full in British Pounds of the Option Price for such Shares. The Company shall, in accordance with the Plan, deliver a certificate or certificates representing NYFS08...:\60\46360\0010\7016\EXH42594.L70 such Shares as soon as practicable after such notice and payment shall have been received. The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. If the Option is being exercised by a person or persons other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. 5. Termination of Employment. If an Optionee ceases to be employed by the Company or any Subsidiary, other than by reason of death or by total and permanent disability (as determined by the insurers in accordance with the long term disability insurance policy applicable to such Employee as provided for in section 6 and 7 below) any then exercisable and outstanding Options shall terminate after the passage of thirty (30) days from the date employment ceases, but in no event later than the scheduled expiration date. To the extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee does not exercise the Option (to the extent which such Optionee was entitled to exercise) within the time specified in this paragraph, the Option shall terminate. 6. Disability of the Optionee. If an Optionee is unable to continue his employment with the Company or a Subsidiary thereof as a result of such Optionee's total and permanent disability (as determined by the insurers in accordance with the long term disability policy applicable to such Optionee), the Optionee may, but only within (6) months from the date of termination of employment, exercise the Option in full even if the right to exercise shall not have otherwise accrued at the date of such total and permanent disability. If the Optionee does not exercise such Option within the time specified in this paragraph, the Option shall terminate. 7. Death of Optionee. In the event of the death, during the Option period, of an Optionee: (i) who is at the time of his death shall have been in Continuous Status as an employee since the date of grant of the Option, the Option may be exercised, at any time,not in excess of six (6) months following his death, by the Optionee or by the Optionee's estate or NYFS08...:\60\46360\0010\7016\EXH42594.L70 by a person who acquired the right to exercise the Option by bequest or inheritance, as the case may be,provided that the actual date of exercise is in no event after the expiration of the term of the Option; (ii) within one month after the termination of Continuous Status as an Employee by an Optionee, the Option may be exercised, at any time, not in excess of six (6) months following the date of termination of Continuous Status as an Employee, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, as the case may be, provided that the actual date of exercise is in no event after the expiration of the term of the Option. 8. Partial Exercise. Exercise of the Option up to the extent above stated may be made in part at any time and from time to time within the above limits, except that the Option may not be exercised for a fraction of a Share. 9. Withholding. Upon the exercise of the Option or any installment thereof, the Optionee hereby agrees that such exercise will not be effective, and no Shares will become transferable to the Optionee, until appropriate arrangements have been made for any income tax withholding as may be required by applicable law on account of such exercise. 10. Non-transferability, No Obligation to Exercise of Option. The Option may not be transferred in any manner otherwise than by will or by the laws of descent and distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The grant and acceptance of the Option imposes no obligation on the Optionee to exercise it. The terms of the Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 11. No Obligation To Continue Employment. NEITHER THE COMPANY, NOR ANY SUBSIDIARY IS BY BY REASON OF THE OPTION, OBLIGATED TO CONTINUE THE OPTIONEE IN EMPLOYMENT. 12. Conditions Upon Issuance of Shares The Shares shall not be issued pursuant to the Option unless the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated NYFS08...:\60\46360\0010\7016\EXH42594.L70 thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the grant, the Company may require the person receiving the Shares to represent and warrant that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. 13. No Rights as a Stockholder Until Exercise. The Optionee shall have no rights as a stockholder with respect to Shares under the Option until a stock certificate therefor has been delivered to the Optionee and is fully paid for. Except as expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. 14. Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of California. Date of Grant: As of November 1, 1992 FRANKLIN RESOURCES, INC. By: ___________________________ Harmon Burns Title: Executive Vice President The Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that such is familiar with the terms and provisions thereof, and hereby accepts the Option subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or of the Committee upon any questions arising under the Plan. Dated:__________________ ___________________________ Optionee ____________________________ ____________________________ ____________________________ (Insert Optionee Address) NOTICE OF EXERCISE OF OPTION Franklin Resources, Inc. 777 Mariners Island Boulevard San Mateo, California 94404 United States of America Attn: Harmon E. Burns, Esq. Gentlemen: This Notice is to inform you that the undersigned hereby elects to exercise his/her option granted on November 1, 1992 pursuant to the Stock Option Agreement under the United Kingdom Stock Option Plan #1 between Franklin Resources, Inc. and the undersigned. By this Notice, the undersigned hereby elects to exercise the foregoing option as to _______ shares at the option price _________ per share for a total of ___________ Payment in British Pounds is enclosed herewith. Unless I indicate otherwise below, please issue a single certificate for the total number of shares being purchased as follows: ___________________________________________________ ____________________________________________________ ____________________________________________________ Please have certificate(s) for these shares issued as follows: _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Sincerely, _____________________________ ________________________ Signature of Optionee Date EX-5 4 OPINION AND CONSENT OF WGM WEIL, GOTSHAL & MANGES A Partnership Including Professional Corporations 767 Fifth Avenue New York, NY 10153-0119 (212) 310-8000 Fax: (212) 310-8007 Writer's Direct Line April 29, 1994 Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, California 94404 Gentlemen: We have acted as counsel to Franklin Resources, Inc. (the "Company") in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission on the date hereof with respect to 122,754 shares of common stock of the Company, par value $0.10 per share (the "Common Stock"), being registered in connection with the Company's United Kingdom Stock Option Plan #1 (the "Plan"). In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Common Stock reserved for issuance upon the exercise of options granted and to be granted under the Plan will be, when issued and paid for upon NYFS08...:\60\46360\0007\1232\OPN42894.L00 Franklin Resources, Inc. April 29, 1993 Page such exercise in accordance with the provisions of the Plan, validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. We further consent to any and all references to our firm in the Registration Statement The opinion herein is limited to the corporate laws of the State of Delaware, and the federal laws of the United States, and we express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction. This opinion is rendered solely for your benefit in connection with the transaction described above. Except as noted above, this opinion may not be used or relied upon by any other person and may not be disclosed, quoted, filed with a governmental agency or otherwise referred to without our prior written consent. Very truly yours, WEIL, GOTSHAL & MANGES EX-23.A 5 Exhibit 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Franklin Resources, Inc. on Form S-8 of our report dated December 3, l993, on our audits of the consolidated financial statements and financial statement schedules of Franklin Resources, Inc. as of September 30, 1993 and 1992, and for the years ended September 30, l993, l992 and l991. San Francisco, California April 28, 1994 COOPERS & LYBRAND -----END PRIVACY-ENHANCED MESSAGE-----