-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cc9nZSmoD0ncFlXRZpU1ouZfzBA2pk0o88rQd775f7QT6chMvYlvOgTocnvSo4Sm lT+wjiq8jDf+Cas3tmC0Gw== 0000718482-99-000029.txt : 19990922 0000718482-99-000029.hdr.sgml : 19990922 ACCESSION NUMBER: 0000718482-99-000029 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990921 EFFECTIVENESS DATE: 19990921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDWARDS A G INC CENTRAL INDEX KEY: 0000718482 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 431288229 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-87507 FILM NUMBER: 99714741 BUSINESS ADDRESS: STREET 1: ONE N JEFFERSON AVE CITY: ST LOUIS STATE: MO ZIP: 63103 BUSINESS PHONE: 3142893000 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 1999 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 A.G. EDWARDS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 43-1288229 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) One North Jefferson Avenue, St. Louis, Missouri 63103 (Address of principal executive offices) (Zip Code) A.G. EDWARDS, INC. 1988 INCENTIVE STOCK PLAN (Full Title of the Plan) Douglas L. Kelly, Secretary A.G. Edwards, Inc. One North Jefferson Avenue St. Louis, Missouri 63103 (Name and Address of Agent for Service) (314) 955-3000 (Telephone Number, Including Area Code, of Agent for Service) Copy to: Thomas A. A. Cook Blackwell Sanders Peper Martin LLP 720 Olive Street, 24th Floor St. Louis, Missouri 63101 CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Securities Amount to Maximum Maximum Amount to be Registered be Offering Aggregate of Registered Price Offering Registration Fee Per Share Price Common Stock, ($1.00 15,000,000 $24.75(2) $371,250,000.00(2) $103,208(2) par value) and associated Shares (1) Common Stock Purchase Rights (1) Plus such additional shares and rights as may be issued by reason of stock splits, stock dividends or similar transactions. (2) The proposed maximum offering price per share and maximum aggregate offering price are estimated for the sole purpose of calculating the amount of the registration fee. The fee has been calculated in accordance with Rules 457(h)(1) and 457(c) promulgated under the Securities Act of 1933. Accordingly, the maximum offering price per share is based on the average of the high and low prices of the Common Stock as reported in The Wall Street Journal for the "New York Stock Exchange ---- Composite Transactions" for September 17, 1999.
GENERAL INSTRUCTIONS E. Registration of Additional Securities The purpose of this Registration Statement on Form S-8 is to register an additional 15,000,000 shares of Common Stock, $1.00 par value per share, and the associated Common Stock Purchase Rights, of A.G. Edwards, Inc. (the "Company") issuable pursuant to the A.G. Edwards, Inc. 1988 Incentive Stock Plan (the "Plan"). This Registration Statement incorporates by reference all prior registration statements filed on Form S-8 with respect to the Plan, including Registration Statements No. 33-23837, No. 33-36609, No. 33-52786 and No. 33- 61949, including any amendments thereto. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to Section 13(a) are incorporated herein by reference: (a) The Annual Report of the Company on Form 10-K for the year ended February 28, 1999, filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on May 28, 1999; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1999, filed pursuant to Section 13 of the Exchange Act on July 15, 1999; (c) (1) The description of the Company's Common Stock, $1.00 par value per share, as contained in the Registration Statement filed with the Commission pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description; and (2) The description of the Company's Common Stock Purchase Rights, as contained in the Company's Registration Statement on Form 8-A, filed with the Commission pursuant to Section 12 of the Exchange Act on January 12, 1989, including any amendment or report filed for the purpose of updating such description. All reports and other documents subsequently filed by the Company 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 a part hereof from the date of the filing of such reports and 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. II-1 Section 145 of the General Corporation Law of Delaware, Article IX of the Company's Certificate of Incorporation and Article VII of the Company's Bylaws provide for indemnification of directors, officers and others under certain conditions and subject to specific limitations. Under its Certificate of Incorporation and Bylaws, the Company must indemnify any person who is or was a director or officer or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any and all expenses, liabilities and losses (including attorneys' fees), reasonably incurred or suffered by him to the fullest extent authorized by the General Corporation Law of Delaware, as amended (and as may be amended in the future, if such amendments provide for broader indemnification rights). The Company maintains directors' and officers' liability insurance which protects each director and officer from liability for actions taken in their capacity as directors or officers. This insurance may provide broader coverage for such individuals than may be required by the provisions of the Company's Certificate of Incorporation and Bylaws. The foregoing represents a summary of the general effect of Delaware law and the Company's Certificate of Incorporation and Bylaws for purposes of general description only. Additional information regarding indemnification of directors and officers can be found in the Delaware statutes, the Company's Certificate of Incorporation and Bylaws, and its pertinent insurance contracts. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See Exhibit Index on page II-7 hereof. 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, represents a fundamental change in the information set forth 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; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is II-2 contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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 being offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (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. II-3 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. Louis, State of Missouri, on September 21, 1999. A.G. EDWARDS, INC. (Registrant) By: /s/ Benjamin F. Edwards III Benjamin F. Edwards III Chairman of the Board, President and Chief Executive Officer II-4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Benjamin F. Edwards III and Douglas L. Kelly, and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. 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 /s/ Benjamin F. Edwards III Chairman of the ) Benjamin F. Edwards III Board, President, ) Chief Executive ) Officer and Director ) (Principal Executive ) Officer) ) /s/ Robert L. Bagby Vice Chairman of the ) Robert L. Bagby Board and Director ) /s/ Benjamin F. Edwards IV Vice Chairman of the ) Benjamin F. Edwards IV Board and Director ) /s/ Robert L. Proost Vice President, ) September 21, 1999 Robert L. Proost Treasurer and Director) (Principal ) Financial Officer) ) /s/ Ronald J. Kessler Director ) Ronald J. Kessler ) Director ) E. Eugene Carter ) Director ) Charmaine S. Chapman ) Director ) Samuel C. Hutchinson, Jr. ) II-5 Director ) Louis Fernandez ) /s/ Thomas H. Martin, Jr. ) Controller ) September 21, 1999 Thomas H. Martin, Jr. /s/ Joseph G. Porter ) Principal Accounting ) Joseph G. Porter ) Officer ) II-6 EXHIBIT INDEX Exhibit Number* 4.1 Articles IV, V, X, XII, XIII and XV of the Company's Certificate of Incorporation, filed as Exhibit 3(i) to the Company's Form 10-K for the year ended February 28, 1993, incorporated herein by reference. 4.2 Article II, Article III Sections 1 and 15, Article IV Sections 1 and 3, Article VI and Article VII Sections 1-3 of the Company's Bylaws filed as Exhibit 3(ii) to the Company's Form 10-K for the year ended February 28, 1994, incorporated herein by reference. 4.3 Rights Agreement dated as of December 30, 1988 between the Company and Boatmen's Trust Company as Rights Agent as filed as Exhibit 4 to the Company's Form 8-K Report dated December 30, 1988 and incorporated herein by reference. 4.4 Amendment No. 1 to the Rights Agreement dated December 30, 1988, between the Company and Boatmen's Trust Company as Rights Agent, dated May 24, 1991 filed as Exhibit 4.4 to the Company's Form 10-K for the fiscal year ended February 29, 1992, and incorporated herein by reference. 4.5 Amendment No. 2 to the Rights Agreement dated December 30, 1988, between the Company and Boatmen's Trust Company as Rights Agent, dated June 22, 1995 filed as Exhibit 3 to the Company's Form 8-A/A dated July 12, 1995, and incorporated herein by reference. 4.6 Amendment No. 3 to the Rights Agreement dated December 30, 1988, between the Company and Boatmen's Trust Company as Rights Agent, dated July 11, 1997 filed as Exhibit 4.6 to the Company's Form 10-K for the fiscal year ended February 28, 1998, and incorporated herein by reference. 5 Opinion of Blackwell Sanders Peper Martin LLP. 15 Omitted -- Inapplicable. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Blackwell Sanders Peper Martin LLP contained in Exhibit 5. 24 Power of Attorney contained on Pages II-5 through II-6 hereof. *Numbers correspond to document numbers in Exhibit Table of Item 601 of Regulation S-K. II-7 EX-5 2 September 21, 1999 A.G. Edwards, Inc. One North Jefferson Avenue St. Louis, Missouri 63103 RE: A.G. Edwards, Inc. 1988 Incentive Stock Plan We are counsel for A.G. Edwards, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, of 15,000,000 shares of Common Stock, $1.00 per share par value, of the Company (the "Shares") and associated Common Stock Purchase Rights (the "Rights") to be issued under the A.G. Edwards, Inc. 1988 Incentive Stock Plan, as amended (the "Plan"). A Registration Statement on Form S-8 (the "Registration Statement") with respect to such Shares and associated Rights is being filed concurrently herewith with the Securities and Exchange Commission. As counsel, we have reviewed the organizational documents of the Company, including the Certificate of Incorporation and the Bylaws as amended to date, and we have reviewed a certified copy of the Plan. We also have examined copies of resolutions certified by the Secretary of the Company and adopted at: (i) a meeting of the Board of Directors of the Company held on February 19, 1999; and (ii) a meeting of the stockholders of the Company held on June 24, 1999. We also have relied on a Certificate issued by the Delaware Secretary of State and dated September 21, 1999, certifying as to the incorporation of the Company and to the Company's good standing on that date (the "Certificate"). Where questions of fact material to the opinions hereinafter expressed were not independently established, we have relied upon statements of officials of the Company. We have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with the originals of all items submitted to us as copies. In rendering our opinions set forth in Paragraph 1 below, we have relied solely upon the information contained in the Certificate. Based upon the foregoing, we are of the opinion that: 1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. 2. The Shares, and the associated Rights, to be issued pursuant to the Plan are duly and validly authorized. 3. When the Shares, and the associated Rights, to be issued pursuant to the Plan are issued by the Company in accordance with the provisions of the Plan, such Shares and associated Rights will be duly and validly issued, and such Shares will be fully paid and nonassessable. We hereby consent to the use of this opinion as Exhibit 5 of the above- mentioned Registration Statement. /s/ Blackwell Sanders Peper Martin LLP BLACKWELL SANDERS PEPER MARTIN LLP TAAC EX-23.1 3 Exhibit 23.1 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Registration Statement of A.G. Edwards, Inc. on Form S-8 of our report dated April 22, 1999, appearing in the Annual Report on Form 10-K of A.G. Edwards, Inc., for the year ended February 28, 1999. /s/ Deloitte & Touche LLP September 21, 1999 St. Louis, Missouri -----END PRIVACY-ENHANCED MESSAGE-----