-----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, I1MJSDjdUig4iTcNRurzNhDT6oPMDYy+2HbfCe9sU5/nW76SUAAj0e3VSoF8X7RQ 1/Dns+Fr8Dp7D1yoHxRvzw== 0000720672-97-000020.txt : 19971015 0000720672-97-000020.hdr.sgml : 19971015 ACCESSION NUMBER: 0000720672-97-000020 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971014 EFFECTIVENESS DATE: 19971014 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STIFEL FINANCIAL CORP CENTRAL INDEX KEY: 0000720672 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 431273600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-37807 FILM NUMBER: 97695094 BUSINESS ADDRESS: STREET 1: 500 N. BROADWAY STREET 2: 14TH FLOOR CITY: ST LOUIS STATE: MO ZIP: 63102-2188 BUSINESS PHONE: 3143422000 MAIL ADDRESS: STREET 1: 500 N BROADWAY CITY: ST LOUIS STATE: MO ZIP: 63102-2188 S-8 1 FORM S-8 1998 EMPLOYEE STOCK PURCHASE PLAN AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 1997 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________ STIFEL FINANCIAL CORP. (Exact name of registrant as specified in charter) DELAWARE 43-1273600 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 500 North Broadway St. Louis, Missouri 63102 (Address of principal executive offices) (Zip Code) ____________________________ STIFEL FINANCIAL CORP. 1998 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) ____________________________ CHARLES R. HARTMAN, ESQ. General Counsel and Secretary Stifel Financial Corp. 500 North Broadway St. Louis, Missouri 63102 (Name and address of agent for service) Telephone number, including area code, of agent for service: (314) 342-2000 ____________________________ Copy to: ROBERT M. LAROSE, ESQ. Thompson Coburn One Mercantile Center St. Louis, Missouri 63101 (314) 552-6000 CALCULATION OF REGISTRATION FEE Title of Amount to Proposed Proposed Amount of Securities to be be Maximum Maximum Registration Registered Registered Offering Aggregate Fee Price Per Offering Share(2) Price(2) - ---------------- ---------- --------- ----------- ---------- Common Stock, 750,000 $13.8125 $10,359,375 $3,140.00 $.15 par value(1) shares (1) Includes one attached Preferred Share Purchase Right per share. (2) Estimated solely for purposes of computing the Registration Fee pursuant to the provisions of Section 457(h), based upon the average of the high and low prices reported per share on the New York Stock Exchange on October 10, 1997. This Registration Statement shall become effective in accordance with the provisions of Rule 464 promulgated under the Securities Act of 1933. 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents filed by Stifel Financial Corp. (the "Company") with the Securities and Exchange Commission are incorporated herein by reference: (i) The Company's Annual Report on Form 10-K for the year ended December 31, 1996. (ii) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997. (iii) The Company's Current Reports on Form 8-K dated July 2, 1997 and August 27, 1997. (iv) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A, filed on April 29, 1987. (v) The description of the Company's Preferred Stock Purchase Rights contained in the Company's Registration Statement on Form 8-A, filed on July 31, 1996. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be made a part hereof from the date of filing of such documents. Any statements contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in a subsequently filed document incorporated herein by reference modifies or supersedes such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement. Item 6. Indemnification of Directors and Officers. The following is a summary of Section 145 of the General Corporation Law of the State of Delaware (the "DGCL"). Subject to restrictions contained in the DGCL, a corporation may indemnify any person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection therewith if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, in connection with any criminal action or proceedings, had no reasonable cause to believe that such person's conduct was unlawful. A person who is successful on the merits or otherwise in any suit or matter covered by the indemnification statute, shall be indemnified and indemnification is otherwise authorized upon a determination that the person to be indemnified has met the applicable standard of conduct required. Such determination shall be made by a majority vote of the board of directors who were not parties to such action, suit or proceeding, even though less than a quorum, or if there are no such directors, or if such directors so direct, by special independent counsel in a written opinion, or by the stockholders. Expenses incurred in defense may be paid in advance upon receipt by the corporation of a written undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that the recipient is not entitled to indemnification under the statute. The indemnification provided by statute is entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, and shall inure to the benefit of the heirs, executors and administrators of such person. Insurance may be purchased on behalf of any person entitled to indemnification by the corporation against any liability asserted against him or her and incurred in an official capacity regardless of whether the person could be indemnified under the statute. References to the corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting corporation, and anyone seeking indemnification by virtue of acting in some capacity with a constituent corporation would stand in the same position as if such person had served the resulting or surviving corporation in the same capacity. The By-Laws of the Company provide for indemnification of directors and officers of the Company to the maximum extent permitted by the DGCL. The directors and officers of the Company are insured under a policy of directors' and officers' liability insurance. The Board of Directors has entered into Indemnification Agreements with certain members of its Board of Directors. Pursuant to these Indemnification Agreements, the Company agrees to hold harmless each director, and his respective heirs, successors and estate, generally to the full extent permitted by the Delaware General Corporation Law, as it may be amended from time to time, and specifically against any and all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by a director, his heirs, successors or estate, in connection with certain pending or completed actions, suits or proceedings, to which the director, his heirs, successors or estate are or were a party, or were threatened to be made a party. Indemnification will not be provided under certain circumstances enumerated in the Indemnification Agreement. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed 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. Item 8. Exhibits. See Exhibit Index on page 6 hereof: Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers and 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; (iii) To include any material information with respect to the plan of distribution 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 or Form S-8, and 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 Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at 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. SIGNATURES The Registrant. 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 October 2, 1997. STIFEL FINANCIAL CORP. By /s/ Ronald J. Kruszewski Ronald J. Kruszewski President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles R. Hartman, his true and lawful attorney-in- fact and agent for him and on his behalf and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 with respect to the Stifel Financial Corp. 1998 Employee Stock Purchase Plan, and to file the same, with exhibits and any and all other documents filed with respect thereto, with the Securities and Exchange Commission (or any other governmental or regulatory authority), granting unto said attorneys, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he himself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, 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 date indicated. Signature Title Date - -------------------------- ---------------------- --------------- /s/ George H. Walker, III Chairman of the Board October 2, 1997 George H. Walker, III /s/ Ronald J. Kruszewski President and Chief October 2, 1997 Ronald J. Kruszewski Executive Officer /s/ Stephen J. Bushmann Chief Financial October 2, 1997 Stephen J. Bushmann Officer and Vice President /s/ Bruce A. Beda Director October 2, 1997 Bruce A. Beda /s/ Belle A. Cori Director October 2, 1997 Belle A. Cori /s/ Charles A. Dill Director October 2, 1997 Charles A. Dill /s/ Richard F. Ford Director October 2, 1997 Richard F. Ford /s/ Stuart I. Greenbaum Director October 2, 1997 Stuart I. Greenbaum /s/ John J. Goebel Director October 2, 1997 John J. Goebel /s/ Robert E. Lefton Director October 2, 1997 Robert E. Lefton /s/ James M. Oates Director October 2, 1997 James M. Oates EXHIBIT INDEX Exhibit Page No. 4.1(a) Restated Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on June 1, 1983, incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1, as amended (Registration File No. 2-84232) filed July 19, 1983. 4.1(b) Amendment to Restated Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on May 11, 1987, incorporated herein by reference to Exhibit 3(a)(2) to the Company's Report on Form 10-K for the year ended July 31, 1987. 4.1(c) Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of the Company filed with the Secretary of State of Delaware on July 10, 1987, incorporated herein by reference to Exhibit (3)(a)(3) to the Company's Report on Form 10-K for the year ended July 31, 1987. 4.1(d) Amendment to Restated Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on November 28, 1989, incorporated herein by reference to Exhibit 3(a)(4) to the Company's Report on Form 10-K for the year ended July 27, 1990. 4.2 Amended and Restated By-Laws of the Company, incorporated herein by reference to Exhibit 3.1 to the Company's Report on Form 10-K for the year ended July 30, 1993. 4.3 Note Agreement dated as of October 15, 1988, between the Company and Bankers United Life Assurance Company and Pacific Fidelity Life Insurance Company, incorporated herein by reference to Exhibit 4 to the Company's Report on Form 10-Q for the quarterly period ended April 28, 1989. 4.4 Rights Agreement, dated as of July 30, 1996, by and between the Company and Boatmen's Trust Company, filed as Exhibit 1 to the Company's Registration Statement on Form 8-A, filed on July 31, 1996, and incorporated herein by reference. 4.5 Stifel Financial Corp. 1997 Stock Incentive Plan, filed as Appendix A to the Company's definitive Proxy Statement for the 1997 Annual Meeting of Stockholders held April 22, 1997, and incorporated herein by reference. 4.6 Form of Indenture by and between the Company and __________________________ relating to the Company's Junior Subordinated Debentures, incorporated herein by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-2 (Registration File No. 333-28871), filed June 10, 1997. 5.1 Opinion of Thompson Coburn as to the legality of the securities being registered. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Thompson Coburn (included in Exhibit 5.1). 25.1 Power of Attorney (set forth on signature page hereto). EX-5 2 EXHIBIT 5.1 OPINION OF THOMPSON COBURN [letterhead of Thompson Coburn] EXHIBIT 5.1 October 14, 1997 Stifel Financial Corp. 500 North Broadway St. Louis, Missouri 63102 Re: Registration Statement on Form S-8 -- 750,000 Shares of Stifel Financial Corp. Common Stock, $.15 par value, and attached Preferred Share Purchase Rights Ladies and Gentlemen: With reference to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Stifel Financial Corp., a Delaware corporation (the "Company"), on October 14, 1997, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, pertaining to the proposed issuance by the Company of up to 750,000 shares of the Company's common stock, $.15 par value, and attached Preferred Share Purchase Rights (collectively, the "Shares"), as provided in the Stifel Financial Corp. 1998 Employee Stock Purchase Plan (the "Plan"), we have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company's Restated Certificate of Incorporation, By-Laws, as amended, resolutions adopted by the Board of Directors relating to such issuance, certificates received from state officials and statements we have received from officers and representatives of the Company. In delivering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies, the authenticity of originals of all such latter documents, and the correctness of statements submitted to us by officers and representatives of the Company. Based solely on the foregoing, we are of the opinion that: 1. The Company is duly incorporated and is validly existing under the laws of the State of Delaware; and 2. The Shares to be issued by the Company pursuant to the Registration Statement have been duly authorized and, when issued by the Company in accordance with the Plan, will be duly and validly issued. We consent to the filing of this opinion as an exhibit to the Registration Statement. We further consent to the filing of copies of this opinion with agencies of such states and other jurisdictions as you deem necessary in the course of complying with the laws of the states and jurisdictions regarding the sale and issuance of the Shares in accordance with the Registration Statement. Very truly yours, /s/ Thompson Coburn EX-23 3 EXHIBIT 23.1 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 [letterhead of Deloitte & Touche LLP] INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 relating to the Stifel Financial Corp. 1998 Employee Stock Purchase Plan of our reports dated February 25, 1997, appearing in and incorporated by reference in the Annual Report on Form 10K of Stifel Financial Corp. for the year ended December 31, 1996. /s/ Deloitte & Touche LLP October 10, 1997 EX-23 4 EXHIBIT 23.2 CONSENT OF COOPERS & LYBRAND L.L.P. EXHIBIT 23.2 [letterhead of Coopers & Lybrand L.L.P. Stifel Financial Corp. Consent of Independent Accountants We consent to the incorporation by reference in this registration statement of Stifel Financial Corp. and Subsidiaries on Form S-8 (1998 Employee Stock Purchase Plan), of our report dated February 25, 1996 on our audits of the consolidated financial statements and financial statement schedules of Stifel Financial Corp. and Subsidiaries as of December 31, 1995 and for the years ended December 31, 1995 and 1994, which report is included in the Company's Annual Report on Form 10-K. We also consent to the reference to our firm under the caption "Experts." /s/ Coopers & Lybrand L.L.P. St. Louis, Missouri October 9, 1997 -----END PRIVACY-ENHANCED MESSAGE-----