UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

FORM 8-K
 

CURRENT REPORT
Pursuant To Section 13 OR 15(d) of the 
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):
October 3, 2011
 

STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
 
 



  
    
      
Delaware
(State of
      incorporation)
      
 
    
      
001-09305
(Commission File
      Number)
      
 
    
      
43-1273600
(IRS
      Employer
Identification No.)
      
 
 
One Financial Plaza
501 North Broadway
St. Louis, Missouri 63102-2102
(Address of principal executive offices, including zip code)
 
Registrant's telephone number, including area code:
(314) 342-2000
 
 



  
    
      
 
    
      
N/A
    
      
 
  
    
      
 
    
      
(Former name or former address, if changed since last
      report)
    
      
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General
Instruction A.2. below):



o   Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)


o   Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)


o   Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o   Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




 

Item 8.01        Other
Events.

On October 3, 2011, Stifel Financial Corp. (the "Company") filed a prospectus supplement to its Registration Statement on Form S-3 filed
with the U.S. Securities and Exchange Commission (the "Commission") (No.
333-158301) (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Act"), registering for resale by the selling stockholder named
therein of up to 500,000 shares of the Company's common stock, consisting of
225,023 shares issued by the Company to the selling stockholder as initial share
consideration (the "Initial Shares") in connection with the Company's
acquisition of Stone & Youngberg LLC, as well as up to 274,977 additional shares
which may be issued by the Company as additional contingent "earn-out"
consideration in connection with that transaction (the "Earn-out Shares," and
together with the Initial Shares, the "Shares").

In connection with filing of such prospectus supplement, the Company is filing a
legal opinion as Exhibit No. 5.1 to this current report on Form 8-K, which is
incorporated by reference into the Registration Statement. 



Item 9.01   Financial Statements and Exhibits.
 



  
    
      

		(d) 
    
      

		Exhibits.
 
 



  
    
      

		Exhibit No.
    
      

		Description of Exhibit
  
    
      
 
    
      
 
  
    
      5.1
    
      Opinion of Bryan Cave LLP
  
    
      23.1
    
      Consent of Bryan Cave LLP (included in Exhibit 5.1)
 
 
2




 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
 
 







  
    
      
    
      

		STIFEL FINANCIAL CORP.
  
    
      
    
      
    
      
  
    
      

		 
		

		Date: October 3, 2011
    
      

		 
		

		By:
    
      

		 

		/s/ Ronald J. Kruszewski
  
    
      
    
      
    
      

		Ronald J. Kruszewski
  
    
      
    
      
    
      

		President and Chief
		Executive
  Officer
 
 
3 




 
EXHIBIT INDEX
 



  
    
      

		Exhibit No.
    
      

		Description of Exhibit
  
    
      
 
    
      
 
  
    
      5.1
    
      Opinion of Bryan Cave LLP
  
    
      23.1
    
      Consent of Bryan Cave LLP (included in Exhibit 5.1)
 
 
 


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