FormvSx8
As filed with the Securities and Exchange
Commission on June 11, 2012
Registration No. 333-
UNITED STATES 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 its charter)
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DELAWARE
(State or other jurisdiction of
incorporation or organization) |
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43-1273600
(IRS Employer Identification No.) |
501 North Broadway
St. Louis, Missouri 63102
(Address of
principal executive offices)
(314) 342-2000
(Registrant’s telephone number, including area code)
________________________
David M. Minnick, Esq.
General Counsel and Secretary
Stifel Financial Corp.
501 North
Broadway
St. Louis, Missouri 63102
(314) 342-2000
(Name and address of agent for service)
Copy to:
Robert M. LaRose, Esq.
Thompson Coburn LLP
One US Bank Plaza
St. Louis, Missouri 63101
(314) 552-6000
________________________
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check
one):
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| Large accelerated filer: þ
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Accelerated filer: o
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Non-accelerated filer: o
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Smaller reporting company: o |
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(Do not check if a smaller reporting company) |
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________________________
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount to be registered
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Proposed maximum offering price per share
(2)
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Proposed maximum aggregate offering price
(2)
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Amount of registration fee
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Common Stock, par value $0.15 per share
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6,000,000 |
(1) |
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$ |
29.84 |
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$ |
179,040,000 |
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$ |
20,518 |
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(1)
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Pursuant to Rule 416(a), this registration statement
also covers any additional securities that may be
offered or issued in connection with any stock split,
stock dividend or similar transaction. Represents the
additional shares of Common Stock available for issuance
under the Stifel Financial Corp. 2001 Incentive Stock
Plan (2011 Restatement).
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(2)
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Estimated solely for the purposes of computing the
Registration Fee pursuant to the provisions of Rule
457(c) and (h), based upon the average of the high and
low sale prices of common stock, $ 0.15 par value, of
the Registrant as reported on the New York Stock
Exchange on June 5, 2012.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing
the information specified in "Item 1. Plan Information" and "Item 2.
Registrant Information and Employee Plan Annual Information" of Part I of
Form S-8 will be delivered to participants under the Stifel Financial Corp.
2001 Incentive Stock Plan (2011 Restatement), as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be, and are not, filed with the Securities and
Exchange Commission (the "SEC") either as part of this Registration
Statement or as a prospectus or a prospectus supplement pursuant to Rule 424
under the Securities Act. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of
Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Stifel Financial Corp. (the
"Company" or the "Registrant") previously filed with the SEC on February 7,
2002, a Registration Statement on Form S-8 (Registration No. 333-82328)
relating to securities offered under the Stifel Financial Corp. 2001
Incentive Stock Plan, registering an initial 2,000,000 shares for
distribution, on June 2, 2003, Amendment No. 1 to Registration Statement on
Form S-8 (Registration No. 333-105756) registering an additional 1,300,000
shares for distribution under the Stifel Financial Corp. 2001 Incentive
Stock Plan, on February 13, 2007, Amendment No. 2 to Registration Statement
on Form S-8 (Registration No. 333-140662) registering an additional
2,000,000 shares for distribution under the Stifel Financial Corp. 2001
Incentive Stock Plan, and on July 10, 2009, a Registration Statement on Form
S-8 (Registration No. 333-160523) registering an additional 11,250,000
shares for distribution under the Stifel Financial Corp. 2001 Incentive
Stock Plan (2008 Restatement). The contents of such previously filed
Registration Statements on Form S-8, including exhibits thereto, are
incorporated herein by reference, except to the extent superseded or
modified by the specific information set forth below or the specific
exhibits attached hereto.
Item 3. Incorporation of Documents by Reference.
The following documents
filed with the SEC by the Registrant are incorporated herein by reference:
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The Company's
Annual Report on Form 10-K for the year ended December 31, 2011, filed with
the SEC on February 28, 2012;
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The Company's Quarterly Report on Form 10-Q for the period ended March 31,
2012, filed with the SEC on May 10, 2012;
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Current Reports on Form 8-K filed with the SEC on January 18, 2012, January
19, 2012, January 23, 2012, March 19, 2012, and June 6, 2012, (except, in
any such case, the portions furnished and not filed pursuant to Item 2.02,
Item 7.01 or otherwise); and
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The description of
the Registrant's common stock which is contained in the Registration
Statement on Form 8-A, filed by the Registrant on April 29, 1987, and any
amendment or report filed for the purposes of updating such description.
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All documents subsequently
filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act of 1934, prior to the filing of a
post-effective amendment to the Registration Statement 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 in the Registration Statement and to be a part hereof from the
date of filing of such documents.
Any statement,
including financial statements, contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or therein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
The class of securities to
be offered is registered under Section 12 of the Exchange Act of 1934, and,
therefore, this item is not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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 proceeding, had no reasonable cause to believe that
such person's conduct was unlawful. A present or former director or officer
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 a determination
shall be made (1) 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 (2) by a committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by special independent counsel in
a written opinion, or (4) 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 not exclusive
of any other rights to which those seeking indemnification may be 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 Registrant's Restated Certificate of Incorporation, as amended, provides
generally that a director shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Section 6.4 of the Registrant's Amended and Restated By-Laws provides for
indemnification by the Registrant of each person who is or was a director,
officer or employee of the Registrant (or is or was serving as a director,
officer or employee of any other enterprise at the request of the
Registrant) to the full extent authorized by law. Certain of the directors
also have indemnification agreements with the Registrant which provide for
indemnification to the full extent permitted by the DGCL or by any amendment
thereof or any other statutory provisions authorizing or permitting
indemnification.
In addition, the DGCL authorizes the Registrant to purchase insurance for
its directors and officers insuring them against certain risks as to which
the Registrant may be unable lawfully to indemnify them. The Registrant has
purchased insurance coverage for its directors and officers as well as
insurance coverage to reimburse itself for potential costs of corporate
indemnification of its directors and officers.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the exhibits listed
under "Exhibit Index" herein, which is incorporated by reference.
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:
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(i)
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To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
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(ii)
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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. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and the estimated maximum offering range may be reflected in
the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
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(iii)
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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;
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Provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the SEC 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 Securities Act of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 June 11, 2012.
STIFEL FINANCIAL CORP.
By: /s/
Ronald J. Kruszewski
Ronald J. Kruszewski,
Chairman of the Board, President,
Chief Executive Officer and Director
POWER OF ATTORNEY
We, the undersigned officers and directors of Stifel Financial Corp.,
hereby severally and individually constitute and appoint Ronald J.
Kruszewski and James M. Zemlyak and each of them, the true and lawful
attorneys and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any
and all amendments to this Registration Statement on Form S-8 and all
instruments necessary or advisable in connection therewith and to file
the same with the Securities and Exchange Commission, each of said
attorneys and agents to have the power to act with or without the other
and to have full power and authority to do and perform in the name and
on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and
purposes as any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by our
said attorneys and agents and each of them to any and all such
amendments and instruments.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on June 11, 2012.
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/s/
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Ronald J. Kruszewski
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Chairman of the Board, President,
Chief Executive Officer, and Director
(Principal Executive Officer)
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Ronald J. Kruszewski
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/s/
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James M. Zemlyak
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Senior Vice President, Chief Financial
Officer, and Director
(Principal Financial and Accounting Officer)
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James M. Zemlyak
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/s/
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Bruce A. Beda
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Director
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Bruce A. Beda
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/s/
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Michael W. Brown
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Director
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Michael W. Brown
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/s/
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Charles A. Dill
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Director
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Charles A. Dill
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/s/
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John P. Dubinsky
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Director
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John P. Dubinsky
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/s/
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Robert E. Grady
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Director
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Robert E. Grady
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/s/
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Frederick O. Hanser
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Director
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Frederick O. Hanser
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/s/
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Richard J. Himelfarb
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Director
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Richard J. Himelfarb
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/s/
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Alton F. Irby III
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Director
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Alton F. Irby III
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/s/
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Robert E. Lefton
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Director
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Robert E. Lefton
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/s/
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Thomas P. Mulroy
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Director
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Thomas P. Mulroy
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/s/
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Victor J. Nesi
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Director
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Victor J. Nesi
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/s/
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James M. Oates
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Director
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James M. Oates
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/s/
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Ben A. Plotkin
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Director
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Ben A. Plotkin
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/s/
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Thomas W. Weisel
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Chairman of the Board and Director |
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Thomas W. Weisel
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/s/
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Kelvin R. Westbrook
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Director
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Kelvin R. Westbrook
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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Restated Certificate of Incorporation of the Registrant, as
amended, incorporated herein by reference to Exhibit 4.1 to the
Registrant's Form S-8 filed on July 10, 2009.
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4.2
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Amended and Restated By-laws of the Registrant, incorporated
herein by reference to Exhibit 3.(b)(1) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended July 30,
1993.
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4.3
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Registration Rights Agreement, dated February 28, 2007, of the
Registrant, incorporated herein by reference to the Registrant's
Current Report on Form 8-K/A filed on March 6, 2007.
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4.4
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Specimen Stock Certificate, incorporated herein by reference to
Exhibit 7 to the Registrant's Registration Statement on Form 8-A
filed April 29, 1987.
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5.1*
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Opinion of Thompson Coburn LLP as to the legality of the
securities being registered.
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10.1
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Stifel Financial Corp. 2001 Incentive Stock Plan (2011
Restatement) filed as Exhibit 10.1 to the Registrant's Current
Report on Form 8-K filed on June 22, 2011 and incorporated
herein by reference.
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23.1*
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Consent of Thompson Coburn LLP (included in Exhibit 5.1).
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23.2*
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Consent of Ernst & Young LLP.
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24.1*
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Power of Attorney (set forth on signature page hereto).
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*Filed herewith.