s8sop022509.htm
S-8
As filed
with the Securities and Exchange Commission on February 25, 2009
Registration
No. 333-00000
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
Registration
Statement
Under
The Securities Act of
1933
Raymond
James Financial, Inc.
(Exact name of registrant as
specified in its charter)
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Florida
(State or other jurisdiction of
incorporation)
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59-1517485
(IRS Employer Identification
No.)
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880
Carillon Parkway
St.
Petersburg, Florida 33716
(Address of Principal Executive
Offices, Zip Code)
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Raymond James Financial, Inc.
2003 Employee Stock Purchase Plan
(Full title of the
plan)
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JEFFREY
P. JULIEN
Senior
Vice President - Finance
and
Chief Financial Officer
880
Carillon Parkway
St.
Petersburg, Florida 33716
(727)
573-3800
(Name, address and telephone
number,
including area code, of agent
for service)
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Please Send Copies of
Communications To:
Paul
Matecki, Esq.
General
Counsel
880
Carillon Parkway
St.
Petersburg, Florida 33716
(727)
573-3800
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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
(Do
not check if a smaller reporting company)
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Smaller
reporting company
o
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CALCULATION
OF REGISTRATION FEE
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Title
Of Securities
To
Be Registered
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Amount
To
Be
Registered
(1)
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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, $.01 par value
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4,000,000
Shs.
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$16.22
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$64,880,000.00
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$2,550.00
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(1) The
amount being registered includes an indeterminate number of shares of
Common Stock which may be issuable as a result of stock splits, stock
dividends and anti-dilution provisions and other terms, in accordance with
Rule 416(c) under the Securities Act of 1933, as
amended.
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(2) Estimated
solely for the purpose of calculating the registration fee. Such estimate
has been computed in accordance with Rule 457(h) based upon the average of
the high and low prices of the Common Stock as reported on the New York
Stock Exchange on February 24, 2009, namely
$16.22.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
purpose of this Registration Statement is to register under the Securities Act
of 1933, as amended (the “Securities Act”), 4,000,000 shares of the Registrant’s
common stock, issuable pursuant to the Raymond James Financial, Inc. 2003
Employee Stock Purchase Plan (the “Plan”). As permitted by Rule 428
under the Securities Act, this Registration Statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the selected participants in the Plan
as required by Rule 428(b). Such documents are not being filed with the
Securities and Exchange Commission (the “Commission”) as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424(b) under the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
By this
reference, the following documents filed or to be filed by Raymond James
Financial, Inc. (the “Company”) with the Commission are incorporated into and
made a part of this Registration Statement:
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1.
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The
Company’s Annual Report on Form 10-K for the fiscal year ended September
30, 2008 filed with the Commission on November 28,
2008.
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2.
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The
Company’s Definitive Proxy Statement for the Annual Meeting of
Shareholders held February 19, 2009 filed with the Commission on January
12, 2009.
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3.
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The
Company’s Quarterly Report on Form 10-Q for the quarter ended December 31,
2008 filed with the Commission on February 9,
2009.
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4.
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All
other reports filed pursuant to Section 13(a) and 15(d) of the 1934 Act
since the end of the fiscal year covered by the annual report referenced
above.
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5.
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The
description of the Company's Common Stock is set forth on pages 8-9 of the
Company's Prospectus dated June 1, 1994, which was a part of the Company's
Registration Statement on Form S-8 (Registration Statement No.
33-54071).
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In
addition, all documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement 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 a part hereof from the date of filing
of such documents. Any statement 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 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.
Not
applicable. The Company's Common Stock is registered under Section 12
of the Exchange Act.
Item
5. Interests
of Named Experts and Counsel.
The validity of the Common Stock
issuable by the Company under its Raymond James Financial, Inc. 2003 Employee
Stock Purchase Plan, as amended (the "Plan") will be passed upon for the Company
by Paul Matecki, Senior Vice President and General Counsel of Raymond James
Financial, Inc. As of February 6, 2009, Mr. Matecki holds directly
and indirectly 35,431 shares of the Company’s Common Stock and options to
purchase 11,000 additional shares. Of those options, only 3,000 are
currently exercisable.
Item
6. Indemnification
of Directors and Officers.
The
Florida Business Corporation Act, as amended (the "FBCA"), provides that, in
general, a business corporation may indemnify any person who is or was a party
to any proceeding (other than an action by, or in the right of, the corporation)
by reason of the fact that he or she is or was a director or officer of the
corporation, against liability incurred in connection with such proceeding,
including any appeal thereof, provided certain standards are met, including that
such officer or director acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and provided further that, with respect to any criminal action or
proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the
right of the corporation, the FBCA provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers or
directors are successful on the merits or otherwise in the defense of any of the
proceedings described above, the FBCA provides that the corporation is required
to indemnify such officers or directors against expenses actually and reasonably
incurred in connection therewith. However, the FBCA further provides
that, in general, indemnification or advancement of expenses shall not be made
to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (i) a violation
of the criminal law, unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe it
was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the FBCA or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interests of the corporation in
a proceeding by or in the right of the corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder.
The FBCA
also permits a corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation
against any liability asserted against the person and incurred by him or her in
any such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify the person against such liability
under provisions of this section.
The
Company's By-Laws include the following provisions in Article IV:
“Section
12. The Company shall:
(a) Indemnify any person
made a party to an action by or in the right of the Company to procure a
judgment in its favor by reason of such person being or having been (i) a
director or officer of the Company, (ii) a director or officer of any other
corporation, firm, association or entity which such person served as such at the
request of the Company, but only if such indemnification is approved in writing
by the Chief Executive Officer of the Company, or (iii) a Trustee of any
employee benefit plan or trust or other program sponsored by the Company or any
subsidiary of the Company, against the reasonable expenses, including attorneys’
fees, incurred by such person in connection with the defense or settlement of
such action, or in connection with an appeal therein, except in any case where
such person is adjudged in a final adjudication to have been guilty of conduct
as to which, as a matter of law, no such indemnification may be
made;
(b) Indemnify any person
made a party to an action, suit or proceeding, other than one by or in the right
of the Company to procure a judgment in its favor, whether civil or criminal,
brought to impose a liability or penalty on such person for an act alleged to
have been committed by such person in the capacity of (i) a director or officer
of the Company, (ii) a director or officer of any other corporation, firm,
association or entity which such person served as such at the request of the
Company, but only if such indemnification is approved in writing by the Chief
Executive Officer of the Company, or (iii) a Trustee of any employee benefit
plan or trust or other program sponsored by the Company or any subsidiary of the
Company, against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys’ fees, incurred as a result of such action, suit
or proceeding, or any appeal therein, unless the Board of Directors determines
that such person did not act in good faith in the reasonable belief that such
action was in the best interests of the Company. The termination of any such
civil or criminal action, suit or proceeding by judgment, settlement, conviction
or upon a plea of nolo
contendere shall not in itself disqualify such person from
indemnification except in any case where such person is adjudged in a final
adjudication to have been guilty of conduct as to which, as a matter of law, no
such indemnification may be made;
(c) Advance the payment of
expenses, including attorneys’ fees, to any person entitled to indemnification
hereunder during the pendency of any claim, action or proceeding, unless
otherwise determined by the Board of Directors in any case.
The foregoing rights of reimbursement
or indemnification shall not be exclusive of other rights to which any such
person may otherwise be entitled and, in the event of his or her death, shall
extend to his or her legal representatives. Any approval of
indemnification by the Chief Executive Officer with respect to the service as a
director or officer as described in subsections (a)(ii) and (b)(ii) above, may
be revoked, but only prospectively (i.e., such revocation shall apply with
respect to indemnification for actions taken after such revocation is
communicated in writing to the person affected by the revocation).
(d) In any instance where
more than one person is entitled to reimbursement of attorneys’ fees pursuant to
this Section 12, the Company shall select one attorney to serve as attorney for
all such persons, unless, in the opinion of the attorney selected by the
Company, a conflict of interest exists which would prevent representation by
that attorney of one or more persons. Notwithstanding the foregoing
provision, any person may at any time decide to be represented by an attorney of
his choosing, at his own expense.
(e) The Company may enter
into indemnification agreements with members of the Board of Directors which may
provide for further or expanded indemnification rights or otherwise modify the
rights provided under this Section 12.”
The
Company has entered into indemnification agreements with its independent
directors.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company, the
Company 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 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company undertakes, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, to submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and agrees to be governed by the final adjudication of such
issue.
Item
7. Exemption
from Registration Claimed.
Not applicable. There are no
restricted securities being reoffered or resold pursuant to this Registration
Statement.
Item
8. Exhibits.
Please see Exhibit Index attached
hereto.
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;
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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
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 end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
and
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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 (1)(i) and (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 Securities and
Exchange Commission by the registrant pursuant to section 13 or section 15(d) of
the Exchange Act that are incorporated by reference in the registration
statement.
(2) 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.
(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, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act 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 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 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 against the registrant 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 and will be
governed by the final adjudication of such issue.
SIGNATURES
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. Petersburg, State of Florida, on February 25,
2009.
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RAYMOND
JAMES FINANCIAL, INC.
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Thomas
A. James
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Chairman
and Chief Executive Officer
(Principal
Executive Officer)
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POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each of the individuals whose signature appears
below constitutes and appoints Kenneth Armstrong, Jeffrey Julien and Paul
Matecki, and each of them (so long as each such individual is an employee of
Raymond James Financial, Inc. or an affiliate thereof), his or her true and
lawful attorney-in-fact and agent, with full and several power of substitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all 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 for all
intents and purposes as he or she 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.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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Thomas
A. James
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Chairman
and Chief Executive Officer and Director
(Principal
Executive Officer)
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February
25, 2009
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Chet
B. Helck
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President
and Chief Operating Officer and Director
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February
25, 2009
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Francis
S. Godbold
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Vice
Chairman and Director
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February
25, 2009
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Jeffrey
P. Julien
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Senior
Vice President – Finance and Chief Financial Officer
(Principal
Financial Officer)
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February
25, 2009
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Jennifer
C. Ackart
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Controller
and Chief
Accounting
Officer
(Principal
Accounting Officer)
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February
25, 2009
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Shelley
G. Broader
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Director
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February
25, 2009
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/s/ H.
WILLIAM HABERMEYER, JR.
H.
William Habermeyer, Jr.
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Director
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February
25, 2009
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Paul
C. Reilly
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Director
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February
25, 2009
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Robert
P. Saltzman
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Director
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February
25, 2009
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Kenneth
A. Shields
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Director
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February
25, 2009
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Hardwick
Simmons
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Director
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February
25, 2009
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Susan
N. Story
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Director
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February
25, 2009
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EXHIBIT
INDEX
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Exhibit No.
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Description of Exhibits
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4.1
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Raymond
James Financial, Inc. 2003 Employee Stock Purchase Plan incorporated by
reference to Exhibit 4.1 to Registration Statement on Form S-8, No.
333-103280, filed February 18, 2003.
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4.2
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First
Amendment to Raymond James Financial, Inc. 2003 Employee Stock Purchase
Plan incorporated by reference to Exhibit 10.6(ii) to Current Report on
Form 8-K, filed November 26, 2008.
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51
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Opinion
of Paul Matecki, Esq., General Counsel, regarding legality of
securities.
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23.11
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Consent
of KPMG LLP, independent registered public accounting
firm.
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241
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Power
of Attorney (included on signature
page).
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1 Filed
herewith.