As filed
with the Securities and Exchange Commission on May 25, 2005
Registration
No. 333-00000
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)
Florida 59-1517485
(State
or Other
Jurisdiction (I.R.S.
Employer Identification
No.)
of
Incorporation or Organization)
880
Carillon Parkway
St.
Petersburg, Florida 33716
(Address
of Principal Executive Offices, Zip Code)
2005
Raymond James
Financial, Inc. Restricted Stock Plan
(Full
Title of the Plan(s))
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)
Please
Send Copies of Communications To:
Paul
Matecki, Esq.
General
Counsel
880
Carillon Parkway
St.
Petersburg, Florida 33716
(727)
573-3800
CALCULATION
OF REGISTRATION FEE
|
Title
Of Securities
To
Be Registered |
Amount
To
Be
Registered
(1) |
Proposed
Maximum
Offering
Price
per
Share (2) |
Proposed
Maximum
Aggregate
Offering
Price (2) |
Amount
Of
Registration
Fee |
Common
Stock, $.01 par value |
1,500,000 |
$27.51 |
$41,265,000.00 |
$4,856.89 |
(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.
(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
May 19, 2005, namely $27.51.
PART
I
INFORMATION
REQUIRED IN THE PROSPECTUS
The
purpose of the registration statement is to register under the Securities Act of
1933, as amended, 1,500,000 shares of the Registrant's common stock, which
shares are included in the Registrant's 2005 Raymond James Financial, Inc.
Restricted Stock Plan (the "Plan"). As permitted by Rule 428 under the
Securities Act of 1933, as amended (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 plans covered by this Registration Statement
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 with the Commission by Raymond James
Financial, Inc. (the "Company") are
incorporated into and made a part of this Registration Statement:
| 1. |
The
Company's Annual Report on Form 10-K for the fiscal year ended September
24, 2004, as filed with the Commission on December 8,
2004. |
| 2. |
The
Company's Definitive Proxy Statement for the Annual Meeting of
Shareholders held on February 17, 2005, as filed with the Commission on
January 7, 2005. |
| 3. |
The
Company's Quarterly Report on Form 10-Q for the quarter ended December 31,
2004, as filed with the Commission on February 9,
2005. |
| 4. |
The
Company's Quarterly Report on Form 10-Q for the quarter ended March 24,
2005, as filed with the Commission on May 4,
2005. |
| 5. |
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). |
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 2005 Raymond
James Financial, Inc. Restricted Stock Plan (the "Plan") will be
passed upon for the Company by Paul Matecki, General Counsel of Raymond James
Financial, Inc.
Item
6. Indemnification of Directors and Officers.
The
Florida Business Corporation Act, as amended (the "Florida
Act"),
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 Florida Act 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 Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act 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 Florida Act 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
Company's By-Laws include the following provisions:
"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 his being or having been a director
or officer of the Company, or of any other corporation, firm, association or
entity which he served as such at the request of the Company, against the
reasonable expenses, including attorneys' fees, incurred by him 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 his capacity of director or
officer of the Company, or of any other corporation, firm, association or entity
which he served as such at the request 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.
(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."
Chapter
607 of the General Statutes of the State of Florida permits a corporation to
indemnify its officers and directors against certain liabilities and provides
for the conditions thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 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 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 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.
Exhibit
No. Description of Exhibits
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 of
1933, as amended;
(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. 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
(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 (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 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 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, 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 this 25th day of May, 2005.
By:
/S/
THOMAS A JAMES By:
/S/
JEFFREY P. JULIEN
Thomas A.
James Jeffrey
P. Julien
Chairman
and Chief Executive Officer Senior
Vice President - Finance
and Chief
Financial Officer
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.
|
Signature |
Title |
Date |
| |
|
|
|
/S/
THOMAS A. JAMES |
Chairman
and Chief Executive Officer |
February
17, 2005 |
|
Thomas
A. James |
|
|
| |
|
|
|
/S/
JEFFREY P. JULIEN |
Senior
Vice President - Finance |
February
17, 2005 |
|
Jeffrey
P. Julien |
Chief
Financial Officer |
|
| |
|
|
|
/S/
JENNIFER C. ACKART |
Controller |
February
17, 2005 |
|
Jennifer
C. Ackart |
(Chief
Accounting Officer) |
|
| |
|
|
|
* |
|
|
|
Francis
S. Godbold |
Vice
Chairman and Director |
February
17, 2005 |
| |
|
|
|
* |
|
|
|
Chet
B. Helck |
President
and |
February
17, 2005 |
| |
Chief
Operating Officer |
|
|
* |
|
|
|
Angela
M. Biever |
Director |
February
17, 2005 |
| |
|
|
|
* |
Director |
February
17, 2005 |
|
Jonathan
A. Bulkley |
|
|
| |
|
|
|
* |
|
|
|
H.
William Habermeyer, Jr. |
Director |
February
17, 2005 |
| |
|
|
|
* |
|
|
|
Paul
W. Marshall |
Director |
February
17, 2005 |
| |
|
|
|
* |
|
|
|
Kenneth
A. Shields |
Director |
February
17, 2005 |
| |
|
|
|
* |
|
|
|
Hardwick
Simmons |
Director |
February
17, 2005 |
| |
|
|
|
* |
|
|
|
Adelaide
Sink |
Director |
February
17, 2005 |
*
By:
/S/ Jeffrey P. Julien
Attorney
in Fact
EXHIBIT
INDEX
Exhibit
No. Description
of Exhibits
|
4.11 |
2005
Raymond James Financial. Inc.
Restricted Stock Plan. |
|
51 |
Opinion
of Paul Matecki, Esq., General Counsel, regarding legality of the
securities. |
|
23.11 |
Consent
of KPMG LLP, independent registered public accounting
firm. |
|
241 |
Powers
of Attorney. |
1 Filed
herewith.