k852407.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
May
25, 2007
Date
of
report (date of earliest event reported)
Raymond
James Financial, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Florida
(State
or
Other Jurisdiction of Incorporation)
|
1-9109
|
|
59-1517485
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
880
Carillon Parkway St. Petersburg, FL 33716
(Address
of Principal Executive Offices) (Zip Code)
(727)
567-1000
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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:
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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
May
24, 2007, the Board of Directors of the Company amended Article IV, Section
12
of the Company’s By-Laws as follows.
The
text
of the amendment to the By-laws indemnification provisions (new text in
bold, deleted text in [ ]) follows.
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 or her being
or having been (i) a director or officer of the Company, or of
any other corporation, firm, association or entity which he or
she served as such with [at] the approval
[request] of the Chief Executive Officer
of the
Company, or (ii) 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
him or her 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 or her
capacity as[of] (i) a director or
officer of the Company, or of any other corporation, firm, association or entity
which he or she served as such with [at] the
approval [request] of the Chief Executive
Officer of
the Company, or (ii) 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.
(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.
Item
7.01 Regulation FD Disclosure
On
May
25, 2007, Raymond James Financial, Inc. issued a press release disclosing
operating data for April 2007. A copy of the operating data release
is attached as Exhibit 99.1 to this report. In a separate release
dated the same day, the Company announced its quarterly dividend on the
Company's common stock. A copy of the dividend release is attached as
Exhibit 99.2 to this report. Both releases disclosed the Company’s upcoming
first analyst conference and how investors could access a recording of that
conference on the Company’s website.
The
information furnished herein, including Exhibits 99.1 and 99.2, is not deemed
to
be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject
to the liability of that section. This information will not be deemed
to be incorporated by reference into any filing under the Securities Act or
the
Exchange Act, except to the extent that the registrant specifically incorporates
them by reference.
Item
9.01 Financial Statements and Exhibits
(d)
The
following are filed as exhibits to this report:
Exhibit
No.
3(ii)
Amended and Restated By-Laws of Raymond James Financial, Inc. reflecting
amendments adopted by the Board of Directors on May 24, 2007. Filed
herewith
99.1
Press release dated May 25, 2007 issued by Raymond James Financial,
Inc.
99.2
Press release dated May 25, 2007 issued by Raymond James Financial,
Inc.
SIGNATURES
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.
| |
RAYMOND
JAMES FINANCIAL, INC.
|
| |
|
| |
|
|
Date:
May 29, 2007
|
By:
|
/s/
Thomas A James
|
| |
|
Thomas
A. James
Chairman
and Chief Executive Officer
|
| |
|
|
| |
By:
|
/s/
Jeffrey P. Julien
|
| |
|
Jeffrey
P. Julien
|
| |
|
Senior
Vice President - Finance
|
| |
|
and
Chief Financial Officer
|