Securities Registration: Employee Benefit Plan (s-8)
May 04 2020 - 5:22PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 4, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Waddell &
Reed Financial, Inc.
(Exact name of registrant as specified in its charter)
Delaware
|
|
51-0261715
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
6300 Lamar Avenue
Overland Park, Kansas 66202
(Address, including zip code, of registrant’s principal executive offices)
Stock Incentive Plan, as amended and
restated
(Full title of the plan)
Mark P. Buyle
Senior Vice President, General Counsel,
Chief Legal Officer and Secretary
Waddell & Reed Financial, Inc.
6300 Lamar Avenue
Overland Park, Kansas 66202
Tel: (913) 236-2000
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
|
Accelerated filer ¨
|
Non-accelerated filer ¨
|
Smaller reporting company ¨
|
|
Emerging growth company ¨
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
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
|
|
Class A Common Stock, $0.01 par value per share
|
|
|
4,800,000 shares
|
|
|
$
|
12.71
|
|
|
$
|
61,008,000
|
|
|
$
|
7,918.84
|
|
|
(1)
|
This Registration Statement also covers an additional indeterminable number of shares of Waddell & Reed Financial, Inc.
Class A common stock, par value $0.01 (“Common Stock”), as may be issued under the Company’s Stock Incentive
Plan, as amended and restated, as a result of a stock split, stock dividend, recapitalization or similar transaction in accordance
with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”).
|
|
(2)
|
Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities
Act, based upon the average of the high and low prices of the Common Stock on April 27, 2020, as reported on the New York Stock
Exchange, of $12.71.
|
EXPLANATORY NOTE
On April 29, 2020, at the 2020 Annual
Meeting of Stockholders of Waddell & Reed Financial, Inc. (the “Company”), the Company’s stockholders approved
the Company’s Stock Incentive Plan, as amended and restated (the “Plan”). The Plan provides, among other things,
that an additional 4,800,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”),
may be issued under the Plan (the “Additional Shares”).
This Registration Statement on Form S-8
(this “Registration Statement”) is being filed by the Company to register the Additional Shares. These shares are in
addition to the 35,600,000 shares of Common Stock that may be issued under the Plan pursuant to the Company’s Registration
Statements on Form S-8 (File Nos. 333-65827, 333-44528 and 333-210759) (the “Prior Registration Statements”) filed
with the Securities and Exchange Commission (the “Commission”) on October 16, 1998, August 25, 2000 and April 14, 2016,
respectively. Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities
Act”), the contents of the Prior Registration Statements are incorporated by reference into this Registration Statement,
except to the extent supplemented, amended and superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents
previously filed by us with the SEC pursuant to the Securities Act and the Exchange Act are incorporated into this Registration
Statement by reference and are deemed a part of this Registration Statement:
|
(d)
|
Our Current Reports on Form 8-K, filed with the Commission on February 24, 2020 and April 30, 2020 (excluding any information
furnished pursuant to Items 2.02 or 7.01 of the Current Reports on Form 8-K); and
|
All documents filed
with the SEC by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold (other than such portions and exhibits of the respective filings that
were furnished pursuant to Items 2.02 or 7.01 of Current Reports on Form 8-K and not deemed filed under the Exchange Act) will
be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from
the date of filing of those documents.
Any statement incorporated
or deemed to be incorporated by reference into this Registration Statement will be deemed to be modified, replaced or superseded
for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other
subsequently filed document, that also is or is deemed to be incorporated by reference into this Registration Statement modifies,
replaces or supersedes that statement. Any statement so modified, replaced or superseded will be deemed, except as so modified,
replaced or superseded, to constitute a part of this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Restated Certificate
of Incorporation and Amended and Restated Bylaws provide that each person who was or is threatened to be made a party to or is
involved in any action, suit or proceeding by reason of the fact that he or she, or a person of whom he or she is the legal representative,
is or was one of our directors or officers or is or was serving at our request as a director or officer of another company, partnership,
joint venture, trust, or other enterprise, will be indemnified and held harmless by us to the fullest extent authorized by the
Delaware General Corporation Law as the same exists or may be amended (but, in the case of any amendment, only to the extent that
amendment permits us to provide broader indemnification rights than the Delaware General Corporation Law permitted us to provide
prior to that amendment), against all expense, liability, and loss reasonably incurred or suffered by that person in connection
therewith and indemnification will continue as to a person who has ceased to be a director or officer and will inure to the benefit
of his or her heirs, executors, and administrators.
Section 102 of the
Delaware General Corporation Law permits Delaware corporations to include in their certificates of incorporation a provision eliminating
or limiting director liability for monetary damages arising from breaches of their fiduciary duty. The only limitations imposed
under the statute are that the provision may not eliminate or limit a director's liability: (i) for breaches of the director's
duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or involving intentional misconduct
or known violations of law; (iii) for the payment of unlawful dividends or unlawful stock purchases or redemptions; or (iv) for
transactions in which the director received an improper personal benefit.
Under Section 145 of
the Delaware General Corporation Law, a corporation may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or
her if he or she 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, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer,
employee or agent of the corporation against expenses (including attorneys' fees) actually and reasonably incurred by him or her
if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation,
except that no indemnification may be made in respect of any claim, issue or matter as to which that person has been adjudged to
be liable to the corporation unless a court finds that, in view of all the circumstances of the case, that person is fairly and
reasonably entitled to indemnity for those expenses as the court deems proper.
We maintain directors
and officers liability insurance for the benefit of our directors and officers.
We have also entered
into an indemnification agreement with each of our directors and officers (each, an Indemnitee). The indemnification agreement
provides that we will (subject to certain exceptions) defend, hold harmless and indemnify the Indemnitee to the fullest extent
permitted by law in connection with any proceeding covered by the indemnification agreement. The indemnification agreement also
provides that we will, to the fullest extent permitted by law, advance all expenses incurred by an Indemnitee in connection with
a proceeding covered by the indemnification agreement.
ITEM 8. EXHIBITS.
Exhibit
Number
|
|
Description
|
|
|
|
4.1
|
|
Restated Certificate of Incorporation of Waddell & Reed Financial, Inc. Filed as Exhibit 3.1
to the Company's Quarterly Report on Form 10-Q, File No. 001-13913, for the quarter ended June
30, 2006 and incorporated herein by reference.
|
|
|
|
4.2
|
|
Amended and Restated Bylaws of Waddell & Reed Financial, Inc. Filed
as Exhibit 3.2 to the Company's Annual Report on Form 10-K, File No. 001-13913, for the year ended December 31, 2019 and
incorporated herein by reference.
|
|
|
|
4.3
|
|
Specimen of Class A Common Stock Certificate, par value $0.01 per share. Filed as Exhibit 4.1 to
the Company's Registration Statement on Form S-1/A, File No. 333-43687, on February 27, 1998 and incorporated herein by reference.
|
|
|
|
23.1*
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm
|
|
|
|
24.1*
|
|
Powers of Attorney (included as part of signature page to this Registration Statement).
|
|
|
|
99.1
|
|
Waddell & Reed Financial, Inc. Stock Incentive Plan, as amended and restated. Filed
as Exhibit 10.1 to the Company's Current Report on Form 8-K, File No. 001-13913, on April 30, 2020 and incorporated herein
by reference.
|
* Filed herewith
No opinion of counsel is being filed because the additional
shares of the Company’s Class A common stock being registered on this Form S-8 consist exclusively of previously issued
shares that are presently held by the Company as treasury shares and will not constitute original issuance shares.
ITEM 9. UNDERTAKINGS.
(a) We hereby undertake:
(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;
(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 SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% 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 (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 reports filed with
or furnished to the Commission by us pursuant to Section 13(a) 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 that remain unsold at the termination
of the offering.
(b) We hereby undertake that, for purposes
of determining any liability under the Securities Act, each filing of our annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this 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.
(h) Insofar as indemnification by us for
liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions or otherwise, we have been advised that in the opinion of the 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 us of expenses incurred or paid by one of our directors, officers or controlling persons
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, we will, unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy
as expressed in the Securities Act and we 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 Overland Park, State of Kansas, on May 4, 2020.
|
WADDELL & REED FINANCIAL, INC.
|
|
|
|
/s/ BENJAMIN R. CLOUSE
|
|
Benjamin R. Clouse
|
|
Senior Vice President and Chief Financial
|
|
Officer
|
power of
attorney
Each of the undersigned
officers and directors of the Registrant severally constitutes and appoints Mark P. Buyle and Jeffrey
P. Bennett or either of them, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned’s 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 hereto and thereto, and all other documents in connection herewith or therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary in connection herewith or therewith, as fully to 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 either of them,
or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 date indicated.
/s/ PHILIP J. SANDERS
Philip J. Sanders
|
Chief Executive Officer
and Director
(Principal Executive Officer)
|
May 1, 2020
|
/s/ BENJAMIN R. CLOUSE
Benjamin R. Clouse
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
May 4, 2020
|
/s/ MICHAEL J. DALEY
Michael J. Daley
|
Vice President, Chief Accounting Officer, Investor Relations and Treasurer
(Principal Accounting Officer)
|
May 4, 2020
|
/s/ KATHIE J. ANDRADE
Kathie J. Andrade
|
Director
|
May 1, 2020
|
/s/ SHARILYN S. GASAWAY
Sharilyn S. Gasaway
|
Director
|
May 1, 2020
|
/s/ THOMAS C. GODLASKY
Thomas C. Godlasky
|
Chairman of the Board
|
May 1, 2020
|
/s/ JAMES A. JESSEE
James A. Jessee
|
Director
|
May 1, 2020
|
/s/ KATHERINE
M.A. (“ALLIE”) KLINE
Katherine M.A. (“Allie”)
Kline
|
Director
|
May
4, 2020
|
/s/ DENNIS
E. LOGUE
Dennis E. Logue
|
Director
|
May
1, 2020
|
/s/ MICHAEL
F. MORRISSEY
Michael F. Morrissey
|
Director
|
May
1, 2020
|
/s/ JERRY
W. WALTON
Jerry W. Walton
|
Director
|
May
1, 2020
|
/s/ CONSTANCE
K. WEAVER
Constance K. Weaver
|
Director
|
May
1, 2020
|
Waddell and Reed Financial (NYSE:WDR)
Historical Stock Chart
From Mar 2024 to Apr 2024
Waddell and Reed Financial (NYSE:WDR)
Historical Stock Chart
From Apr 2023 to Apr 2024