As filed with the Securities and Exchange Act on May 20, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
PIPER JAFFRAY COMPANIES
(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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30-0168701
(I.R.S. Employer
Identification Number)
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800 Nicollet Mall, Suite 800
Minneapolis, Minnesota
(Address of Principal Executive Offices)
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55402
(Zip Code)
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PIPER JAFFRAY COMPANIES AMENDED AND RESTATED
2003 ANNUAL AND LONG-TERM INCENTIVE PLAN
(as amended May 7, 2009)
(Full title of the plan)
James L. Chosy
General Counsel and Secretary
Piper Jaffray Companies
800 Nicollet Mall, Suite 800
Minneapolis, Minnesota 55402
(Name and address of agent for service)
(612) 303-6000
(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 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):
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 Each
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Amount to be
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Proposed Maximum
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Proposed Maximum
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Amount of
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Class of Securities
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Registered
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Offering Price
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Aggregate
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Registration
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to be Registered
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(No. of Shares)
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Per Share (1)
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Offering Price
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Fee
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Common Stock, par
value $.01 per
share (and its
associated
Preferred Share
Purchase Rights)
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1,960,354
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$
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29.99
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$
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58,781,215
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$
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3,280
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(1)
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Estimated solely for purposes of calculating the registration fee, pursuant to Rule
457(h), based on the average of the high and low prices of the Registrants Common Stock on
May 15, 2009, as reported on the New York Stock Exchange.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an
additional 1,500,000 shares of the Registrants Common Stock authorized for issuance under the
Piper Jaffray Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (as amended
May 7, 2009) (the Plan) and 460,354 shares of the Registrants Common Stock forfeited by Plan
participants or used to satisfy tax obligations of Plan participants and again available for
issuance pursuant to the terms of the Plan. Previously, (i) 2,000,000 shares were registered under
the Plan pursuant to Registration Statement No. 333-111665, (ii) an additional 2,100,000 shares
were registered under the Plan pursuant to Registration Statement No. 333-122494, (iii) an
additional 400,000 shares were registered under the Plan pursuant to Registration Statement No.
333-142699 and (iv) an additional 1,000,000 shares were registered under the Plan pursuant to
Registration Statement No. 333-150962. In accordance with Section E. of the General Instructions
to Form S-8, Registration Statements No. 333-111665, No. 333-122494, No. 333-142699 and No.
333-150962 are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Piper Jaffray Companies (hereinafter the
Company or the Registrant) with the Securities and Exchange Commission (the Commission)
pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act) are incorporated
by reference herein and shall be deemed to be a part hereof:
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(a)
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The Registrants Annual Report on Form 10-K for the fiscal year ended December
31, 2008, filed with the Commission on March 2, 2009;
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(b)
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All other reports filed by the Registrant pursuant to Section 13(a) and 15(d)
of the Exchange Act since the end of the fiscal year referred to in (a) above; and
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(c)
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the description of the Registrants common stock and associated preferred share
purchase rights contained in the Registrants Registration Statement on Form 10 (File
No. 001-31720), as amended (declared effective on December 19, 2003), filed pursuant to
the Exchange Act and in any registration statement or report filed by the Company under
the Securities Act of 1933, as amended (the Securities Act) or in any report filed
under the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
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All other documents filed by the Company with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of 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 that indicates
that all securities offered hereunder have been sold or which deregisters all securities then
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. In this
Registration Statement, the Company refers to these documents, and the documents enumerated
above, as the incorporated documents.
Any statement contained in an incorporated document will 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 incorporated document 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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is incorporated under the laws of the State of Delaware. Section 145 of the
General Corporation Law of the State of Delaware provides in relevant part as follows:
A corporation shall have the power to 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, whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person 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
attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in or not opposed
to the best interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the persons conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which the person 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 reasonable cause to believe that the persons
conduct was unlawful.
A corporation shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of the fact
that the person 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
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expenses (including attorneys fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in respect to
any claim, issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
As permitted by Delaware law, the Registrant has included in its certificate of incorporation
a provision to eliminate the personal liability of its directors to the fullest extent permitted by
law. In addition, its certificate of incorporation and bylaws provide that the Registrant is
required to indemnify its officers and directors under certain circumstances, including those
circumstances in which indemnification would otherwise be discretionary and the Registrant is
required to advance expenses to its officers and directors as incurred in connection with
proceedings against them for which they may be indemnified.
The Registrant maintains directors and officers liability insurance for the benefit of its
directors and officers.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Method of
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Exhibit No.
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Description
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Filing
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4.1
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Form of Specimen Certificate for Piper Jaffray
Companies Common Stock
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(1
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4.2
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Amended and Restated Certificate of Incorporation
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(2
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4.3
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Amended and Restated Bylaws
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(3
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4.4
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Rights Agreement dated as of December 31, 2003
between Piper Jaffray Companies and Mellon
Investor Services LLC, as Rights Agent
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(4
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4.5
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Piper Jaffray Companies Amended and Restated
2003 Annual and Long-Term Incentive Plan (as
amended May 7, 2009)
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Filed
Herewith
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5.1
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Opinion of Faegre & Benson LLP, independent
legal counsel, regarding the due authorization
and valid issuance of the shares of common
stock, with consent to use
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Filed
Herewith
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Method of
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Exhibit No.
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Description
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Filing
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23.1
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Consent of Ernst & Young LLP
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Filed
Herewith
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23.2
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Consent of Company Counsel (see Exhibit 5.1)
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Filed
Herewith
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24.1
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Power of Attorney
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Filed
Herewith
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(1)
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Filed as Exhibit 4.1 to the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2003, filed with the Commission on March 8, 2004, and incorporated
herein by reference.
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(2)
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Filed as Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2007, filed with the Commission on August 3, 2007, and incorporated
herein by reference.
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(3)
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Filed as Exhibit 3.2 to the Companys Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2007, filed with the Commission on August 3, 2007, and incorporated
herein by reference.
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(4)
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Filed as Exhibit 4.2 to the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2003, filed with the Commission on March 8, 2004, and incorporated
herein by reference.
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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;
(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
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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; 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)(l)(i) and (a)(l)(ii) of this section 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 the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this 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 of 1933, each filing of the Registrants 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 plans annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) 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 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
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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, Piper Jaffray Companies 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 County of Hennepin, and the State of Minnesota, on this 20th day
of May, 2009.
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PIPER JAFFRAY COMPANIES
(Registrant)
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By:
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/s/ Andrew S. Duff
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Name:
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Andrew S. Duff
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Title:
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Chairman and Chief Executive Officer
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Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities indicated on May 20, 2009.
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Signature
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Title
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Chairman and Chief Executive Officer
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Andrew S. Duff
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(Principal Executive Officer)
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Chief Financial Officer
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Debbra. L. Schoneman
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(Principal Financial and Accounting Officer)
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Director
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Michael R. Francis
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Director
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B. Kristine Johnson
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Signature
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Title
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Director
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Samuel L. Kaplan
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Director
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Addison L. Piper
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Director
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Lisa K. Polsky
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Director
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Frank L. Sims
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Director
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Jean M. Taylor
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*
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James L. Chosy, by signing his name hereto, does sign this document on behalf of the above
noted individuals, pursuant to powers of attorney duly executed by such individuals which have
been filed as an exhibit to this Registration Statement.
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/s/ James L. Chosy
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By: James L. Chosy
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Attorney-in-Fact
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7
EXHIBIT INDEX
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Method of
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Exhibit No.
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Description
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Filing
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4.1
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Form of Specimen Certificate for Piper Jaffray Companies Common Stock
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(1
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4.2
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Amended and Restated Certificate of Incorporation
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(2
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4.3
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Amended and Restated Bylaws
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(3
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4.4
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Rights Agreement dated as of December 31, 2003
between Piper Jaffray Companies and Mellon
Investor Services LLC, as Rights Agent
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(4
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4.5
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Piper Jaffray Companies Amended and Restated
2003 Annual and Long-Term Incentive Plan (as
amended May 7, 2009)
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Filed
Herewith
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5.1
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Opinion of Faegre & Benson LLP, independent
legal counsel, regarding the due authorization
and valid issuance of the shares of common
stock, with consent to use
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Filed
Herewith
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23.1
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Consent of Ernst & Young LLP
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Filed
Herewith
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23.2
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Consent of Company Counsel (see Exhibit 5.1)
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Filed
Herewith
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24.1
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Power of Attorney
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Filed
Herewith
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(1)
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Filed as Exhibit 4.1 to the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2003, filed with the Commission on March 8, 2004, and incorporated
herein by reference.
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(2)
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Filed as Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2007, filed with the Commission on August 3, 2007, and incorporated
herein by reference.
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(3)
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Filed as Exhibit 3.2 to the Companys Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2007, filed with the Commission on August 3, 2007, and incorporated
herein by reference.
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(4)
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Filed as Exhibit 4.2 to the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2003, filed with the Commission on March 8, 2004, and
incorporated herein by reference.
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