As filed with the Securities and Exchange Commission on August 25, 2000.
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 (I.R.S. Employer
Incorporation or Organization) Identification No.)
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DANIEL C. SCHULTE COPY TO:
SECRETARY GLEN J. HETTINGER
WADDELL & REED FINANCIAL, INC. HUGHES & LUCE, L.L.P.
6300 LAMAR AVENUE 1717 MAIN STREET, SUITE 2800
OVERLAND PARK, KANSAS 66202 DALLAS, TEXAS 75201
(913) 236-2000 (214) 939-5500
(Name, Address, and Telephone Number,
including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED
EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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Class A Common Stock,
$.01 par value 10,500,000 $35.6250 $374,062,500 $98,753.00
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(1) This registration statement also covers an indeterminate additional
amount of shares of the Registrant's Class A Common Stock to be offered
or sold pursuant to the antidilution provisions of the 1998 Stock
Incentive Plan, as Amended and Restated.
(2) Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low price paid per share of
the Class A Common Stock, as reported on the New York Stock Exchange on
August 23, 2000, in accordance with Rules 457(c) and (h)(1) promulgated
under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, this Registration Statement is filed for the purpose of registering an additional 10,500,000 shares of the Registrant's Class A Common Stock, $.01 par value, under the Registrant's 1998 Stock Incentive Plan, as Amended and Restated. The contents of the Registration Statement on Form S-8, originally filed on October 16, 1998 (Registration No. 333-65827), as amended, are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS (includes only those exhibits required by General Instruction E
to Form S-8)
Exhibit Number Description of Exhibit
*5 Opinion of Hughes & Luce, L.L.P.
23.1 Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5).
*23.2 Consent of KPMG LLP
24 Power of Attorney is found on page II-2 hereof.
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*Filed herewith
II-1
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 August 25, 2000.
WADDELL & REED FINANCIAL, INC.
By: /s/ KEITH A. TUCKER
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Keith A. Tucker,
Chairman of the Board and Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Waddell & Reed Financial, Inc., hereby severally constitute and appoint John E. Sundeen, Jr. and Daniel C. Schulte, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for each of us in our name, place and stead, in any and all capacities, to sign Waddell & Reed Financial, Inc.'s Registration Statement on Form S-8, and any other Registration Statement relating to the same offering, and any and all amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grant to such 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, as fully to all intents and purposes as each of us might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or his or their 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 dates indicated.
/s/ KEITH A. TUCKER Chairman of the Board, Chief August 25, 2000
------------------------------------ Executive Officer and Director
Keith A. Tucker
/s/ HENRY J. HERRMANN President, Chief Investment Officer August 25, 2000
------------------------------------ and Director
Henry J. Herrmann
/s/ ROBERT L. HECHLER Chief Operating Officer, Executive August 25, 2000
------------------------------------ Vice President and Director
Robert L. Hechler
/s/ JOHN E. SUNDEEN, JR. Senior Vice President, Chief August 25, 2000
------------------------------------ Financial Officer and Treasurer
John E. Sundeen, Jr. (Principal Financial Officer)
/s/ D. TYLER TOWERY Vice President and Controller August 25, 2000
------------------------------------ (Principal Accounting Officer)
D. Tyler Towery
/s/ JERRY W. WALTON Director August 25, 2000
------------------------------------
Jerry W. Walton
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II-2
/s/ JOSEPH L. LANIER, JR. Director August 25, 2000
------------------------------------
Joseph L. Lanier, Jr.
/s/ WILLIAM L. ROGERS Director August 25, 2000
------------------------------------
William L. Rogers
/s/ JAMES M. RAINES Director August 25, 2000
------------------------------------
James M. Raines
/s/ GEORGE J. RECORDS Director August 25, 2000
------------------------------------
George J. Records
/s/ DAVID L. BOREN Director August 25, 2000
------------------------------------
David L. Boren
/s/ JOSEPH M. FARLEY Director August 25, 2000
------------------------------------
Joseph M. Farley
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II-3
Exhibit Number Description
*5 Opinion of Hughes & Luce, L.L.P.
23.1 Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5).
*23.2 Consent of KPMG LLP
24 Power of Attorney is found on page II-2 hereof.
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*Filed herewith
EXHIBIT 5
OPINION OF HUGHES & LUCE, L.L.P.
August 25, 2000
Waddell & Reed Financial, Inc.
6300 Lamar Avenue
Overland Park, Kansas 66202
Re: Registration Statement on Form S-8 for the 1998 Stock Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Waddell & Reed Financial, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 10,500,000 shares (the "Shares") of the Company's Class A common stock, $.01 par value per share (the "Common Stock"), issuable under the 1998 Stock Incentive Plan, as Amended and Restated (the "Plan"). The Shares are being registered pursuant to a registration statement on Form S-8 to be filed with the Securities and Exchange Commission on or about August 25, 2000 (the "Registration Statement").
In rendering this opinion, we have examined and relied upon executed originals, counterparts, or copies of such documents, records, and certificates (including certificates of public officials and officers of the Company) as we considered necessary or appropriate for enabling us to express the opinions set forth herein. In all such examinations, we have assumed the authenticity and completeness of all documents submitted to us as originals and the conformity to originals and completeness of all documents submitted to us as photostatic, conformed, notarized, or certified copies.
Based on the foregoing, we are of the opinion that the Shares will be, if and when issued in accordance with the terms of the Plan, validly issued, fully paid, and nonassessable, assuming the Company maintains an adequate number of authorized but unissued shares of Common Stock available for such issuance, and further assuming that the consideration actually received by the Company for the Shares exceeds the par value thereof.
This opinion may be filed as an exhibit to the Registration Statement. We also consent to the reference to this firm as having passed on the validity of the Common Stock under the caption "Legal Matters" in the registration statement on Form S-8, originally filed on October 16, 1998 (Registration No. 333-65827), as amended and incorporated by reference into the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ HUGHES & LUCE, L.L.P. |
Exhibit 23.2
ACCOUNTANTS' CONSENT
The Board of Directors
Waddell & Reed Financial, Inc.:
We consent to incorporation by reference in this registration statement on Form S-8 of Waddell & Reed Financial, Inc. of our report, dated February 11, 2000, relating to the consolidated balance sheets of Waddell & Reed Financial, Inc. and subsidiaries as of December 31, 1999 and 1998 and the related consolidated statements of operations and cash flows and the related schedule for each of the years in the three-year period ended December 31, 1999, which report appears in the December 31, 1999 annual report on Form 10-K of Waddell & Reed Financial, Inc., and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Kansas City, Missouri
August 25, 2000
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