As filed with the Securities and Exchange Commission on October 31, 2018

Registration No. 333-     

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

 


 

PIPER JAFFRAY COMPANIES

(Exact name of registrant as specified in its charter)

 

Delaware

 

30-0168701

(State or other jurisdiction of

 

(IRS Employer

incorporation or organization)

 

Identification No.)

 

 

 

800 Nicollet Mall, Suite 1000

 

 

Minneapolis, Minnesota

 

55402

(Address of Principal Executive
Offices)

 

(Zip Code)

 


 

PIPER JAFFRAY COMPANIES AMENDED AND RESTATED

2003 ANNUAL AND LONG-TERM INCENTIVE PLAN

(as amended May 13, 2015)

(Full title of the plan)

 


 

John W. Geelan

General Counsel and Secretary

Piper Jaffray Companies

800 Nicollet Mall, Suite 1000

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, 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 o

Non-accelerated filer o

 

Smaller reporting company o

 

 

Emerging growth company o

 

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. o

 

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 (2)

 

Common stock, par value $0.01 per share 

 

1,017,412

 

$

67.76

 

$

68,939,839.67

 

$

8,355.51

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)          This registration statement shall also cover any additional shares of common stock, par value $0.01 per share (the “Common Stock”), of the registrant which become issuable with respect to the shares of Common Stock registered hereunder for issuance under the Piper Jaffray Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (as amended May 13, 2015) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock.

 

(2)          Estimated solely for purposes of calculating the registration fee, pursuant to Rule 457(c) and Rule 457(h), based on the average of the high and low sale prices per share of Common Stock on October  25 , 2018, as reported on the New York Stock Exchange.

 

 

 


 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering an additional 1,017,412 shares of common stock, par value $0.01 per share (the “Common Stock”), of Piper Jaffray Companies, a Delaware corporation (the “Registrant”), to be issued pursuant to the Piper Jaffray Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (as amended May 13, 2015) (the “Plan”).  In accordance with Section E. of the General Instructions to Form S-8, the contents of the following Registration Statements on Form S-8 relating to the Plan previously filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference: File No. 333-111665, File No. 333-122494, File No. 333-142699, File No. 333-150962, File No. 333-159360 and File No. 333-205229.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

The following are filed as exhibits to this Registration Statement:

 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

 

Method of Filing

4.1

 

Amended and Restated Certificate of Incorporation

 

(1)

4.2

 

Amended and Restated Bylaws

 

(2)

4.3

 

Form of Specimen Certificate for Piper Jaffray Companies Common Stock

 

(3)

4.4

 

Piper Jaffray Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (as amended May 13, 2015)

 

(4)

5.1

 

Opinion of Faegre Baker Daniels LLP

 

Filed herewith

23.1

 

Consent of Ernst & Young LLP

 

Filed herewith

23.2

 

Consent of Faegre Baker Daniels LLP

 

Included in Exhibit 5.1

24.1

 

Power of Attorney

 

Filed herewith

 


(1)

 

Filed as Exhibit 3.1 to the Company’s 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.

(2)

 

Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 5, 2016, and incorporated herein by reference.

(3)

 

Filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Commission on February 26, 2018, and incorporated herein by reference.

(4)

 

Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on May 14, 2015, and incorporated herein by reference.

 

2


 

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 Minneapolis, State of Minnesota, on October 31, 2018.

 

 

PIPER JAFFRAY COMPANIES

 

(Registrant)

 

 

 

 

 

 

 

By:

/s/ Chad R. Abraham

 

 

Name: Chad R. Abraham

 

 

Title: Chief Executive 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 date indicated.

 

SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

/s/ Chad R. Abraham

 

Chief Executive Officer and Director

 

October 31, 2018

Chad R. Abraham

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Timothy L. Carter

 

Chief Financial Officer

 

October 31, 2018

Timothy L. Carter

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

 

*

 

Chairman

 

October 31, 2018

Andrew S. Duff

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 31, 2018

William R. Fitzgerald

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 31, 2018

B. Kristine Johnson

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 31, 2018

Addison L. Piper

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 31, 2018

Debbra L. Schoneman

 

 

 

 

 

3


 

*

 

Director

 

October 31, 2018

Thomas S. Schreier, Jr.

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 31, 2018

Sherry M. Smith

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 31, 2018

Philip E. Soran

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 31, 2018

Scott C. Taylor

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 31, 2018

Michele Volpi

 

 

 

 

 

*                John W. Geelan, by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to the powers of attorney duly executed by such individuals which have been filed as an exhibit to this Registration Statement.

 

 

By:

/s/ John W. Geelan

 

 

Name: John W. Geelan

 

 

Title: Attorney-in-Fact

 

4


Exhibit 5.1

 

 

Faegre Baker Daniels LLP

2200 Wells Fargo Center · 90 South Seventh Street

Minneapolis · Minnesota 55402-3901

Phone +1 612 766 7000

Fax +1 612 766 1600

 

 

October 31, 2018

 

Board of Directors of

Piper Jaffray Companies

800 Nicollet Mall, Suite 1000

Minneapolis, Minnesota 55402

 

Ladies and Gentlemen:

 

We have acted as counsel to Piper Jaffray Companies, a Delaware corporation (the “ Company ”), in connection with the Registration Statement on Form S-8 (the “ Registration Statement ”) filed by the Company with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to the registration of an additional 1,017,412 shares (the “ Shares ”) of common stock, par value $0.01 per share, of the Company, to be issued by the Company pursuant to the Piper Jaffray Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (as amended May 13, 2015) (the “ Plan ”).

 

For purposes of this opinion letter, we have examined the Plan, the Registration Statement, the Amended and Restated Certificate of Incorporation, as currently in effect, and the Amended and Restated Bylaws, as currently in effect, of the Company, and the resolutions of the Company’s board of directors authorizing the issuance of the Shares. We have also examined a certificate of the Secretary of the Company dated the date hereof (the “Certificate”) and originals, or copies certified or otherwise authenticated to our satisfaction, of such corporate and other records, agreements, instruments, and documents as we have deemed necessary as a basis for the opinions hereinafter expressed and have made such examination of statutes and decisions and reviewed such questions of law as we have deemed relevant and necessary in connection with the opinions hereinafter expressed.  As to questions of fact material to this opinion letter, we have relied upon certificates, statements or representations of public officials, of officers and other representatives of the Company (including the Certificate), and of others, without any independent verification thereof.

 

In rendering the opinions set forth below, we have assumed: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (v) the authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments, certificates and records we have reviewed; and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.  We have also assumed that the Company’s board of directors, or a duly authorized committee thereof, will have approved the issuance of each award under the Plan prior to the issuance thereof.

 

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, it is our opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance

 


 

and sale of the Shares and that, when (a) issued and sold as contemplated in the Registration Statement and in accordance with the Plan and the terms of the applicable awards granted under the Plan, and (b) where applicable, the consideration for the Shares specified in the Plan and the terms of any awards granted under the Plan has been received by the Company, the Shares will be validly issued, fully paid and nonassessable.

 

We are admitted to the practice of law in the State of Minnesota and the foregoing opinions, subject to the limitations and assumptions contained herein, are limited to the laws of that state and the Delaware General Corporation Law.

 

This opinion speaks only as of the date the Registration Statement becomes effective under the Securities Act, and we assume no obligation to revise or supplement this opinion thereafter.  This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

 

Very truly yours,

 

 

 

FAEGRE BAKER DANIELS LLP

 

 

 

 

 

By:

/s/ W. Morgan Burns

 

 

W. Morgan Burns

 


Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of shares of Piper Jaffray Companies common stock for the Piper Jaffray Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (as amended May 13, 2015) of our reports dated February 26, 2018, with respect to the consolidated financial statements of Piper Jaffray Companies and the effectiveness of internal control over financial reporting of Piper Jaffray Companies, included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Minneapolis, Minnesota

October 31, 2018

 


Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS:

 

That each person whose signature appears below, as a director and/or officer of Piper Jaffray Companies, a Delaware corporation (the “ Company ”), with its general offices in the City of Minneapolis, State of Minnesota, does hereby make, constitute and appoint Chad R. Abraham, Timothy L. Carter and John W. Geelan, or any one of them acting alone, his or her true and lawful attorneys, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities, to execute and sign a registration statement or registration statements on Form S-8 covering the registration of securities of the Company to be issued under the Piper Jaffray Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (as amended May 13, 2015) as approved by the Board of Directors of the Company, and any amendments or post-effective amendments to such registration statement or statements and documents in connection therewith, all to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as they might have done or could do if personally present and executing any of said documents.

 

Dated and effective as of October 31, 2018.

 

/s/ Chad R. Abraham

 

/s/ Debbra L. Schoneman

Chad R. Abraham, Chief Executive Officer and Director

 

Debbra L. Schoneman, Director

 

 

 

/s/ Timothy L. Carter

 

/s/ Thomas S. Schreier, Jr.

Timothy L. Carter, Chief Financial Officer

 

Thomas S. Schreier, Jr., Director

 

 

 

/s/ Andrew S. Duff

 

/s/ Sherry M. Smith

Andrew S. Duff, Chairman

 

Sherry M. Smith, Director

 

 

 

 /s/ William R. Fitzgerald

 

/s/ Philip E. Soran

William R. Fitzgerald, Director

 

Philip E. Soran, Director

 

 

 

 /s/ B. Kristine Johnson

 

/s/ Scott C. Taylor

B. Kristine Johnson, Director

 

Scott C. Taylor, Director

 

 

 

 /s/ Addison L. Piper

 

/s/ Michele Volpi

Addison L. Piper, Director

 

Michele Volpi, Director