As filed with the Securities and Exchange Commission on January 17, 2014
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE JONES FINANCIAL COMPANIES, L.L.L.P.
(Exact Name of Registrant as Specified in Its Charter)
|
MISSOURI (State of Other Jurisdiction of Incorporation or Organization) |
43-1450818 (IRS Employer Identification No.) |
12555 Manchester Road
St. Louis, Missouri 63131-3729
(314) 515-2000
(Address of Principal Executive Offices) (Zip Code)
2014 Employee Limited Partnership Interest Purchase Plan of
The Jones Financial Companies, L.L.L.P.
(Full Title of the Plan)
James A. Tricarico, Esq.
The Jones Financial Companies, L.L.L.P.
12555 Manchester Road
St. Louis, Missouri 63131-3729
(314) 515-2000
(Name and Address of Agent For Service)
Copies of all correspondence to:
Phillip R. Stanton, Esq.
Giles M. Walsh, Esq.
10 South Broadway
St. Louis, Missouri 63102
(314) 241-9090
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.
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
| (Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
|
Title of Each Class Of Securities To Be Registered
|
Amount To Be Registered |
Proposed Maximum Offering Price Per Unit |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
|
Limited Partnership Interests |
350,000 Interests |
$1,000 |
$350,000,000 |
$45,080 |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:
(a) The Registrant’s Annual Report on Form 10-K for its fiscal year ended December 31, 2012.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the annual report referred to in (a) above (other than portions of those documents furnished or otherwise not deemed to be filed).
(c) The description of the limited partnership interests in the Registrant, which is contained in the Registrant’s Registration Statement on Form 8-A filed under the Exchange Act, as updated in the Registrant's (i) Amendment No. 1 to Registration Statement on Form S-1, filed on September 3, 2010 and (ii) Form 8-K, filed on November 26, 2010.
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof (except for the portions of the Registrant’s Current Reports on Form 8-K which are furnished but not filed) and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall hereby be deemed to be incorporated by reference in this registration statement and a part hereof from the date of filing of such documents. Any statement contained herein, in an amendment hereto, or in any document incorporated or deemed to be incorporated herein by reference shall 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 document incorporated or deemed to be incorporated herein by reference, which statement is also incorporated herein by reference, 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. |
The securities to be offered are registered under Section 12 of the Exchange Act.
| Item 5. | Interests of Named Experts and Counsel. |
None.
| Item 6. | Indemnification of Directors and Officers. |
As general partners in a registered limited liability limited partnership, Missouri law provides that the Registrant's officers shall not be liable or accountable, directly or indirectly, including by way of indemnification, contribution, assessment or otherwise, for any debts, obligations and liabilities of, or chargeable to, the Registrant or its general partners, whether in tort, contract or otherwise, which are incurred, created or assumed by Registrant while Registrant is a registered limited liability limited partnership; provided, however, that this liability limitation does not affect the liability of the officers for: (i) such officer's own negligence, wrongful acts, omissions, misconduct or malpractice; (ii) such officer's liability for any taxes or fees administered by the department of revenue; (iii) any liabilities owed as determined by the division of employment security; and (iv) any local taxes.
Pursuant to the Registrant’s Eighteenth Amended and Restated Agreement of Registered Limited Liability Limited Partnership dated as of November 26, 2010 (the “Partnership Agreement”):
(a) The Registrant's officers are not liable to the Registrant or any other person for any loss or damages (including reasonable legal and experts’ fees, costs and expenses) arising from any and all claims, whether civil, criminal, administrative or investigative, incurred by reason of any act or omission performed or omitted by such officer on behalf of the Registrant or failure to act (even if such action, omission or failure to act constituted negligence on such officer's part) on behalf of the Registrant; provided, however, that the provision in the Partnership Agreement does not limit the liability of such officer (a) for fraud, (b) acts or omissions not in subjective good faith or which involve intentional misconduct or a knowing violation of law or which were grossly negligent, or (c) for any transaction in which such officer derived improper personal benefit.
(b) To the fullest extent permitted under applicable law, the Registrant must indemnify, defend and hold each officer harmless from and against any and all claims brought against such party arising out of or in connection to acts or omissions performed in connection with the business of the Registrant, and will indemnify and hold each such officer harmless from and against all resulting awards, settlements, damages liabilities, fines, costs and expenses (including reimbursement of reasonable attorneys’ and experts’ fees and court costs), to the extent that such claim results from or is attributable to acts or omissions performed or omitted to be performed by such officer unless such act was not: (a) in good faith on behalf of the Registrant, (b) in a manner reasonably believed by such officer to be within the scope of the authority granted to him/her by the Partnership Agreement, nor (c) in the best interests of the Registrant; provided, however, the Registrant will have no indemnification obligation for claims to the extent directly attributable to acts or omissions of an officer that constitute (i) fraud, (ii) acts or omissions of an officer not in subjective good faith or which involve intentional misconduct or a knowing violation of law or which were grossly negligent, or (c) for any transaction in which such officer derived improper personal benefit.
The Registrant's Directors, Officers and Corporate Liability/General Partners and Limited Partnership Liability Insurance Policy generally provides officers with a maximum of $10,000,000 aggregate coverage of, with certain exclusions and exceptions, defense costs, judgments, settlements, and damages for claims (a) of employment practice violations, (b) of breach of duty, neglect, error, misstatement, or misleading statement; (c) related to an omission or act in his capacity as an individual general partner; (d) against an officer solely by reason of his/her status as an individual general partner; and (e) against an officer in his capacity as director or officer of an outside entity if such service is at the request of the Partnership.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
See Exhibit Index attached hereto.
| Item 9. | Undertakings. |
| (a) | The 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;
(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; 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 periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 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 which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 County of St. Louis, State of Missouri, on the 17 th day of January, 2014.
| THE JONES FINANCIAL COMPANIES, L.L.L.P. | |||
| By: | /s/ James D. Weddle | ||
| James D. Weddle | |||
| Managing Partner | |||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Signatures | Title | Date | ||
| /s/ James D. Weddle |
Managing Partner (Principal Executive Officer) |
January 17, 2014 | ||
| James D. Weddle | ||||
| /s/ Kevin Bastien | ||||
| Kevin Bastien |
Chief Financial Officer
(Principal Financial Officer and
|
January 17, 2014 |
EXHIBIT INDEX
| Exhibit No. | Description |
| 4.1 | Eighteenth Amended and Restated Agreement of Registered Limited Liability Limited Partnership of the Registrant, dated as of November 26, 2010, incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K dated November 26, 2010. |
| 5.1 | Opinion of Greensfelder, Hemker & Gale, P.C. |
| 23.1 | Consent of PricewaterhouseCoopers LLP. |
| 23.2 | Consent of Greensfelder, Hemker & Gale, P.C. (included in Exhibit 5.1). |
| 99.1 | The Jones Financial Companies, L.L.L.P. 2014 Employee Limited Partnership Interest Purchase Plan |
Exhibit 5.1
January 17, 2014
The Jones Financial Companies, L.L.L.P.
12555 Manchester Road
St. Louis, Missouri 63131-3729
Ladies and Gentlemen:
We have acted as counsel to The Jones Financial Companies, L.L.L.P., a Missouri registered limited liability limited partnership (the “Partnership”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the registration statement of the Partnership on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, with respect to the issuance by the Partnership of up to 350,000 Limited Partnership Interests (the “Interests”) pursuant to the 2014 Employee Limited Partnership Interest Purchase Plan of the Partnership (the “Plan”) and the Partnership’s Eighteenth Amended and Restated Agreement of Registered Limited Liability Limited Partnership, dated as of November 26, 2010, as such may be amended and restated from time to time (the “Partnership Agreement”).
In so acting, we have examined the Missouri Revised Uniform Limited Partnership Act, originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the Plan, the Partnership Agreement, and such partnership records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Partnership, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Partnership.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that, upon issuance and delivery in accordance with the Plan, the Interests will be validly issued and holders of the Interests will have no obligation to make payments or contributions to the Partnership or its creditors solely by reason of their ownership of the Interests.
In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinion set forth herein is further subject to the following qualifications, limitations and exceptions:
We do not render any opinions except as set forth above and the opinion set forth herein is made as of the date hereof. The opinion expressed herein is based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise.
EXHIBIT 5.1
We hereby consent to the inclusion of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm in the Registration Statement. We also consent to your filing copies of this opinion letter with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the Interests.
| Very truly yours, | ||
| GREENSFELDER, HEMKER & GALE, P.C. | ||
| By | /s/ Greensfelder, Hemker & Gale, P.C. | |
| Greensfelder, Hemker & Gale, P.C. | ||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 1, 2013 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in The Jones Financial Companies, L.L.L.P.'s Annual Report on Form 10-K for the year ended December 31, 2012.
/s/ PricewaterhouseCoopers LLP
Saint Louis, Missouri
January 17, 2014
Exhibit 99.1
THE JONES FINANCIAL COMPANIES, L.L.L.P.
2014 EMPLOYEE LIMITED PARTNERSHIP
INTEREST PURCHASE PLAN
| 1. | Title |
This plan (the "Plan") shall be known as the 2014 Employee Limited Partnership Interest Purchase Plan of The Jones Financial Companies, L.L.L.P (the "Partnership").
| 2. | Purpose |
The primary purpose of the Plan is to provide incentives to attract, retain, compensate, and motivate "Employees" (as that term is defined in the instructions to Form S-8) of the Partnership and its Subsidiaries by offering them an opportunity to participate in the Partnership’s future financial performance. Pursuant to the Plan, certain Employees ("Participants") may be granted an opportunity to acquire limited partnership interests (“Interests”) in the Partnership (an "Award"). As used herein, “Subsidiaries” include any entity the Partnership wholly owns (directly or indirectly).
| 3. | Participants |
Participants shall be selected by the Partnership.
| 4. | Interests Covered by the Plan |
The total number of Interests covered by the Plan shall be 350,000. This number of Interests shall be adjusted to reflect any subsequent Interest splits, reverse Interest splits or similar matters affecting the number of outstanding Interests of the Partnership. Awards not exceeding this number may be granted to Participants by the Partnership. In the event any Award is canceled or expires, the Partnership may include such Interests in another Award. The rights, responsibilities and obligations related to the Interests are set forth in and governed by the Partnership's Eighteenth Amended and Restated Agreement of Registered Limited Liability Limited Partnership dated as of November 26, 2010, as may be amended from time to time (the "Partnership Agreement").
| 5. | Awards - Description |
Each Award shall represent the right to purchase that number of Interests described therein at and within the time period specified therein. Interests shall not be issued at the time the Award is granted, but only if and when the Participant exercises his or her right to purchase the Interests in accordance with the terms of the Award and this Plan. The purchase price of each full Interest shall be $1,000 payable by the Participant as provided in Section 7 of this Plan, with a minimum purchase of at least $5,000. Awards may be conditioned in any manner the Partnership may determine and set forth in the Award. Prior to exercise of an Award by a Participant, such Award may be canceled by the Partnership in its sole discretion.
| 6. | Awards - Granting |
Awards may be granted as follows:
(a) Awards. The Partnership will determine the Participants and establish the amount, duration and other terms, if any, of the Awards. In making its determination of who shall be Participants and the amount, duration and other terms of each Award, the Partnership shall take into account such factors as the Participant’s level of responsibility, job performance, branch profitability, potential for growth, years of experience, level and types of compensation and such other factors as the Partnership deems relevant. Awards may be granted throughout the term of the Plan.
| 1 |
(b) Notice of Awards. Upon granting of any Award by the Partnership, the Participant shall be advised as to the amount, duration and other terms of the Award.
| 7. | Payment by Participants; Additional Documentation |
As designated in the Award, a Participant shall pay for the Interests awarded to such Participant in cash at and within the time period established by the Partnership for the exercise of such Award or such Participant shall forfeit his or her right to purchase such Interests. If a Participant is granted an Award under the Plan and elects to participate, such Participant will subscribe by executing and delivering a subscription agreement and power of attorney to the Partnership, each substantially in the form approved by the Partnership. Each Participant shall also execute such additional documents and take such further action as the Partnership may reasonably request.
| 8. | Purchase Date |
After a Participant’s funds are received by the Partnership, such funds will be used to purchase Interests from the Partnership on the date specified in the Award or as otherwise determined by the Partnership. Any Participant not already a limited partner of the Partnership will become a limited partner of the Partnership on the purchase date.
| 9. | Use of a Committee to Administer the Plan |
A committee consisting of one or more general partners of the Partnership, which may include the Partnership's managing partner ("Managing Partner"), shall be appointed by the Managing Partner of the Partnership (the "Committee") to administer the Plan. Committee members shall serve at the pleasure of the Managing Partner.
The Committee shall have full power and authority to act on behalf of the Partnership in all matters related to the Plan, including, but not limited to, interpreting the Plan, establishing rules relating to the Plan which it deems appropriate, and making other determinations which it believes necessary and advisable for the proper administration of the Plan. Decisions of the Committee in matters relating to the Plan shall be final and conclusive. The Committee’s determinations under the Plan, including, without limitation, determinations as to Participants or Awards, need not be uniform. Members of the Committee shall not be eligible to participate in the Plan.
| 10. | Costs of Administering the Plan |
All costs and expenses of administering the Plan shall be borne by the Partnership.
| 11. | Amendments and Termination |
The Partnership may amend the Plan at any time either retroactively or prospectively or terminate or suspend the Plan, any Participant's participation in the Plan, or any Award at any time for any reason.
| 12. | Non-Assignability |
Awards are non-transferable and may not be assigned or pledged by any Participant at any time and no recognition shall be given to any attempt to assign any rights hereunder.
| 13. | Inception Date; End Date |
The inception date of this Plan shall be January 17, 2014. The Plan will continue in effect until December 31, 2024, unless earlier terminated or extended by the Partnership.
| 2 |
| 14. | Choice of Law |
The validity, construction and effect of the Plan and any actions relating to the Plan shall be determined in accordance with the laws of the State of Missouri without giving effect to any choice of law provisions.
| 15. | Arbitration |
BY PARTICIPATING IN THE PLAN, ALL PARTICIPANTS AGREE THAT any dispute, claim or controversy arising under OR RELATED TO this Plan shall be resolved by arbitration and without resort to litigation in court. Any arbitration proceedings shall be conducted in accordance with the FINANCIAL INDUSTRY REGULATORY AUTHORITY Code of Arbitration Procedure then in effect. This agreement to arbitrate disputes shall survive the termination of THE PLAN. This provision shall in no way affect or impair THE PARTNERSHIP's right to obtain equitable relief from a court of competent jurisdiction, which relief may remain in full force and effect pending the outcome of arbitration proceedings.
| 3 |