-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Iah89WvtuHLLjjPUgw9NfInK5VhxvNVynLXJCf//4sgq4+BbJNVIZkDeH9pj17mk KlFpgt1C8w6Iq+cES7jRFg== 0000038777-99-000425.txt : 19990722 0000038777-99-000425.hdr.sgml : 19990722 ACCESSION NUMBER: 0000038777-99-000425 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990721 EFFECTIVENESS DATE: 19990721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN RESOURCES INC CENTRAL INDEX KEY: 0000038777 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 132670991 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-83377 FILM NUMBER: 99667857 BUSINESS ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD STREET 2: 6TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 6503123000 MAIL ADDRESS: STREET 1: FRANKLIN RESOURCES INC STREET 2: 901 MARINERS ISLAND BLVD 6TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94404 S-8 1 As filed with the Securities and Exchange Commission on July 21, 1999 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 FRANKLIN RESOURCES, INC. ----------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 13-2670991 ----------------------------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 777 Mariners Island Blvd., San Mateo, CA 94404 ----------------------------------------------------------------- (Address, Including Zip Code, of Principal Executive Offices) FRANKLIN RESOURCES, INC. 1998 UNIVERSAL STOCK INCENTIVE PLAN ----------------------------------------------------------------- (Full Title of Plan) Leslie M. Kratter, Esq. Vice President and Secretary Franklin Resources, Inc. 777 Mariners Island Blvd., San Mateo, California 94404-1585 (650) 312-2000 ----------------------------------------------------------------- (Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Jeffrey E. Tabak, Esq. Weil, Gotshal & Manges, LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 --------------------------- Page 1 CALCULATION OF REGISTRATION FEE ----------------------------------------------------------------- Title of Amount to Proposed Proposed Amount of Securities be Maximum Maximum Registration to be Registered Offering Aggregate Fee(2) Registered (1) Price Per Offering Share(2) Price(2) ----------------------------------------------------------------- Common Stock, par value $0.10 per share 3,000,000 $38.6875 $116,062,500 $32,265.38 - ----------------------------------------------------------------------------- (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the proposed maximum aggregate offering price and the Registration fee are based upon the average of the high and low composite prices per share of the Registrant's Common Stock reported on the New York Stock Exchange on July 20, 1999. ----------------------------------------------------------------- INTRODUCTION This Registration Statement on Form S-8 is filed by Franklin Resources, Inc., a Delaware corporation (the "Company" or the "Registrant"), relating to 3,000,000 shares of Common Stock of the Company (the "Shares") to be issued from time to time in accordance with the terms of the Company's 1998 Universal Stock Incentive Plan, to be registered hereby, which Shares are in addition to the 3,000,000 shares of Common Stock of the Company registered on the Company's Form S-8 filed on December 31, 1998 (Commission File No. 333-70035) (the "Prior Registration Statement"). Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement, except as otherwise set forth in this Registration Statement, are incorporated by reference herein. Item 8. Exhibits. 4(a) Registrant's Certificate of Incorporation, as filed November 28, 1969, incorporated by reference to Exhibit (3)(i) to the Company's Annual Report on Form 10- K for the fiscal year ended September 30, 1994 (the "1994 Annual Report") (File No. 1-9318) 4(b) Registrant's Certificate of Amendment of Certificate of Incorporation, as filed March 1, 1985, incorporated by reference to Exhibit (3)(ii) to the 1994 Annual Report 4(c) Registrant's Certificate of Amendment of Certificate of Incorporation, as filed April 1, 1987, incorporated by reference to Exhibit (3)(iii) to the 1994 Annual Report 4(d) Registrant's Certificate of Amendment of Certificate of Incorporation, as filed February 2, 1994, incorporated by reference to Exhibit (3)(iv) to the 1994 Annual Report Page 2 4(e) Registrant's By-laws, as filed February 14, 1995, incorporated by reference to Exhibit (3)(v) to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994 (File No. 1-9318) 5 Opinion of Weil, Gotshal & Manges, LLP. 23(a) Consent of PricewaterhouseCoopers LLP. 23(b) Consent of Weil, Gotshal & Manges, LLP (included in its opinion which appears as Exhibit 5 to this Registration Statement). 25 Power of attorney (included as part of the signature pages to this Registration Statement and incorporated herein by reference). 99 Franklin Resources, Inc. 1998 Universal Stock Incentive Plan incorporated by reference to Exhibit A to Registrant's Proxy Statement filed electronically on December 23, 1998 under cover of Schedule 14A in connection with its Annual Meeting of Stockholders held on January 28, 1999. Page 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant hereby 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 San Mateo, State of California, on the 21st day of July, 1999. FRANKLIN RESOURCES, INC. By: /s/ Leslie M. Kratter Leslie M. Kratter Vice President and Secretary The undersigned officers and directors of Franklin Resources, Inc., hereby severally constitute Harmon E. Burns and Leslie M. Kratter, and any of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our name in the capacities indicated below, any and all amendments to this Registration Statement on Form S-8 filed by Franklin Resources, Inc. with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in such capacities to enable Franklin Resources, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys, or any of them, to any and all such amendments. 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. FRANKLIN RESOURCES, INC. Date: July 21, 1999 By: /s/ Charles B. Johnson Charles B. Johnson, President, Chief Executive Officer and Director Date: July 21, 1999 By: /s/ Harmon E. Burns Harmon E. Burns, Executive Vice President and Director Date: July 21, 1999 By: /s/ Rupert H. Johnson Rupert H. Johnson, Jr., Executive Vice President and Director Date: July 21, 1999 By: ______________________________ Charles E. Johnson, Senior Vice President and Director Page 5 Date: July 21, 1999 By: /s/ Martin L. Flanagan Martin L. Flanagan, Senior Vice President and Chief Financial Officer Date: July 21, 1999 By: /s/ Kenneth A. Lewis Kenneth A. Lewis, Vice President and Corporate Controller Date: July 21, 1999 By: /s/ F. Warren Hellman F. Warren Hellman, Director Date: July 21, 1999 By: /s/ Harry O. Kline Harry O. Kline, Director Date: July 21, 1999 By: /s/ James A. McCarthy James A. McCarthy, Director Date: July 21, 1999 By: _____________________________ Peter M. Sacerdote, Director Date: July 21, 1999 By: _____________________________ Louis E. Woodworth, Director Page 6 Exhibit Index Exhibit Number Description 4(a) Registrant's Certificate of Incorporation, as filed November 28, 1969, incorporated by reference to Exhibit (3)(i) to the Company's Annual Report on Form 10- K for the fiscal year ended September 30, 1994 (the "1994 Annual Report") (File No. 1-9318) 4(b) Registrant's Certificate of Amendment of Certificate of Incorporation, as filed March 1, 1985, incorporated by reference to Exhibit (3)(ii) to the 1994 Annual Report 4(c) Registrant's Certificate of Amendment of Certificate of Incorporation, as filed April 1, 1987, incorporated by reference to Exhibit (3)(iii) to the 1994 Annual Report 4(d) Registrant's Certificate of Amendment of Certificate of Incorporation, as filed February 2, 1994, incorporated by reference to Exhibit (3)(iv) to the 1994 Annual Report 4(e) Registrant's By-laws, as filed February 14, 1995, incorporated by reference to Exhibit (3)(v) to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994 (File No. 1-9318) 5 Opinion of Weil, Gotshal & Manges, LLP. 23(a) Consent of PricewaterhouseCoopers LLP. 23(b) Consent of Weil, Gotshal & Manges, LLP (included in its opinion which appears as Exhibit 5 to this Registration Statement). 25 Power of attorney (included as part of the signature pages to this Registration Statement and incorporated herein by reference). 99 Franklin Resources, Inc. 1998 Universal Stock Incentive Plan incorporated by reference to Exhibit A to Registrant's Proxy Statement filed electronically on December 23, 1998 under cover of Schedule 14A in connection with its Annual Meeting of Stockholders held on January 28, 1999. Page 7 Exhibit 5 OPINION AND CONSENT OF WEIL, GOTSHAL & MANGES, LLP WEIL, GOTSHAL & MANGES, LLP 767 Fifth Avenue, New York, NY 10153-0119 (212) 310-8000 FAX: (212) 310-8007 July 21, 1999 Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, California 94404 Ladies and Gentlemen: We have acted as counsel to Franklin Resources, Inc. (the "Company") in connection with the filing of the Registration Statement on Form S-8 (the "Registration Statement") by the Company with the Securities and Exchange Commission on July 21, 1999 with respect to three million (3,000,000) shares of common stock of the Company, par value $0.10 per share (the "Common Stock"), being registered in connection with the Company's 1998 Universal Stock Incentive Plan (the "Plan"). In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinion 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 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 this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company. We have also assumed the valid existence of the Company. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Common Stock reserved for issuance upon the exercise of options or rights or shares granted or to be granted under the Plan will be, when issued and paid for upon such exercise or grant in accordance with the provisions of the Plan, validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. We further consent to any and all references to our firm in the Registration Statement. The opinion expressed herein is limited to the corporate laws of the State of Delaware and the federal laws of the United States, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. Very truly yours, /s/ Weil, Gotshal & Manges, LLP Page 8 Exhibit 23(a) CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Franklin Resources, Inc. on Form S-8 (Registration No. 333-70035)for the 1998 Universal Stock Incentive Plan of our report dated October 23, 1998 on our audit of the consolidated financial statements of Franklin Resources, Inc. and subsidiaries as of September 30, 1998 and 1997 and for the years ended September 30, 1998, 1997 and 1996, which report is included in the Franklin Resources, Inc. Annual Report on Form 10-K/A for the fiscal year ended September 30, 1998. PricewaterhouseCoopers LLP San Francisco, California July 20, 1999 Page 9 Exhibit 23(b CONSENT OF WEIL, GOTSHAL & MANGES, LLP (included in Exhibit 5) Page 10 Exhibit 24 POWER OF ATTORNEY (included in the signature pages to this Registration Statement) -----END PRIVACY-ENHANCED MESSAGE-----