S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on December 2, 1997
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
Telephone No.: (215) 963-5000
Fax No.: (215) 963-5299
December 2, 1997
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: SEI Investments Company (File No. 0-10200)
Registration Statement on Form S-8
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Dear Sir or Madam:
On behalf of SEI Investments Company (the "Company"), we have filed with the
Securities and Exchange Commission (the "Commission") via the EDGAR system today
a Registration Statement on Form S-8 (the "Registration Statement") that relates
to the registration by the Company of 1,000,000 shares of common stock of the
Company, and, pursuant to Rule 416(c) under the Securities Act of 1933, an
indefinite amount of interests to be offered or sold, pursuant to the SEI
Investments Capital Accumulation Plan.
Payment to the Commission in the amount of $12,390 for the applicable
registration fee has been previously transmitted by the Company by wire transfer
of funds to the Commission's designated lock box depositary at Mellon Bank (ABA
#043000261) in Pittsburgh, Pennsylvania, account number 9108739.
If you have any questions with respect to the Registration Statement, please do
not hesitate to telephone the undersigned at 215-963-5167 or N. Jeffrey Klauder
at 215-963-5694.
Sincerely yours,
/s/ Martin S. Nelson
Martin S. Nelson
Attachment
cc: Kevin P. Robins
N. Jeffrey Klauder
As filed with the Securities and Exchange Commission on December 2, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SEI INVESTMENTS COMPANY
(Exact name of issuer as specified in its charter)
Pennsylvania 23-1707341
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
1 Freedom Valley Drive
Oaks, Pennsylvania 19456-1100
(610) 676-1000
(Address of principal executive offices)
SEI INVESTMENTS CAPITAL ACCUMULATION PLAN
(Full title of the plans)
Kevin P. Robins, Esq.
SEI Investments Company
1 Freedom Valley Drive
Oaks, Pennsylvania 19456-1100
(Name and address of agent for service)
(610) 676-1000
(Telephone number, including area code, of agent for service)
_______________
Copy to:
N. Jeffrey Klauder
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-5694
_______________
CALCULATION OF REGISTRATION FEE
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(1) This registration statement covers shares of Common Stock of SEI
Investments Company which may be offered or sold pursuant to the SEI
Investments Capital Accumulation Plan. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein. Pursuant to Rule 457(h)(2),
no separate registration fee is required with respect to the interests in
the plan. This registration statement also relates to an indeterminate
number of shares of Common Stock that may be issued upon stock splits,
stock dividends or similar transactions in accordance with Rule 416.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices for a share of Common Stock on November
24, 1997, as reported on the NASDAQ System.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: proposed maximum aggregate offering price multiplied by .000295.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents, as filed by SEI Investments Company with the
Securities and Exchange Commission, are incorporated by reference in this
Registration Statement and made a part hereof:
(a) The Registrant's annual report for the fiscal year ended December 31,
1996 (Form 10-K), Commission File No. 0-10200, filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
(b) Annual Report on Form 11-K of the SEI Investments Capital Accumulation
Plan (the "Plan") for the fiscal year ended December 31, 1996 which was
filed today by the Plan pursuant to General Instruction A.2.(ii) to Form
S-8.
(c) The Registrant's Quarterly Reports (Form 10-Q) for the quarterly
periods ended March 31, 1997, June 30, 1997 and September 30, 1997 filed
pursuant to Section 13(a) or 15(d) of the Exchange Act.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.
(e) The description of the Common Stock of the Registrant contained in the
Registrant's most recent registration statements filed under the Exchange
Act, including any amendment or report filed for the purpose of updating
such descriptions.
All reports and other documents subsequently filed by the Registrant or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Experts
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The consolidated financial statements and schedule of SEI Investments
Company and subsidiaries included in SEI Investments Company's 1996 Annual
Report on Form 10-K which are incorporated by reference in this registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
reports.
The financial statements of the SEI Investments Capital Accumulation Plan
as of December 31, 1996 included in its 1996 Annual Report on Form 11-K which
are incorporated by reference in this registration statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
ITEM 4. Description of Securities.
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Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL") provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such provided that
the particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses. The corporation is required
to indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.
Section 1713 of the PBCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for
monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute.
Section 1746 of the PBCL grants a corporation broad authority to indemnify
its directors, officers and other agents for liabilities and expenses incurred
in such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
Section 3.01(b) of the Registrant's Bylaws provides that a director shall
not be personally liable for monetary damages for any action taken, or any
failure to take any action, unless the director has breached or failed to
perform the duties of his or her office and the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. These provisions
do not apply to the responsibility or liability of a director pursuant to any
criminal statute or the liability of a director for the payment of taxes
pursuant to local, state or federal law.
Section 7.01 of the Registrant's Bylaws provides that the Registrant shall
indemnify directors and officers against any liability incurred in connection
with any proceeding in which the director or officer may be involved by reason
of the fact that such person was serving in an indemnified capacity, including
without limitation liabilities resulting from any actual or alleged breach or
neglect of duty, error, misstatement or misleading statement, negligence, gross
negligence or act giving rise to strict products liability, except where such
indemnification is expressly prohibited by applicable law or where the conduct
has been determined to constitute willful misconduct or recklessness.
Section 7.04 of the Registrant's Bylaws provides that the Registrant may
maintain insurance or use any other arrangement to satisfy or secure its
indemnification obligations.
II-2
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Exhibit(1)
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23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Arthur Andersen LLP.
99(a) SEI Corporation Capital Accumulation Plan as Amended and Restated
Effective as of January 1, 1992 (with amendments adopted through
December 31, 1994).
99(b) Amendment 1995-1 to the SEI Corporation Capital Accumulation Plan.
99(c) Amendment 1995-2 to the SEI Corporation Capital Accumulation Plan.
99(d) Amendment 1995-3 to the SEI Corporation Capital Accumulation Plan.
99(e) Resolutions of the Board of Directors of SEI Investments Company dated
October 15, 1997 amending the SEI Corporation Capital Accumulation
Plan (including a name change of such plan to SEI Investments Capital
Accumulation Plan).
_________________
(1) In lieu of an opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), and an Internal Revenue Service ("IRS")
determination letter that the Plan is qualified under Section 401 of
the Internal Revenue Code of 1986, as amended, the Registrant hereby
undertakes to submit the Plan and any amendments thereto to the IRS in
a timely manner and will make all changes required by the IRS in order
to qualify the Plan.
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; 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;
II-3
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
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 of 1933, 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 that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the Plan's respective annual
reports 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.
(c) 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
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1933, as amended, the Registrant 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 Oaks, Commonwealth of Pennsylvania on December
2, 1997.
SEI INVESTMENTS COMPANY
By: /s/ Alfred P. West, Jr.
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Alfred P. West, Jr.
Chairman of the Board, Chief Executive
Officer, and Director
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
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SEI Investments Capital Accumulation Plan Committee has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, City of Oaks, Commonwealth of Pennsylvania on December 2, 1997.
SEI INVESTMENTS CAPITAL ACCUMULATION PLAN
By: SEI INVESTMENTS CAPITAL ACCUMULATION PLAN
By: /s/ Carmen V. Romeo
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Carmen V. Romeo
Chairman
S-1
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ Alfred P. West, Jr. Chairman of the Board, Chief December 2, 1997
- -------------------------- Executive Officer, and Director
Alfred P. West, Jr.
/s/ Carmen V. Romeo Executive Vice President and December 2, 1997
- -------------------------- Director
Carmen V. Romeo
/s/ Richard B. Lieb Executive Vice President and December 2, 1997
- -------------------------- Director
Richard B. Lieb
/s/ William M. Doran Director December 2, 1997
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William M. Doran
S-2
Exhibit Index
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23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Arthur Andersen LLP.
99(a) SEI Corporation Capital Accumulation Plan as Amended and Restated
Effective as of January 1, 1992 (with amendments adopted through
December 31, 1994).
99(b) Amendment 1995-1 to the SEI Corporation Capital Accumulation Plan.
99(c) Amendment 1995-2 to the SEI Corporation Capital Accumulation Plan.
99(d) Amendment 1995-3 to the SEI Corporation Capital Accumulation Plan.
99(e) Resolutions of the Board of Directors of SEI Investments Company dated
October 15, 1997 amending the SEI Corporation Capital Accumulation
Plan (including a name change of such plan to SEI Investments Capital
Accumulation Plan).