S-8 POS 1 s-8pos230065aug2021.htm S-8 POS Document

Registration No. 333-230065
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-230065
Under
The Securities Act of 1933

Raymond James Financial, Inc.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation or organization)
 
59-1517485
(IRS Employer Identification No.)
   
880 Carillon Parkway
St. Petersburg, Florida 33716
 (Address of Principal Executive Offices, Zip Code)
   
Raymond James Financial, Inc. Amended and Restated 2003 Employee Stock Purchase Plan
(Full title of the plan)
Paul M. Shoukry
Chief Financial Officer and Treasurer
880 Carillon Parkway
St. Petersburg, Florida 33716
(727) 567-1000
(Name, address and telephone number,
including area code, of agent for service)
 Please Send Copies of Communications To:
 
Jonathan N. Santelli, Esq.
Executive Vice President, General Counsel and Secretary
880 Carillon Parkway
St. Petersburg, Florida 33716
(727) 567-1000
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 þ
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 (4)
Common Stock, $.01 par value4,000,000 (3)$83.195 $332,780,000.00 $40,332.94 

(1)  The amount being registered includes an indeterminate number of shares of Common Stock which may be issuable as a result of stock splits, stock dividends and anti-dilution provisions and other terms, in accordance with Rule 416(a) under the Securities Act of 1933, as amended.




(2)  Estimated solely for the purpose of calculating the registration fee. Such estimate has been computed in accordance with Rule 457(c) and (h) based upon the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on February 28, 2019, namely $83.195.

(3)  This total represents the increase in the maximum number of shares authorized for issuance over the term of the Company’s Amended and Restated 2003 Employee Stock Purchase Plan from 7,375,000 shares, which were previously registered under the Company’s 2003 Employee Stock Purchase Plan, to 11,375,000.

(4)  The filing fee was previously paid.


EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 No. 333-230065 is filed to revise the reference to Rule 416 in footnote 1 to the “Calculation of Registration Fee” table to clarify that this Registration Statement also covers an indeterminate number of shares of the Registrant’s common stock, $0.01 par value per share, which may be issuable pursuant to the Raymond James Financial, Inc. Amended and Restated 2003 Employee Stock Purchase Plan as a result of stock splits, stock dividends and anti-dilution provisions and other terms, in accordance with Rule 416(a) under the Securities Act of 1933, as amended.



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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on August 23, 2021.

  RAYMOND JAMES FINANCIAL, INC.
   
  By:  /s/ PAUL M. SHOUKRY  
  Paul M. Shoukry
  Chief Financial Officer and Treasurer
(Principal Financial Officer)