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
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30-0168701
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification No.)
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800 Nicollet Mall, Suite 1000
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Minneapolis, Minnesota
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55402
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(Address of Principal Executive
Offices)
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(Zip Code)
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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
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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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
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Title of
securities to be registered
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Amount to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee (2)
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Common stock, par value $0.01 per share
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1,017,412
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$
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67.76
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$
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68,939,839.67
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$
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8,355.51
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(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 registrants 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.