UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2015
STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 1-9305 | 43-1273600 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Financial Plaza
501 North Broadway
St. Louis, Missouri 63102-2102
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (314) 342-2000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On June 16, 2015, Stifel Financial Corp. (the “Company”) filed a prospectus supplement to its Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “Commission”) (No. 333-201398) (the “Registration Statement”), under the Securities Act of 1933, as amended, registering for resale by the selling stockholders named therein of up to 1,394,073 shares of the Company’s common stock to be issued by the Company to the selling stockholders as share consideration in connection with the Company’s acquisition of Sterne Agee Group, Inc.
In connection with filing of such prospectus supplement, the Company is filing a legal opinion as Exhibit No. 5.1 to this current report on Form 8-K, which is incorporated by reference into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description of Exhibit | |
| 5.1 | Opinion of Bryan Cave LLP | |
| 23.1 | Consent of Bryan Cave LLP (included in Exhibit 5.1) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STIFEL | ||||||
| Date: June 16, 2015 | By: | /s/ Ronald J. Kruszewski | ||||
| Name: | Ronald J. Kruszewski | |||||
| Title: | Chairman and Chief Executive Officer | |||||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 5.1 | Opinion of Bryan Cave LLP | |
| 23.1 | Consent of Bryan Cave LLP (included in Exhibit 5.1) | |