k852407.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
May 25, 2007
Date of report (date of earliest event reported)
 
Raymond James Financial, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Florida
(State or Other Jurisdiction of Incorporation)
 
1-9109
 
59-1517485
(Commission File Number)
 
(IRS Employer Identification No.)
 
880 Carillon Parkway St. Petersburg, FL 33716
(Address of Principal Executive Offices)  (Zip Code)
 
(727) 567-1000
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(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:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 24, 2007, the Board of Directors of the Company amended Article IV, Section 12 of the Company’s By-Laws as follows.

The text of the amendment to the By-laws indemnification provisions (new text in bold, deleted text in [ ]) follows.

Section 12.  The Company shall:

(a)  Indemnify any person made a party to an action by or in the right of the Company to procure a judgment in its favor by reason of his or her being or having been (i) a director or officer of the Company, or of any other corporation, firm, association or entity which he or she served as such with [at] the approval [request] of the Chief Executive Officer of the Company, or (ii) a Trustee of any employee benefit plan or trust or other program sponsored by the Company or any subsidiary of the Company, against the reasonable expenses, including attorneys’ fees, incurred by him or her in connection with the defense or settlement of such action, or in connection with an appeal therein, except in any case where such person is adjudged in a final adjudication to have been guilty of conduct as to which, as a matter of  law, no such indemnification may be made;

(b)  Indemnify any person made a party to an action, suit or proceeding, other than one by or in the right of the Company to procure a judgment in its favor, whether civil or criminal, brought to impose a liability or penalty on such person for an act alleged to have been committed by such person in his or her capacity as[of] (i) a director or officer of the Company, or of any other corporation, firm, association or entity which he or she served as such with [at] the approval [request] of the Chief Executive Officer of the Company, or (ii) a Trustee of any employee benefit plan or trust or other program sponsored by the Company or any subsidiary of the Company, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred as a result of such action, suit or proceeding, or any appeal therein, unless the Board of Directors determines that such person did not act in good faith in the reasonable belief that such action was in the best interests of the Company. The termination of any such civil or criminal action, suit or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere shall not in itself disqualify such person from indemnification except in any case where such person is adjudged in a final adjudication to have been guilty of conduct as to which, as a matter of law, no such indemnification may be made;

(c)  Advance the payment of expenses, including attorneys’ fees, to any person entitled to indemnification hereunder during the pendency of any claim, action or proceeding, unless otherwise determined by the Board of Directors in any case.

The foregoing rights of reimbursement or indemnification shall not be exclusive of other rights to which any such person may otherwise be entitled and, in the event of his or her death, shall extend to his or her legal representatives.

(d)           In any instance where more than one person is entitled to reimbursement of attorneys’ fees pursuant to this Section 12, the Company shall select one attorney to serve as attorney for all such persons, unless, in the opinion of the attorney selected by the Company, a conflict of interest exists which would prevent representation by that attorney of one or more persons.  Notwithstanding the foregoing provision, any person may at any time decide to be represented by an attorney of his choosing, at his own expense.

(e)           The Company may enter into indemnification agreements with members of the Board of Directors which may provide for further or expanded indemnification rights or otherwise modify the rights provided under this Section 12.






 
 

 




Item 7.01 Regulation FD Disclosure

On May 25, 2007, Raymond James Financial, Inc. issued a press release disclosing operating data for April 2007.  A copy of the operating data release is attached as Exhibit 99.1 to this report.  In a separate release dated the same day, the Company announced its quarterly dividend on the Company's common stock.  A copy of the dividend release is attached as Exhibit 99.2 to this report. Both releases disclosed the Company’s upcoming first analyst conference and how investors could access a recording of that conference on the Company’s website.

The information furnished herein, including Exhibits 99.1 and 99.2, is not deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section.  This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.

Item 9.01 Financial Statements and Exhibits

(d) The following are filed as exhibits to this report:

Exhibit No.

3(ii) Amended and Restated By-Laws of Raymond James Financial, Inc. reflecting amendments adopted by the Board of Directors on May 24, 2007.  Filed herewith

99.1 Press release dated May 25, 2007 issued by Raymond James Financial, Inc.

99.2 Press release dated May 25, 2007 issued by Raymond James Financial, Inc.



SIGNATURES


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.

 
RAYMOND JAMES FINANCIAL, INC.
   
   
Date: May 29, 2007
By:
/s/ Thomas A James
   
Thomas A. James
Chairman and Chief Executive Officer
     
 
By:
/s/ Jeffrey P. Julien
   
Jeffrey P. Julien
   
Senior Vice President - Finance
   
and Chief Financial Officer