-----BEGIN PRIVACY-ENHANCED MESSAGE-----

Proc-Type: 2001,MIC-CLEAR

Originator-Name: webmaster@www.sec.gov

Originator-Key-Asymmetric:

 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen

 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB

MIC-Info: RSA-MD5,RSA,

 PhnoSVDgCNpT6DjRD7RxRR9T6Ua+GEV10dtAbIOjgTP/uHphbo//4q9kZIhN5taH

 sJQ4DGdkQYe8kl6yev9zxg==

 

<SEC-DOCUMENT>0000950148-99-000980.txt : 19990503

<SEC-HEADER>0000950148-99-000980.hdr.sgml : 19990503

ACCESSION NUMBER:     0000950148-99-000980

CONFORMED SUBMISSION TYPE:   8-K

PUBLIC DOCUMENT COUNT:       2

CONFORMED PERIOD OF REPORT:  19990427

ITEM INFORMATION:    

ITEM INFORMATION:    

FILED AS OF DATE:     19990430

 

FILER:

 

    COMPANY DATA:

       COMPANY CONFORMED NAME:          JEFFERIES GROUP INC /DE/

       CENTRAL INDEX KEY:           0001084580

       STANDARD INDUSTRIAL CLASSIFICATION:    SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]

       IRS NUMBER:              954719745

       STATE OF INCORPORATION:         DE

       FISCAL YEAR END:         1231

 

    FILING VALUES:

       FORM TYPE:    8-K

       SEC ACT:     

       SEC FILE NUMBER:  001-14947

       FILM NUMBER:      99606494

 

    BUSINESS ADDRESS:

       STREET 1:     11100 SANTA MONICA BLVD

       CITY:         LOS ANGELES

       STATE:        CA

       ZIP:          90025

       BUSINESS PHONE:       3109141300

 

    MAIL ADDRESS:

       STREET 1:     11100 SANTA MONICA BLVD

       CITY:         LOS ANGELES

       STATE:        CA

       ZIP:          90025

 

    FORMER COMPANY:  

       FORMER CONFORMED NAME:   JEF HOLDING CO INC

       DATE OF NAME CHANGE:  19990419

</SEC-HEADER>

<DOCUMENT>

<TYPE>8-K

<SEQUENCE>1

<DESCRIPTION>FORM 8-K

<TEXT>

 

<PAGE>   1

 

 

                       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

 

 

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 27, 1999

 

                              Jefferies Group, Inc.

- -------------------------------------------------------------------------------

                 (Exact name of registrant specified in Charter)

 

 

 

       DE                           1-14947                     95-4719745

- -------------------------------------------------------------------------------

 (State or other                  (Commission                 (IRS Employee

 jurisdiction of                  File Number)              Identification No.)

 incorporation)

 

 

 

      11100 Santa Monica Boulevard                                  

        Los Angeles, California                                  90025

- -------------------------------------------------------------------------------

(Address of principal executive offices)                        Zip Code

 

 

 

            REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: 310-445-1199

 

                            JEF Holding Company, Inc.

- -------------------------------------------------------------------------------

         (Former name and former address, if changed since last report)

 

 

 

 

<PAGE>   2

 

 

 

ITEM 5.  OTHER EVENTS

 

         On April 27, 1999, JEF Holding Company, Inc., a Delaware corporation

(the "Company"), filed with the Secretary of State of the State of Delaware a

Certificate of Amendment to the Company's Amended and Restated Certificate of

Incorporation in order to change its name to Jefferies Group, Inc. This name

change was effected in compliance with, and as contemplated by, the Agreement

and Plan of Merger, (the "Merger Agreement"), dated as of March 17, 1999, by and

between Jefferies Group, Inc. (which as of the date of such agreement owned 100%

of the common stock of the Company and is herein referred to as "Parent") and

Investment Technology Group, Inc. ("ITGI") and the Distribution Agreement, dated

as of March 17, 1999 by and between Parent and the Company (the "Distribution

Agreement"). The Distribution Agreement, Merger Agreement and aforementioned

name change were all part of Parent's plan to separate the Company's businesses

from the business of ITGI through Parent's spin-off of the Company as set forth

in greater detail in Parent's Definitive Proxy/Information Statement dated March

18, 1999 (File Number 1-11665) and the Company's Form 10 dated April 20, 1999.

 

 

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

 

         (a)      Financial Statements.

 

                  None.

 

         (b)      Pro Forma Financial Information.

 

                  None.

 

         (c)      Exhibits.

 

                     3.1   Restated Certificate of Incorporation.

 

 

 

 

<PAGE>   3

 

                                    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.

 

 

                                            JEFFERIES GROUP, INC.

 

 

 

Date:  April 30, 1999                       By:  /s/ Clarence T. Schmitz

                                               --------------------------------

                                               Clarence T. Schmitz

                                               Executive Vice President and

                                               Chief Financial Officer

 

 

 

 

<PAGE>   4

 

                                  Exhibit Index

 

 

 

         Exhibit                                                         Page

         -------                                                         ----

            3.1   Restated Certificate of Incorporation.

 

 

 

 

</TEXT>

</DOCUMENT>

<DOCUMENT>

<TYPE>EX-3.1

<SEQUENCE>2

<DESCRIPTION>EXHIBIT 3.1

<TEXT>

 

<PAGE>   1

 

                                                                   EXHIBIT 3.1

 

 

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              JEFFERIES GROUP, INC.

 

 

         Jefferies Group, Inc., a corporation organized and existing under the

laws of the State of Delaware, hereby certifies as follows:

 

1. The name of the corporation is Jefferies Group, Inc. The date of filing of

its original Certificate of Incorporation with the Secretary of State was

December 23, 1998 under the name "JEF Holding Company, Inc."

 

2. This Restated Certificate of Incorporation restates and integrates and does

not further amend the provisions of the Amended and Restated Certificate of

Incorporation of the Corporation as heretofore amended or supplemented, and

there is no discrepancy between those provisions and the provisions of this

Restated Certificate of Incorporation. This Restated Certificate of

Incorporation was duly adopted in accordance with the provisions of Section 245

of the General Corporation Law.

 

3. The text of Certificate of Incorporation of the Corporation as in effect on

the date hereof is hereby restated to read in its entirety as follows:

 

         FIRST:   The name of the Corporation is Jefferies Group, Inc.

 

         SECOND: The registered office of the Corporation is to be located at

Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the

County of New Castle, in the State of Delaware. The name of its registered agent

at that address is The Corporation Trust Company.

 

         THIRD:   The  purpose  of  the  Corporation  is to  engage  in  any 

lawful  act  or  activity  for  which corporations may be organized under the

General Corporation Law of the State of Delaware ("GCL").

 

         FOURTH:

 

         A.       Authorized Stock.

 

                  The total number of shares of stock which the Corporation

         shall have authority to issue is one hundred ten million (110,000,000)

         shares, consisting of one hundred million (100,000,000) shares of

         common stock, each with a par value of $0.0001 per share (hereinafter

         referred to as the "Common Stock"), and ten million (10,000,000) shares

         of preferred stock, each with a par value of $0.0001 per share

         (hereinafter referred to as the "Preferred Stock"). The powers,

 

 

 

                                      -1-

 

 

 

 

<PAGE>   2

 

         designations, preferences and relative, participating, optional or

         other special rights (and the qualifications, limitations or

         restrictions thereof) of the Common Stock and the Preferred Stock are

         as follows:

 

         B.       Preferred Stock.

 

                  The Board of Directors is hereby expressly authorized at any

         time, and from time to time, to create and provide for the issuance of

         shares of Preferred Stock in one or more series (the "Series Preferred

         Stock") and, by filing a certificate pursuant to the GCL (hereinafter

         referred to as a "Preferred Stock Designation"), to establish the

         number of shares to be included in each such series, and to fix the

         designations, preferences and relative, participating, optional or

         other special rights of the shares of each such series and the

         qualifications, limitations or restrictions thereof, as shall be stated

         and expressed in the resolution or resolutions providing for the issue

         thereof adopted by the Board of Directors, including, but not limited

         to, the following:

 

                  (i) the designation of and the number of shares constituting

                  such series, which number the Board of Director may thereafter

                  (except as otherwise provided in the Preferred Stock

                  Designation) increase or decrease (but not below the number of

                  shares of such series then outstanding);

 

                  (ii) the dividend rate for the payment of dividends on such

                  series, if any, the conditions and dates upon which such

                  dividends shall be payable, the preference or relation which

                  such dividends, if any, shall bear to the dividends payable on

                  any other class or classes of or any other series of capital

                  stock, the conditions and dates upon which such dividends, if

                  any, shall be payable, and whether such dividends, if any,

                  shall be cumulative or non-cumulative;

 

                  (iii) whether the shares of such series shall be subject to

                  redemption by the Corporation, and, if made subject to such

                  redemption, the times, prices and other terms and conditions

                  of such redemption;

 

                  (iv) the terms and amount of any sinking fund provided for the

                  purchase or redemption of the shares of such series;

 

                  (v) whether or not the shares of such series shall be

                  convertible into or exchangeable for shares of any other class

                  or classes of, any other series of any class or classes of

                  capital stock of, or any other security of, the Corporation or

                  any other corporation, and, if provision be made for any such

                  conversion or exchange, the times, prices, rates, adjustments

                  and any other terms and conditions of such conversion or

                  exchange;

 

 

 

                                      -2-

 

<PAGE>   3

 

 

                  (vi) the extent, if any, to which the holders of the shares of

                  such series shall be entitled to vote as a class or otherwise

                  with respect to the election of directors or otherwise;

 

                  (vii) the restrictions, if any, on the issue or reissue of

                  shares of the same series or of any other class or series;

 

                  (viii) the amounts payable on and the preferences, if any, of

                  the shares of such series in the event of any voluntary or

                  involuntary liquidation, dissolution or winding up of the

                  Corporation; and

 

                  (ix) any other relative rights, preferences and limitations of

                  that series.

 

         C.       Common Stock.

 

                  Each holder of Common Stock shall have one vote in respect of

         each share of Common Stock held by such holder of record on the books

         of the Corporation for the election of directors and on all other

         matters on which stockholders of the Corporation are entitled to vote.

         Subject to any rights that may be conferred upon any holders of

         Preferred Stock or any other series or class of stock as set forth in

         this Certificate of Incorporation (excluding Common Stock), upon

         dissolution, the holders of Common Stock then outstanding shall be

         entitled to receive the net assets of the Corporation. Such net assets

         shall be divided among and paid to the holders of Common Stock, on a

         pro-rata basis, according to the number of shares of Common Stock held

         by them. Subject to any rights that may be conferred upon any holders

         of Preferred Stock or any other series or class of stock as set forth

         in this Certificate of Incorporation (excluding Common Stock), the

         holders of shares of Common Stock shall be entitled to receive, when

         and if declared by the Board of Directors, out of the assets of the

         Corporation which are by law available therefor, dividends payable

         either in cash, in stock or otherwise.

 

         FIFTH:   The Corporation is to have perpetual existence.

 

         SIXTH:

 

                  A. Subject to the rights of the holders of any series of

         Preferred Stock or any other series or class of stock as set forth in

         this Certificate of Incorporation (excluding Common Stock) to elect

         additional directors under specified circumstances, the number of

         directors of the Corporation shall be fixed, and may be increased or

         decreased from time to time, in such a manner as may be prescribed by

         the By-laws of the Corporation.

 

                  B. Unless and except to the extent that the By-laws of the

         Corporation shall so require, the election of directors of the

         Corporation need not be by written ballot.

 

 

 

                                      -3-

 

 

<PAGE>   4

 

 

                  C. Directors shall be elected and hold such terms of office as

         provided in the By-laws of the Corporation.

 

                  D. Advance notice of stockholder nominations for the election

         of directors and advance notice of other stockholder action proposed to

         be taken at a stockholder's meeting shall be given in the manner

         provided in the By-laws of the Corporation.

 

                  E. Subject to the rights of the holders of any Preferred Stock

         or any other series or class of stock (excluding Common Stock) set

         forth in the Certificate of Incorporation, a special meeting of the

         stockholders shall be called only by the secretary of the Corporation

         at the request of (i) a majority of the total number of directors which

         the Corporation at the time would have if there were no vacancies or

         (ii) by any person authorized by the Board of Directors (through a vote

         of a majority of the total number of directors which the Corporation at

         the time would have if there were no vacancies) to call a special

         meeting. Notwithstanding the foregoing, stockholders shall have no

         right to call a special meeting of stockholders.

 

                  F. Subject to the rights of the holders of any series of

         Preferred Stock or any other series or class of stock (excluding Common

         Stock) set forth in the Certificate of Incorporation to elect

         additional directors under specified circumstances or to consent to

         specific actions taken by the Corporation, any action required or

         permitted to be taken by the stockholders of the Corporation must be

         taken at an annual or special meeting of the stockholders and may not

         be taken by any consent in writing by such stockholders.

 

                  G. Notwithstanding anything contained in this Certificate of

         Incorporation to the contrary, the affirmative vote of the holders of

         shares representing at least 66-2/3% of the voting power of the then

         outstanding voting stock of the Corporation entitled to vote in

         elections of directors generally, voting together as a single class,

         shall be required to amend, repeal or adopt any provisions inconsistent

         with this Article SIXTH.

 

         SEVENTH: The Board of Directors shall have the power, in addition to

the stockholders, to make, alter, or repeal the By-laws of the Corporation.

 

         EIGHTH: A director of the Corporation shall not be liable to the

Corporation or its stockholders for monetary damages for breach of fiduciary

duty as a director, except for liability (i) for any breach of the director's

duty of loyalty to the Corporation or its stockholders, (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing

violation of law, (iii) under Section 174 of the GCL, or (iv) for any

transaction from which the director derived an improper personal benefit.

 

         The Corporation shall, to the fullest extent permitted by section 145

of the DGCL, as the same may be amended and supplemented, indemnify each

director and officer of the Corporation from and against any and all expenses,

liabilities or other matters referred to in or covered by said section and the

indemnification provided for herein shall not be deemed exclusive of any other

 

 

 

 

                                      -4-

 

<PAGE>   5

 

rights to which those indemnified may be entitled under any by-laws, agreement,

vote of stockholders, vote of disinterested directors or otherwise, and shall

continue as to a person who has ceased to be a director of officer and shall

inure to the benefit of heirs, executors and administrators of such persons and

the Corporation may purchase and maintain insurance on behalf of any director or

officer to the extent permitted by section 145 of the DGCL.

 

         Neither the amendment nor repeal of this Article EIGHTH, nor the

adoption of any provision of this Certificate of Incorporation inconsistent with

this Article EIGHTH, shall eliminate or reduce the effect of this Article EIGHTH

in respect of any matter occurring, or any cause of action, suit or claim that,

but for this Article EIGHTH, would accrue or arise, prior to such amendment,

repeal or adoption of an inconsistent provision.

 

         NINTH: The Corporation reserves the right to amend, alter, change or

repeal any provision contained in this Certificate of Incorporation, in the

manner now or hereafter prescribed by statute, and all rights conferred upon

stockholders are granted subject to this reservation.

 

         4. This Restated Certificate of Incorporation was duly adopted by the

Board of Directors and approved by the stockholders in accordance with Section

245 of the Delaware General Corporation Law.

 

         IN WITNESS WHEREOF, said Jefferies Group, Inc. has caused this

Certificate to be signed by the duly authorized officer below on this 30th day

of April, 1999.

 

                                        JEFFERIES GROUP, INC.

 

                                        By:  /s/ JERRY M. GLUCK

                                           ---------------------------------

                                            Name:  Jerry M. Gluck

                                            Title: Secretary

 

 

 

 

 

                                      -5-

</TEXT>

</DOCUMENT>

</SEC-DOCUMENT>

-----END PRIVACY-ENHANCED MESSAGE-----