As filed with the Securities and Exchange Commission on May 15, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
CNA FINANCIAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
36-6169860 (I.R.S. Employer Identification Number) | |
151 N. Franklin Chicago, Illinois (Address of Principal Executive Offices) |
60606 (Zip Code) |
CNA Financial Corporation Incentive Compensation
Plan
(Full Title of the Plan)
Stathy Darcy
Senior Vice President, Deputy General Counsel & Secretary
CNA Financial Corporation
151 North Franklin Street
Chicago, Illinois 60606
(312) 822-5000
(Name, Address and 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer x | Non-accelerated filer ¨ | Smaller reporting company ¨ |
(Do not check if a smaller reporting company) |
Calculation of Registration Fee
Proposed Maximum | Proposed Maximum | |||||||||||
Title of Securities | Amount to be | Offering Price | Aggregate Offering | Amount of | ||||||||
to be Registered | Registered | Per Share | Price | Registration Fee | ||||||||
Common Stock, par value $2.50 per share | 5,000,000 shares | (1) | $ | 28.46 | (2) | $ | 142,300,000.00 | (2) | $ | 18,471.00 | (2) |
(1) | Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement also covers such additional and indeterminate number of shares as may become issuable because of the provisions of the CNA Financial Corporation Incentive Compensation Plan, relating to adjustments for changes resulting from a stock dividend, stock split or similar change. |
(2) | Estimated in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The price of $28.46 per share represents the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on May 12, 2020. |
EXPLANATORY NOTE
A Registration Statement on Form S-8 (File No. 333-211150) was filed with the Securities and Exchange Commission (the “Commission”) on May 5, 2016 covering the registration of 5,000,000 shares of Common Stock under the Amended and Restated CNA Financial Corporation Incentive Compensation Plan (the “Plan”). Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register an additional 5,000,000 shares of Common Stock under the Plan and hereby incorporates by reference the contents of the prior Registration Statement except for Items 3, 5 and 8, which are being updated by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
CNA Financial Corporation (the “Registrant”) hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:
(3) Our current report on Form 8-K filed with the Commission on March 2, 2020, March 12, 2020 and April 29, 2020; and
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).
Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities being registered hereby has been passed on by José Ramón González, Esq., the Registrant’s Executive Vice President and General Counsel, and an employee of the Registrant’s subsidiary, Continental Casualty Company. Mr. González will be eligible to participate in the Plan and has been awarded restricted stock units, each unit representing a contingent right to receive one share of Registrant’s common stock under the Plan.
Item 8. Exhibits.
The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index.
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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 15th day of May, 2020.
CNA FINANCIAL CORPORATION | ||
By: | /s/ Dino E. Robusto | |
Dino E. Robusto | ||
Chairman of the Board and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Name | Title | Date | ||
/s/ Dino E. Robusto | Chairman of the Board and Chief Executive | May 15, 2020 | ||
Dino E. Robusto | Officer (Principal Executive Officer) | |||
/s/ Albert J. Miralles, Jr. | Executive Vice President and Chief Financial | May 15, 2020 | ||
Albert J. Miralles, Jr. | Officer (Principal Financial Officer & Principal Accounting Officer) |
|||
/s/ Michael A. Bless | Director | May 15, 2020 | ||
Michael A. Bless | ||||
/s/ Jose O. Montemayor | Director | May 15, 2020 | ||
Jose O. Montemayor | ||||
/s/ Don M. Randel | Director | May 15, 2020 | ||
Don M. Randel | ||||
/s/ Andre Rice | Director | May 15, 2020 | ||
Andre Rice | ||||
/s/ Kenneth I. Siegel | Director | May 15, 2020 | ||
Kenneth I. Siegel | ||||
/s/ Andrew H. Tisch | Director | May 15, 2020 | ||
Andrew H. Tisch | ||||
/s/ Benjamin J. Tisch | Director | May 15, 2020 | ||
Benjamin J. Tisch | ||||
/s/ James S. Tisch | Director | May 15, 2020 | ||
James S. Tisch | ||||
/s/ Jane J. Wang | Director | May 15, 2020 | ||
Jane J. Wang | ||||
/s/ Marvin Zonis | Director | May 15, 2020 | ||
Marvin Zonis |
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INDEX TO EXHIBITS
* Filed herewith
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Exhibit 5.1
151 N. Franklin Street Chicago IL 60606
|
José Ramón González Executive Vice President & General Counsel
Telephone 312-822-4641 |
May 15, 2020
CNA Financial Corporation
151 N. Franklin Street
Chicago, Illinois 60606
Ladies and Gentlemen:
I am providing this opinion as Executive Vice President and General Counsel of CNA Financial Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate total of 5,000,000 shares of the Company’s common stock, par value $2.50 per share (the “Common Stock”), reserved for issuance pursuant to the Amended and Restated CNA Financial Corporation Incentive Compensation Plan (the “Plan”).
I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments as I have deemed necessary for the purpose of rendering this opinion.
Based upon and subject to the qualifications and limitations set forth herein, I am of the opinion that each share of Common Stock that is newly issued pursuant to the Plan will be legally issued, fully paid and non-assessable when (i) such share of Common Stock has been duly and properly authorized for issuance in accordance with the provisions of the Plan and (ii) the Registration Statement shall have become effective under the Securities Act.
This opinion is limited to the General Corporation Law of the State of Delaware and in all respects to the laws and facts existing on the date hereof. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. This opinion may not be relied upon by you for any other purpose, or relied upon by any other person, firm or corporation or quoted, filed with any governmental authority or other regulatory agency or otherwise circulated or utilized for any other purpose without my prior written consent.
Regards,
/s/ José Ramón González
José Ramón González
Executive Vice President and General Counsel
CNA
151 N. Franklin Street, Chicago, IL 60606
Direct Dial: 312-822-4641
www.cna.com
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 11, 2020, relating to the consolidated financial statements and financial statement schedules of CNA Financial Corporation and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2019.
/s/ Deloitte & Touche LLP
Chicago, Illinois
May 15, 2020