-----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, QNK2paGVrXfRpl9B4inzzl9rnL2uObvaOea+nsdZKbmQF7WK62NMtKtohdjqSl74 o8+KhJevkSC8HYCZdawpCA== 0000004977-97-000013.txt : 19970529 0000004977-97-000013.hdr.sgml : 19970529 ACCESSION NUMBER: 0000004977-97-000013 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970528 EFFECTIVENESS DATE: 19970528 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFLAC INC CENTRAL INDEX KEY: 0000004977 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 581167100 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27883 FILM NUMBER: 97614845 BUSINESS ADDRESS: STREET 1: 1932 WYNNTON RD CITY: COLUMBUS STATE: GA ZIP: 31999 BUSINESS PHONE: 4043233431 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN FAMILY CORP DATE OF NAME CHANGE: 19920306 S-8 1 1997 STOCK OPTION PLAN As filed with the Securities and Exchange Commission on May 28, 1997 Registration No. 333- - ---------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - ---------------------------------------------------------------------------- AFLAC INCORPORATED - ---------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) GEORGIA - ---------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation or Organization) 58-1167100 - ---------------------------------------------------------------------------- (I.R.S. Employer Identification No.) WORLDWIDE HEADQUARTERS, 1932 WYNNTON ROAD, COLUMBUS, GEORGIA 31999 - ---------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) AFLAC INCORPORATED 1997 STOCK OPTION PLAN - ---------------------------------------------------------------------------- (Full Title of the Plan) MARTIN A. DURANT, III SENIOR VICE PRESIDENT, CORPORATE SERVICES AFLAC INCORPORATED WORLDWIDE HEADQUARTERS 1932 WYNNTON ROAD, COLUMBUS, GEORGIA 31999 - ---------------------------------------------------------------------------- (Name and Address of Agent For Service) (706) 323-3431 - ---------------------------------------------------------------------------- (Telephone Number, Including Area Code, of Agent For Service) The Securities and Exchange Commission is requested to send copies of all communication and notice to: MICHAEL P. ROGAN, ESQ. Skadden, Arps, Slate, Meagher & Flom LLP 1440 New York Avenue, N.W. Washington, D.C. 20005 - ii - CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registra- Registered Registered (1) Per Share (2) Price tion Fee - --------------------------------------------------------------------------- Common Stock, 7,000,000 $49.75 $348,250,000 $105,530.30 $.10 par value shares ("Common Stock") (1) There is also being registered hereunder such additional number of shares of Common Stock as may be issued pursuant to the anti-dilution provisions of the Stock Option Plan. (2) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h)(1) and based on the average of the high and low prices for the Common Stock as reported in the consolidated reporting system as of May 23, 1997. - -------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference AFLAC Incorporated ("AFLAC") hereby incorporates the following documents into this Registration Statement by reference: a. AFLAC's Annual Report on Form 10-K for the year ended December 31, 1996, filed electronically with the Securities and Exchange Commission (the "SEC") on March 26, 1997; b. AFLAC's Quarterly Report on Form 10-Q for the period ended March 31, 1997, filed electronically with the SEC on May 12, 1997; c. all other reports filed by AFLAC pursuant to Sections 13(a) or 15(d) of the Securities Act of 1934 (the "Exchange Act") since December 31, 1996; d. the description of the Common Stock contained in a registration statement filed under the Exchange Act, and any amendments or reports filed with the SEC for the purpose of updating such description. In addition, all documents subsequently filed by AFLAC Incorporated pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered under the Stock Option Plan have been sold or which deregisters all such securities remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part thereof from the date of filing of such documents. Item 6. Indemnification of Directors and Officers The Georgia Business Corporation Code provides that, under certain circumstances, directors, officers, employees and agents of a Georgia corporation may be indemnified against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with settling, or otherwise disposing of, suits or threatened suits to which they are a party or threatened to be named a party by reason of acting in any of such capacities if such person acted in a manner such person believed in good faith to be in, or not opposed to, the best interests of the corporation. The By-Laws of the Company provide for indemnification of officers and directors to the fullest extent permitted by such Georgia law. The Company's Articles of Incorporation also limit the potential personal monetary liability of the members of the Company's Board of Directors to the Company or its shareholders for certain breaches of their duty of care or other duties as a director. The Company maintains (i) director and officer liability insurance that provides for indemnification of the directors and officers of the Company and of its majority-owned subsidiaries, and (ii) company reimbursement insurance that provides for indemnification of the Company and its majority- owned subsidiaries in those instances where the Company and/or its majority- owned subsidiaries indemnified its directors and officers. -1- Item 8. Exhibits Number Description -------- ------------------- 5.1 Opinion of Joey M. Loudermilk, General Counsel, AFLAC Incorporated 15 Letter of KPMG Peat Marwick LLP, Re: Unaudited Interim Financial Statements 23.1 Consent of KPMG Peat Marwick LLP Item 9. Undertakings a. Rule 415 Offering. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. b. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) -2- of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. c. REQUEST FOR ACCELERATION OF THE EFFECTIVE DATE OR FILING OF REGISTRATION STATEMENT ON FORM S-8. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -3- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Georgia, on May 28, 1997. AFLAC INCORPORATED Dated May 28, 1997 By: /s/ Daniel P. Amos ------------------------ ---------------------------------- Daniel P. Amos Chief Executive Officer -4- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------------- ----------- ---------- /s/ Daniel P. Amos Chief Executive May 28, 1997 - ------------------------- Officer and Vice ----------------- Daniel P. Amos Chairman of the Board /s/ Kriss Cloninger, III Executive Vice May 28, 1997 - ------------------------- President, ----------------- Kriss Cloninger, III Treasurer and Chief Financial Officer /s/ Norman P. Foster Executive Vice May 28, 1997 - ------------------------- President, ----------------- Norman P. Foster Corporate Finance /s/ Martin A. Durant, III Senior Vice May 28, 1997 - ------------------------- President, ----------------- Martin A. Durant, III Corporate Services /s/ Paul S. Amos Chairman of May 28, 1997 - ------------------------- the Board ----------------- Paul S. Amos /s/ J. Shelby Amos, II Director May 28, 1997 - ------------------------- ----------------- J. Shelby Amos, II Director May 28, 1997 - ------------------------- ----------------- Michael H. Armacost Director May 28, 1997 - ------------------------- ----------------- M. Delmar Edwards, M.D. /s/ George W. Ford, Jr. Director May 28, 1997 - ------------------------------ ----------------- George W. Ford, Jr. /s/ Joe Frank Harris Director May 28, 1997 - ------------------------- ----------------- Joe Frank Harris -5- /s/ Elizabeth J. Hudson Director May 28, 1997 - ------------------------- ----------------- Elizabeth J. Hudson /s/ Kenneth S. Janke, Sr. Director May 28, 1997 - ------------------------- ----------------- Kenneth S. Janke, Sr. Director May 28, 1997 - ------------------------- ----------------- Charles B. Knapp Director May 28, 1997 - ------------------------- ----------------- Hisao Kobayashi Director May 28, 1997 - ------------------------- ----------------- Yoshiki Otake /s/ E. Stephen Purdom Director May 28, 1997 - ------------------------- ----------------- E. Stephen Purdom /s/ Barbara K. Rimer Director May 28, 1997 - ------------------------- ----------------- Barbara K. Rimer /s/ Henry C. Schwob Director May 28, 1997 - ------------------------- ----------------- Henry C. Schwob Director May 28, 1997 - ------------------------- ----------------- J. Kyle Spencer /s/ Glenn Vaughn, Jr. Director May 28, 1997 - ------------------------- ----------------- Glenn Vaughn, Jr. -6- EXHIBIT INDEX NUMBER DESCRIPTION - ------------ ----------------------- 5.1 Opinion of Joey M. Loudermilk, General Counsel, AFLAC Incorporated 15 Letter of KPMG Peat Marwick LLP Re: Unaudited Interim Financial Statements 23.1 Consent of KPMG Peat Marwick LLP -7- EX-5 2 LEGAL OPINION - EXH. 5.1 EXHIBIT 5.1 May 28, 1997 AFLAC Incorporated Worldwide Headquarters 1932 Wynnton Road Columbus, Georgia 31999-0001 Ladies and Gentlemen: I am General Counsel of AFLAC INCORPORATED, a Georgia corporation (the "Company"). This opinion is being furnished to you in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Registration Statement on Form S-8 (the "Registration Statement") relating to 7,000,000 shares (the "Shares") of the Company's common stock, par value $.10 per share (the "Common Stock") issuable pursuant to the Company's 1997 Stock Option Plan (the "Plan"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act"). I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction of (i) the form of the Registration Statement to be filed with the Commission on the date hereof; (ii) the Plan; (iii) the Certificate of Incorporation of the Company, as currently in effect; (iv) the Bylaws of the Company, as currently in effect; (v) the resolutions of the Board of Directors of the Company relating to, among other things, the Plan; (vi) the resolutions of the shareholders relating to the Plan; (vii) the forms of a specimen certificate representing the Shares; and (viii) such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinions expressed herein which were not independently established or verified, I have relied upon statements and representations of officers or other representatives of the Company and others. I am admitted to the Bar of the State of Georgia, and I express no opinion as to the laws of any other jurisdiction. Based upon and subject to the foregoing, when (i) the Registration Statement becomes effective, (ii) the Shares are issued pursuant to the terms of the Plan and (iii) certificates representing the Shares are duly executed, countersigned, registered and delivered, I am of the opinion that the Shares will be duly authorized by requisite corporate action on the part of the Company and, when and to the extent issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Joey M. Loudermilk ------------------------------ Joey M. Loudermilk EX-15 3 KPMG LETTER - EXH. 15 EXHIBIT 15 KPMG PEAT MARWICK LLP Certified Public Accountants 303 Peachtree Street, N.E. Suite 2000 Telephone: 404-222-3000 Atlanta, Georgia 30308 Telefax: 404-222-3050 The Board of Directors AFLAC Incorporated Columbus, Georgia Re: Registration Statement Form S-8 Ladies and Gentlemen: With respect to the subject registration statement, we acknowledge our awareness of the use therein of our report dated April 22, 1997, related to our review of interim financial information. Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act. Very truly yours, /s/ KPMG Peat Marwick LLP ------------------------------ KPMG Peat Marwick LLP Atlanta, Georgia May 28, 1997 EX-23 4 KPMG CONSENT - EXH. 23.1 EXHIBIT 23.1 The Board of Directors AFLAC Incorporated We consent to incorporation by reference in the registration statement on Form S-8 of AFLAC Incorporated of our report dated January 29, 1997, relating to the consolidated balance sheets of AFLAC Incorporated and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of earnings, shareholders' equity, and cash flows and related schedules for each of the years in the three-year period ended December 31, 1996, which report appears in the December 31, 1996, annual report on Form 10-K of AFLAC Incorporated, incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG Peat Marwick LLP ------------------------------ KPMG Peat Marwick LLP Atlanta, Georgia May 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----