cignas8.htm

0000950159-07-000951.txt : 20070803 0000950159-07-000951.hdr.sgml : 20070803 20070803113203 ACCESSION NUMBER: 0000950159-07-000951 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070803 DATE AS OF CHANGE: 20070803 EFFECTIVENESS DATE: 20070803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIGNA CORP CENTRAL INDEX KEY: 0000701221 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 061059331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-64207 FILM NUMBER: 071022817 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLACE STREET 2: 1601 CHESTNUT STREET CITY: PHILADELPHIA STATE: PA ZIP: 19192-1550 BUSINESS PHONE: 2157611000 MAIL ADDRESS: STREET 1: TWO LIBERTY PLACE 48TH FLOOR STREET 2: 1601 CHESTNUT STREET CITY: PHILADELPHIA STATE: PA ZIP: 19192 S-8 POS 1 cignas8.htm cignas8.htm

As filed with the Securities and Exchange Commission on August 3, 2007

Registration No. 333-64207

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

________________

CIGNA CORPORATION

(Exact name of registrant as specified in its charter)

________________

Delaware

(State or other jurisdiction of

incorporation or organization)

06-1059331

(I.R.S. employer

Identification no.)

Two Liberty Place, 1601 Chestnut Street

Philadelphia, Pennsylvania 19192

Telephone: (215) 761-1000

(Address of principal executive offices)

________________

CIGNA 401(k) PLAN

(Full title of the plan)

________________

Nicole S. Jones

Corporate Secretary and Vice President, Corporate and Financial Law

CIGNA Corporation

Two Liberty Place, 1601 Chestnut Street

Philadelphia, Pennsylvania 19192

Telephone: (215) 761-1000

(Name and address of agent for service)

INCORPORATION BY REFERENCE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (the “Post-Effective Amendment No. 1”), filed pursuant to Instruction E on Form S-8, relates to the Registration Statement on Form S-8 (No. 333-64207) of CIGNA Corporation (the “Registrant” or the “Company”) filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 24, 1998 (the “Registration Statement”). Under the Registration Statement, the Registrant registered 4,500,000 shares of Common Stock, par value $0.25 (the “Common Stock”) to be offered and sold in connection with the Registrant’s CIGNA 401(k) Plan (the “Plan”). The contents of the Registrant’s Registration Statement on Form S-8 (No. 333-64207) are incorporated by reference in this Post-Effective Amendment No. 1.

EXPLANATORY NOTE

On April 25, 2007, the board of directors of the Registrant approved a three-for-one stock split, in the form of a stock dividend, of the Company’s Common Stock, to be distributed on June 4, 2007 to all stockholders of record at the close of business on May 21, 2007 (the “2007 Stock Split”).

The purpose of this Post-Effective Amendment No. 1 is to reflect, in accordance with Rule 416(b) of the Securities Act of 1933, as amended, the change in the number of shares of the Registrant’s Common Stock registered under the Registration Statement, as a result of the 2007 Stock Split, from 4,500,000 to 13,500,000. In addition, pursuant to Rule 416 under the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement shall be deemed to cover an indeterminate amount of additional shares of the Company's Common Stock that would automatically be issued to prevent dilution resulting from any future stock splits, stock dividends or similar transactions.

PART II

INFORMATION REQUIRED TO BE IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel

The legality of the shares of Common Stock registered hereby has been passed upon by Deborah Young, Esq., who is employed by and serves as Counsel to the Registrant.

Item 8. Exhibits.

See Exhibit Index.

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 this Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on August 3, 2007.

CIGNA CORPORATION


By:	/s/ Nicole S. Jones
	Nicole S. Jones
	Corporate Secretary and Vice President,
	Corporate and Financial Law

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 has been signed by the following persons, in the capacities and on the date indicated:

Principal Executive Officer:	Directors:*

H. Edward Hanway*	Robert H. Campbell
Chairman, Chief Executive Officer	Isaiah Harris, Jr.
and a Director	Jane E. Henney, M.D.
	Peter N. Larson
Principal Financial Officer:	Roman Martinez IV
	James E. Rogers
By: /s/ Michael W. Bell	Harold A. Wagner
Michael W. Bell	Carol Cox Wait
Executive Vice President	Eric C. Wiseman
and Chief Financial Officer	Donna F. Zarcone
Date: August 3, 2007	William D. Zollars

Principal Accounting Officer:	*By: /s/ Nicole S. Jones
	Attorney-in-fact
By: /s/ Annmarie T. Hagan	Date: August 3, 2007
Annmarie T. Hagan
Vice President and Chief
Accounting Officer
Date: August 3, 2007

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on August 3, 2007.

CIGNA 401(k) Plan

By:	/s/ John Arko
	John Arko
	Plan Administrator

EXHIBIT INDEX

Exhibit Number	Description
5	Opinion of Counsel of the Company
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Counsel of the Company (included in Exhibit 5.0 above)
24.1	Powers of Attorney

EX-5 2 ex5.htm EXHIBIT 5 ex5.htm

Deborah Young	Exhibit 5
Counsel
Corporate & Financial Law
	[CIGNA LOGO]
	Routing TL16F
August 3, 2007	1601 Chestnut Street
	Philadelphia, PA 19192
	Facsimile 215.761.3596
	Deborah.young@cigna.com

Dear Sir or Madam:

This opinion is furnished to you in connection with the Post Effective Amendment No. 1 to the Company’s Registration Statement on Form S-8 (the “Post-Effective Amendment”), to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), for the registration of an additional 9,000,0000 shares of Common Stock, par value $0.25 (the “Shares”) of CIGNA Corporation, a Delaware corporation (the “Company”) issuable under the Company’s CIGNA 401(k) Plan as a result of the Company’s three-for-one stock split.

I have examined such corporate records, documents, or certificates of public officials and of officers of the Company and other documents and instruments as I have deemed relevant and necessary as a basis of this opinion. I have also made such inquiries of such officers and representatives as I have deemed relevant and necessary as a basis for the opinion hereafter set forth. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of documents submitted to me as certified or photostatic copies and the authenticity of the originals of such documents.

Based upon the foregoing, and subject to the qualifications stated herein, I am of the opinion that, the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be legally issued, fully paid and nonassessable.

I am licensed to practice law in the Commonwealth of Pennsylvania and am familiar with the Delaware General Corporation Law and the reported judicial decisions interpreting these laws. Therefore, the opinion is limited to the Delaware General Corporation Law.

I hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment.

	Very truly yours,

	/s/ Deborah Young, Esq.
	Deborah Young, Esq.

EX-23.1 3 ex23-1.htm EXHIBIT 23.1 ex23-1.htm

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of our report dated February 28, 2007 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the 2006 Annual Report to Shareholders, which is incorporated by reference in CIGNA Corporation's Annual Report on Form 10-K for the year ended December 31, 2006. We also consent to the incorporation by reference of our report dated February 28, 2007 relating to the financial statement schedules, which appears in such Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

August 1, 2007

EX-24.1 4 ex24-1.htm EXHIBIT 24.1 ex24-1.htm

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation (“CIGNA”), hereby makes, designates, constitutes and appoints CAROL ANN PETREN, NICOLE S. JONES, DANTHU T. PHAN and LINDSAY K. BLACKWOOD, and each of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned.

(A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of:

(i)

CIGNA’s Annual Report on Form 10-K and all amendments thereto (collectively, “CIGNA’s Form 10-K”);

(ii)

any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries, and all amendments thereto, including, without limitation, amendments to CIGNA’s registration statements on Form S-8 (Registration Numbers 33-44371, 33-51791, 33-60053, 333-22391, 333-31903, 333-64207, 333-90785, 333-107839 and 333-129395);

(iii)

all amendments to, or any new registration statement to replace, CIGNA’s registration statements on Form S-3 (Registration Number 333-41011) relating to $500 million of debt securities, Preferred Stock and Common Stock;

(iv)

to execute and deliver all such amendments, qualifications and notifications, and Forms 3, 4, 5, and 144, to execute and deliver any and all such other documents (including, but not limited to Seller’s Representation Letters), and to take further action as they, or any of them, deem appropriate; and

(B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA’s Form 10-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as her own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on March 31, 2008.

IN WITNESS WHEREOF, the undersigned has executed this document as of the 24^th day of July, 2007.

/s/ Robert H. Cambell

Robert H. Campbell

Exhibit 24.1

POWER OF ATTORNEY

(A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of:

(i)

CIGNA’s Annual Report on Form 10-K and all amendments thereto (collectively, “CIGNA’s Form 10-K”);

(ii)

(iii)

(iv)

IN WITNESS WHEREOF, the undersigned has executed this document as of the 25^th day of July, 2007.

/s/ H. Edward Hanway

H. Edward Hanway

Exhibit 24.1

POWER OF ATTORNEY

(A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of:

(i)

CIGNA’s Annual Report on Form 10-K and all amendments thereto (collectively, “CIGNA’s Form 10-K”);

(ii)

(iii)

(iv)

IN WITNESS WHEREOF, the undersigned has executed this document as of the 24^th day of July, 2007.

/s/ Isaiah Harris, Jr.

Isaiah Harris, Jr.

Exhibit 24.1

POWER OF ATTORNEY

(A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of:

(i)

CIGNA’s Annual Report on Form 10-K and all amendments thereto (collectively, “CIGNA’s Form 10-K”);

(ii)

(iii)

(iv)

IN WITNESS WHEREOF, the undersigned has executed this document as of the 25^th day of July, 2007.

/s/ Jane E. Henney, M.D.

Jane E. Henney, M.D.

Exhibit 24.1

POWER OF ATTORNEY

(A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of:

(i)

CIGNA’s Annual Report on Form 10-K and all amendments thereto (collectively, “CIGNA’s Form 10-K”);

(ii)

(iii)

(iv)

IN WITNESS WHEREOF, the undersigned has executed this document as of the 25^th day of July, 2007.

/s/ Peter N. Larson

Peter N. Larson

Exhibit 24.1

POWER OF ATTORNEY

(A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of:

(i)

CIGNA’s Annual Report on Form 10-K and all amendments thereto (collectively, “CIGNA’s Form 10-K”);

(ii)

(iii)

(iv)

IN WITNESS WHEREOF, the undersigned has executed this document as of the 23^rd day of July, 2007.

/s/ Roman Martinez IV

Roman Martinez IV

Exhibit 24.1

POWER OF ATTORNEY

(A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of:

(i)

CIGNA’s Annual Report on Form 10-K and all amendments thereto (collectively, “CIGNA’s Form 10-K”);

(ii)

(iii)

(iv)

IN WITNESS WHEREOF, the undersigned has executed this document as of the 25^th day of July, 2007.

/s/ James E. Rogers

James E. Rogers

Exhibit 24.1

POWER OF ATTORNEY

(A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of:

(i)

CIGNA’s Annual Report on Form 10-K and all amendments thereto (collectively, “CIGNA’s Form 10-K”);

(ii)

(iii)

(iv)

IN WITNESS WHEREOF, the undersigned has executed this document as of the 25^th day of July, 2007.

/s/ Harold A. Wagner

Harold A. Wagner

Exhibit 24.1

POWER OF ATTORNEY

(A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of:

(i)

CIGNA’s Annual Report on Form 10-K and all amendments thereto (collectively, “CIGNA’s Form 10-K”);

(ii)

(iii)

(iv)

IN WITNESS WHEREOF, the undersigned has executed this document as of the 25^th day of July, 2007.

/s/ Carol Cox Wait

Carol Cox Wait

Exhibit 24.1

POWER OF ATTORNEY

(A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of:

(i)

CIGNA’s Annual Report on Form 10-K and all amendments thereto (collectively, “CIGNA’s Form 10-K”);

(ii)

(iii)

(iv)

IN WITNESS WHEREOF, the undersigned has executed this document as of the 19^th day of July, 2007.

/s/ Eric C. Wiseman

Eric C. Wiseman

Exhibit 24.1

POWER OF ATTORNEY

(A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of:

(i)

CIGNA’s Annual Report on Form 10-K and all amendments thereto (collectively, “CIGNA’s Form 10-K”);

(ii)

(iii)

(iv)

IN WITNESS WHEREOF, the undersigned has executed this document as of the 21^st day of July, 2007.

/s/ Donna F. Zarcone

Donna F. Zarcone

Exhibit 24.1

POWER OF ATTORNEY

(A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of:

(i)

CIGNA’s Annual Report on Form 10-K and all amendments thereto (collectively, “CIGNA’s Form 10-K”);

(ii)

(iii)

(iv)

IN WITNESS WHEREOF, the undersigned has executed this document as of the 25^th day of July, 2007.

/s/ William D. Zollars

William D. Zollars