-----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, GayJXQyMGVCsyAqwOAt8AAqortGL/MevgPGV0t28j7MZ9DcSh3P0nPrjzN1wJmTy L+hjKk9GvBl11vo3C3Vt2Q== 0000950152-97-008549.txt : 19971211 0000950152-97-008549.hdr.sgml : 19971211 ACCESSION NUMBER: 0000950152-97-008549 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971210 EFFECTIVENESS DATE: 19971210 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNUM CORP CENTRAL INDEX KEY: 0000795581 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 010405657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-41897 FILM NUMBER: 97735674 BUSINESS ADDRESS: STREET 1: 2211 CONGRESS ST P612 CITY: PORTLAND STATE: ME ZIP: 04122 BUSINESS PHONE: 207-770-43 MAIL ADDRESS: STREET 1: 2211 CONGRESS STREET CITY: PORTLAND STATE: ME ZIP: 04122 S-8 1 UNUM CORPORATION REGISTRATION STATEMENT FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- UNUM CORPORATION (Exact name of issuer as specified in its charter) Delaware 01-0405657 (State of incorporation) (I.R.S. Employer Identification No.) 2211 Congress Street, Portland, Maine 04122 (Address of principal executive offices) ---------------------- UNUM CORPORATION 1996 LONG-TERM STOCK INCENTIVE PLAN (Full title of the plan) KEVIN J. TIERNEY, Esquire Secretary UNUM CORPORATION 2211 Congress Street Portland, Maine 04122 (Name and address of agent for service) (207) 770-4363 (Telephone number, including area code, of agent for service) ---------------------- CALCULATION OF REGISTRATION FEE
======================================================================================================= Proposed Maximum TITLE OF SECURITIES Amount to Be Aggregate Offering Amount of TO BE REGISTERED Registered(1) Price(2) Registration Fee - ------------------------------------------------------------------------------------------------------- Common Stock, $.10 7,000,000 $325,690,298.12 $96,078.64 par value =======================================================================================================
(1) Also includes an indeterminable number of shares that may become issuable pursuant to anti-dilution provisions of the Plan. (2) Pursuant to Rule 457(h) under the Securities Act of 1933, the maximum aggregate offering price was calculated, for the shares of Common Stock presently subject to options under the Plan, based upon the exercise price for such shares (ranging from $35.0938 to $48.625), and for the remaining shares, based upon the per share market price of $49.375, representing the average of the high and low sale prices on December 3, 1997 as reported on the New York Stock Exchange. 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The documents listed in (a) through (c) below are incorporated by reference in the registration statement. All documents filed by UNUM Corporation (the "Company" or "registrant") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of the filing of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities registered hereunder have been sold, or that de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of the filing of such documents. (a) The Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 1996, filed with the Commission on March 25, 1997; (b) All other reports filed by the Company, pursuant to Section 13(a) or 15(d) of the Exchange Act, since the Annual Report on Form 10-K referenced above; and (c) The description of the Company's Common Stock contained in the Company's registration statement on Form 8-A, including any amendment or report filed for the purpose of updating such description. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. The legality of the shares of Common Stock offered hereby has been passed upon for the Company by Kevin J. Tierney, General Counsel and Secretary to the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers under certain circumstances for liabilities incurred in connection with their activities in such capacities (including reimbursement for expenses incurred). Article VIII of the Company's Bylaws provides that the Company has the power to indemnify directors and officers under certain circumstances for liabilities and expenses incurred by reason of their actions as agents of the Company. In addition, the Company maintains an insurance policy that indemnifies directors and officers against certain liabilities. -1- 3 ITEM 8. EXHIBITS. 4.1 UNUM Corporation 1996 Long-Term Stock Incentive Plan (1) 5.1 Opinion of Kevin J. Tierney as to the legality of the shares of Common Stock being registered 15.1 Letter re: unaudited interim financial information 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Kevin J. Tierney (included in Opinion filed as Exhibit 5.1) 24.1 Power of Attorney - ------------------------- (1) Filed as Exhibit 10.5 to the registrant's Annual Report on Form 10-K dated March 27, 1996, and incorporated herein by reference. ITEM 9. UNDERTAKINGS. 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, represent 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 this registration statement; Provided, however, that paragraphs (i) and (ii) do not apply if 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 13(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. 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) 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. 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 -2- 4 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 his counsel the matter had 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- 5 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 duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Portland, Maine, on December 10, 1997. UNUM CORPORATION By: /s/ James F. Orr III --------------------------------- James F. Orr III, President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on December 10, 1997.
Signature Title --------- ----- /s/ Robert E. Broatch Senior Vice President and - -------------------------------- Chief Financial Officer Robert E. Broatch /s/ John M. Lang, Jr. Vice President and - -------------------------------- Corporate Controller John M. Lang, Jr. * Director - -------------------------------- Gale O. Averyt * Director - -------------------------------- Robert E. Dillon * Director - -------------------------------- Gwain H. Gillespie Director - -------------------------------- Ronald E. Goldsberry * Director - -------------------------------- Donald W. Harward * Director - -------------------------------- George J. Mitchell * Director - -------------------------------- Cynthia A. Montgomery
-4- 6 * Director - -------------------------------- James L. Moody, Jr. * Director - -------------------------------- Lawrence R. Pugh * Director - -------------------------------- Lois Dickson Rice * Director - -------------------------------- John W. Rowe /s/ John-Paul DeRosa - -------------------------------- *John-Paul DeRosa, as attorney-in-fact
-5- 7 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 5.1 Opinion of Kevin J. Tierney as to the legality of the shares of Common Stock being registered 15.1 Letter re: unaudited interim financial information 23.1 Consent of Coopers & Lybrand L.L.P. 24.1 Power of Attorney EX-5.1 2 EXHIBIT 5.1 1 Exhibit 5.1 [UNUM LETTERHEAD] December 10, 1997 UNUM Corporation 2211 Congress Street Portland, Maine 04122 Gentlemen: As counsel and Secretary for UNUM Corporation, a Delaware corporation (the "Company"), I am familiar with the Company's 1996 Long-Term Stock Incentive Plan (the "Plan") and the registration under the Securities Act of 1933 on Form S-8 of 7,000,000 shares of Common Stock, $.10 par value per share, of the Company (the "Shares") reserved for issuance under the Plan. Based upon my examination of the Plans and such other documents as I have deemed relevant, I am of the opinion that the Shares, when issued and paid for pursuant to the Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit No. 5.1 to the Registration Statement on Form S-8 relating to the Shares and the Plan. Very truly yours, /s/ Kevin J. Tierney Kevin J. Tierney General Counsel EX-15.1 3 EXHIBIT 15.1 1 Exhibit 15.1 [Coopers & Lybrand L.L.P. Letterhead] Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 We are aware that our reports dated April 23, 1997, July 23, 1997, and October 22, 1997, on our review of interim financial information of UNUM Corporation and subsidiaries for the three-month, six-month, and nine-month periods ended March 31, 1997, June 30, 1997, and September 30, 1997, and included in the Company's quarterly reports on Forms 10-Q for the quarters then ended are incorporated by reference in Form S-8 pertaining to the UNUM Corporation 1996 Long-Term Stock Incentive Plan. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Section 7 and 11 of that Act. /s/ Coopers & Lybrand L.L.P. December 10, 1997 EX-23.1 4 EXHIBIT 23.1 1 Exhibit 23.1 [Coopers & Lybrand L.L.P. Letterhead] CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Form S-8 pertaining to the UNUM Corporation 1996 Long-Term Stock Incentive Plan of our report dated February 5, 1997, except for Note 5 for which the date is March 1, 1997, and Note 18 for which the date is March 14, 1997, on our audits of the consolidated financial statements and the financial statements schedules of UNUM Corporation and subsidiaries as of December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995, and 1994, which report is included in the Annual Report on Form 10-K. /s/ Coopers & Lybrand L.L.P. Portland, Maine December 10, 1997 EX-24.1 5 EXHIBIT 24.1 1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin J. Tierney and John-Paul DeRosa his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign a Registration Statement on Form S-8 pursuant to the Securities Act of 1933 in order to register 7,000,000 shares of the Corporation's Common Stock under said Act for issuance under the Corporation's 1996 Long-Term Stock Incentive Plan and 3,000,000 shares of the Corporation's Common Stock under the 1998 Goals Stock Option Plan, and any or all amendments to such Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Witness our signatures set forth below: Title Date ----- ---- /s/ Gayle O. Averyt Director October 10, 1997 - ---------------------------------------------- Gayle O. Averyt /s/ Robert E. Dillon, Jr. Director October 10, 1997 - --------------------------------------------- Robert E. Dillon /s/ Gwain H. Gillespie Director October 10, 1997 - ---------------------------------------------- Gwain H. Gillespie Director October 10, 1997 - ---------------------------------------------- Ronald E. Goldsberry /s/Donald W. Harward Director October 10, 1997 - ---------------------------------------------- Donald W. Harward /s/ George J. Mitchell Director October 10, 1997 - --------------------------------------------- George J. Mitchell /s/ Cynthia A. Montgomery Director October 10, 1997 - --------------------------------------------- Cynthia A. Montgomery /s/ James L. Moody, Jr. Director October 10, 1997 - --------------------------------------------- James L. Moody, Jr.
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Title Date ----- ---- /s/ Lawrence R. Pugh Director October 10, 1997 - ---------------------------------------------- Lawrence R. Pugh /s/ Lois Dickson Rice Director October 10, 1997 - ---------------------------------------------- Lois Dickson Rice /s/ John W. Rowe Director October 10, 1997 - --------------------------------------------- John W. Rowe
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