| As filed with the Securities and Exchange | Registration No. 333-266021 |
| Commission on July 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Voya Retirement Insurance and Annuity Company
(Exact name of registrant as specified in its charter)
Connecticut
(State or jurisdiction of incorporation or organization)
71-0294708
(I.R.S. Employer Identification Number)
One Orange Way, C2N, Windsor, Connecticut 06095-4774, 1-800-584-6001
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Peter M. Scavongelli, Assistant Vice President, Senior Counsel
Voya Retirement Insurance and Annuity Company
One Orange Way, C2N, Windsor, Connecticut 06095-4774
(860) 580-1631
Approximate date of commencement of proposed sale to the public: It is proposed that the public offering will commence as soon as practicable after effectiveness of this filing.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 ☐ | |
| Non-accelerated filer ☒ | Smaller reporting company ☐ |
(Do not check if a smaller reporting company)
EXPLANATORY NOTE
Voya Retirement Insurance and Annuity Company is hereby filing this Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-266021), originally filed on July 5, 2022, the (“Registration Statement”), to include hyperlinks for the 10-K and 10-Q incorporation references and amend Exhibit 107 originally filed with the Registration Statement. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Page 17 of the prospectus in Part I and Exhibit 107 of the Exhibit Index in Part II of the Registration Statement and the signature page to the Registration Statement. The balance of the Registration Statement remains unchanged and has been omitted.
Incorporation of Certain Documents by Reference
The SEC allows us to “incorporate by reference” information that we file with the SEC into this prospectus, which means that incorporated documents are considered part of this prospectus. We can disclose important information to you by referring you to those documents. This prospectus incorporates by reference the:
| · | Annual Report on Form 10-K for the year ended December 31, 2021; and |
| · | Quarterly Report on Form 10-Q for the period ended March 31, 2022. |
Form 10-K contains additional information about the Company and includes certified financial statements as of December 31, 2021 and 2020, and for each of the three years in the period ended December 31, 2021. We were not required to file any other reports pursuant to Sections 13(a) or 15(d) of the Exchange Act since March 31, 2022. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering shall be deemed to be incorporated by reference into this prospectus. The registration statements, of which this prospectus is a part and our Exchange Act filings, are available to the public on the SEC’s website at www.sec.gov, and we file these documents electronically according to EDGAR under CIK No. 0000837010.
You may request a free copy of any documents incorporated by reference in this prospectus (including any exhibits that are specifically incorporated by reference in them). Please direct your request to:
Voya Retirement Insurance and Annuity Company
Customer Service
One Orange
Way
Windsor, CT 06095-4774
1-800-584-6001
Inquiries
You may contact us directly by writing or calling to us at the address or phone number shown above.
|
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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Windsor, State of Connecticut, on this 21st day of July, 2022. |
| By: | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | ||
| (Depositor) | |||
| /s/ Charles P. Nelson | |||
| Charles P. Nelson | |||
| President | |||
| (principal executive officer) | |||
| As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Each person whose signature appears below hereby constitutes and appoints Peter M. Scavongelli as such person’s true and lawful attorney and agent with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities, to sign for such person and in such person’s name and capacity indicated below, any and all amendments to this Registration Statement, hereby ratifying and confirming such person’s signature as it may be signed by said attorneys to any and all amendments (pre-effective and post-effective amendments). |
| Signature | Title | Date | ||
| /s/ Charles P. Nelson | Director and President | ) | June 4, 2022 | |
| Charles P. Nelson | (principal executive officer) | ) | ||
| ) | ||||
| /s/ Michael R. Katz | Director and Chief Financial Officer | ) | June 6, 2022 | |
| Michael R. Katz | (principal financial officer) | ) | ||
| ) | ||||
| /s/ C. Landon Cobb, Jr. | Chief Accounting Officer | ) | June 5, 2022 | |
| C. Landon Cobb, Jr. | (principal accounting officer) | ) | ||
| ) | ||||
| /s/ Robert L. Grubka | Director | ) | June 6, 2022 | |
| Robert L. Grubka | ) | |||
| ) | ||||
| /s/ Heather H. Lavelle | Director | ) | June 7, 2022 | |
| Heather H. Lavelle | ) | |||
| ) | ||||
| /s/ Francis G. O’Neill | Director | ) | June 7, 2022 | |
| Francis G. O’Neill | ) | |||
| ) | ||||
| /s/ Mona M. Zielke | Director | ) | June 6, 2022 | |
| Mona M. Zielke | ) | |||
| ) |
| /s/ Michael S. Smith | Director | ) | June 3, 2022 | |
| Michael S. Smith | ) | |||
By: |
/s/ Peter M. Scavongelli | |
| Peter M. Scavongelli | ||
| *Attorney-in-Fact |
Exhibit Index
| Exhibit No. | Exhibit | |
| 107 | Filing Fee Table |
Exhibit 107
Calculation of Filing Fee Table
…………..
FORM S-3
(Form Type)
……………………………………………………..
Voya Retirement Insurance and Annuity Company
(Exact Name of Registrant as Specified in its Charter)
Newly Registered and Carry Forward Securities
|
Security Type |
Security Class Title1 |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit2 |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
| Newly Registered and Carry Forward Securities | ||||||||||||
| Fees to Be Paid | Other | Other | 457(o) | 200,000,000 | Not applicable | $200,000,000 | $92.70 per million | $18,540.00 | ||||
| Fees Previously Paid3 | Other | Other | Not applicable | 150,000,000 | Not applicable | $150,000,000 | $129.80 per million | $19,470.00 | Not applicable | Not applicable | Not applicable | Not applicable |
| Total Offering Amounts | Not applicable | $18,540.00 | ||||||||||
| Total Fees Previously Paid | -- | |||||||||||
| Total Fee Offsets | -- | |||||||||||
| Net Fee Due | $18,540.00 | |||||||||||
Explanations Related to Table Above:
| 1 | There is only a single class of the market value adjustment securities registered on this Form S-3. Likewise, there was only a single class of market value adjustment securities registered on the prior Form S-3 from which securities are being carried over. |
| 2 | Not applicable because market value adjustment securities are sold based on dollars invested, rather than based on a price per unit. |
| 3 | This registration statement includes unsold securities previously registered under the Securities Act of 1933 (“Securities Act”) on Form S-3 (File No. 333-239315) filed by the Registrant on June 19, 2020 (“Prior Registration Statement”). Pursuant to Rule 415(a)(6) under the Securities Act, all unsold securities from the Prior Registration Statement will be added to this Registration Statement and the offering of securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. As of June 30, 2022, there were $40,092 of unsold securities registered pursuant to the Prior Registration Statement. |
VOYA LETTERHEAD
LEGAL/PRODUCT FILING UNIT
ONE ORANGE WAY, C2N
WINDSOR, CT 06094-4774
PETER M. SCAVONGELLI
SENIOR COUNSEL
PHONE: (860) 580-1631 | EMAIL: PETER.SCAVONGELLI@VOYA.COM
BY EDGARLINK
July 21, 2022
Ms. Jaea Hahn, Esq.
U.S. Securities and Exchange Commission
Division of Investment Management
Disclosure Review and Accounting Office
100 F Street, NE
Washington, DC 20549
| Re: |
Voya Retirement Insurance and Annuity Registration Statement on Form S-3 Prospectus Title: Guaranteed Accumulation Account File Nos.: 333-266021 |
Ms. Hahn:
On behalf of Voya Retirement Insurance and Annuity Company (the "Company") we are responding to your comments conveyed to us by emails on July 20, 2022 and July 21, 2022, in relation to the Registration Statement filed on Form S-3 on July 5, 2022. The following summarizes your comments, and our responses to those comments.
Comment #1: The 10-K’s that are incorporated by reference on page 17 of the prospectus are not hyperlinked as required by Rule 411 under the Securities Act and Rule 0-4 under the Investment Company Act.
Response #1: We will hyperlink the 10-K reference in the final prospectus.
Comment #2: Peter’s email stated that this registration statement was being filed to add additional shares of the Guaranteed Accumulation Account that were previously registered. While it is not a requirement that you combine registration statements, we usually see language on the cover page of the registration statement combining a prior registration statement (including the Securities Act file number) where shares of the prior registration statement remain unsold.
Response #2: We will be filing an amendment to include a revised Exhibit 107 with the unsold securities from the previous registration.
If you have any questions, please call the undersigned at 860-580-1631.
Sincerely,
| /s/ Peter M. Scavongelli | |
| Peter M. Scavongelli |
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