8-A12B 1 d8a12b.txt FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 JOHN HANCOCK LIFE INSURANCE COMPANY ----------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 04-1414660 -------------------------------------------------------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) John Hancock Place, 200 Clarendon Street, Boston, Massachusetts 02116 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) -------------------------------------------------------------------------------- If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective pursuant Exchange Act and is effective pursuant to General Instruction A.(c), please to General Instruction A.(d), please check the following box. [X] check the following box. [ ] -------------------------------------------------------------------------------- Securities Act registration statement file number to which this form relates: 333-85488 (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: -------------------------------------------------------------------------------- Name of each exchange on which each Title of each class to be so registered class is to be registered --------------------------------------- -------------------------------------- 5.00% Notes due 2012 New York Stock Exchange -------------------------------------------------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: None ---- (Title of Class) 1 Item 1. Description of Securities To Be Registered. ------------------------------------------ The information in the section captioned "Description of Notes" in the Registrant's prospectus filed with the Securities and Exchange Commission on July 22, 2002, pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, which prospectus relates to the Registrant's Registration Statement on Form S-3 (Reg. No. 333-85488), as amended, is incorporated herein by reference. Item 2. Exhibits. -------- 4.1 Indenture, dated as of June 15, 2002, between the Company and JPMorgan Chase Bank, Trustee (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-3 [Reg. No. 333-85488] and incorporated herein by reference). 4.2 Form of SignatureNotes/SM/ in global form included in Exhibit 4.1 (filed as Exhibit 4.2 to the Company's Registration Statement on Form S-3 [Reg. No. 333-85488] and incorporated herein by reference). 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 29, 2002 JOHN HANCOCK LIFE INSURANCE COMPANY By: /s/ Ronald J. McHugh Ronald J. McHugh Vice President 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 4.1 Indenture, dated as of June 15, 2002, between the Company and JPMorgan Chase Bank, Trustee (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-3 [Reg. No. 333-85488] and incorporated herein by reference). 4.2 Form of SignatureNotes/SM/ in global form included in Exhibit 4.1 (filed as Exhibit 4.2 to the Company's Registration Statement on Form S-3 [Reg. No. 333-85488] and incorporated herein by reference). 4