-----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, HGTQJ1Z8gUP4fPtD9p10ScTVrPd341PDIejD6gugYGycnkOOrgni+Wc9aSqFPENp yDgvWfnvjJ1Srs4fgV2klQ== 0000927016-99-000712.txt : 19990218 0000927016-99-000712.hdr.sgml : 19990218 ACCESSION NUMBER: 0000927016-99-000712 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990217 EFFECTIVENESS DATE: 19990217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLMERICA FINANCIAL CORP CENTRAL INDEX KEY: 0000944695 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 043263626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-72491 FILM NUMBER: 99544456 BUSINESS ADDRESS: STREET 1: 440 LINCOLN ST CITY: WORCESTER STATE: MA ZIP: 01653 BUSINESS PHONE: 5088551000 MAIL ADDRESS: STREET 1: 440 LINCOLN ST CITY: WORCESTER STATE: MA ZIP: 01653 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 17, 1999 File No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- ALLMERICA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 04-3263626 State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) ----------------------- 440 Lincoln Street Worcester, Massachusetts 01653 (508) 855-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ----------------------- Citizens Corporation 1994 Long Term Stock Incentive Plan (Full title of each plan) ----------------------- JOHN F. KELLY, ESQ. 440 Lincoln Street Worcester, Massachusetts 01653 (508) 855-1000 (Name and address, including zip code, and telephone number, including area code, of agent for service of process for registrant) ----------------------- With copies to: LAUREN I. NORTON, ESQ. Ropes & Gray One International Place Boston, Massachusetts 02110 (617) 951-7000 CALCULATION OF REGISTRATION FEE
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registered registered (1) offering price per share aggregate offering price registration fee - ------------------------------------------------------------------------------------------------------------------- Common Stock, 4,125 shares $ 24.77 $ 102,176 $ 28.41 par value $0.01 5,541 shares $ 27.00 $ 149,607 $ 41.59 9,051 shares $ 27.41 $ 248,088 $ 68.97 14,101 shares $ 29.64 $ 417,954 $116.19 3,695 shares $ 30.66 $ 113,289 $ 31.49 - ------------------------------------------------------------------------------------------------------------------- Total 36,513 shares $ 28.24 (2) $1,031,114 $286.65 - -------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement covers shares of Common Stock issuable upon exercise of options granted under the Citizens Corporation 1994 Long Term Stock Incentive Plan and assumed by Allmerica Financial Corporation pursuant to a merger. In addition, this Registration Statement covers an indeterminate number of additional shares of Common Stock which may be issued under such plans as a result of stock splits, stock dividends or similar transactions in accordance with the provisions of such plans. (2) Based on the weighted average of the proposed maximum offering prices per share listed above. ================================================================================ Exhibit Index on page 8 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Note: The document(s) containing the information required by Item 1 of this Form S-8 and the statement of availability of information of Allmerica Financial Corporation (the "Company"), and other information required by Item 2 of this Form will be sent or given to employees as specified by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The Company shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Company shall furnish to the Commission or its staff a copy of any or all of the documents included in such file. -2- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Allmerica Financial Corporation (the "Company") hereby incorporates by reference the following documents and information heretofore filed with the Securities and Exchange Commission (the "Commission"): (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998; (c) The description of the common stock of the Company contained in the Company's Registration Statement on Form S-1 (File No. 33-91766) which the Commission declared effective on October 10, 1995, and any amendment or report filed for the purpose of updating any such description; (d) The Company's Current Reports on Form 8-K dated February 10, 1998, June 12, 1998, August 3, 1998, October 19, 1998, October 27, 1998, November 3, 1998, November 17, 1998, November 25, 1998, December 4, 1998, December 7, 1998, December 15, 1998, and February 5, 1999; (e) The Company's Annual Report to Stockholders for the fiscal year ended December 31, 1997; and (g) All other reports filed by the Registrant with the Securities and Exchange Commission pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the Registrant's Annual Report referred to above. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Item 4. Description of Securities. Not required. Item 5. Interests of Named Experts and Counsel. The validity of the shares of Common Stock offered hereunder has been passed upon by John F. Kelly, Vice President and General Counsel of the Company. Item 6. Indemnification of Directors and Officers. The Company is a Delaware corporation. Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL") enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for violations of the director's fiduciary duty, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment -3- of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. The Certificate of Incorporation and By-Laws of the Company contain provisions eliminating the liability of directors to the extent permitted by Section 102(b)(7) of the DGCL. Section 145 of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. The Certificate of Incorporation of the Company provides for indemnification of each of the Company's directors, officers and employees to the full extent permitted by the DGCL. The Registrant and its subsidiaries and affiliates maintain various directors' and officers' insurance policies. Item 7. Exemption From Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit 4.1. Citizens Corporation 1994 Long Term Stock Incentive Plan dated June 3, 1994 (filed as Exhibit 10.17 to Citizens' Annual Report for the year ended December 31, 1994 on Form 10-K, filed March 29, 1995 and incorporated herein by reference). 4.2 Certificate of Incorporation of the Company.* 4.3 By-Laws of the Company.* 4.4 Specimen Certificate of Common Stock.* 5. Opinion of John F. Kelly, Vice President and General Counsel. 23.1. Consent of PricewaterhouseCoopers LLP. 23.2. Consent of John F. Kelly, Vice President and General Counsel (contained in the opinion filed as Exhibit 5 to this registration statement). 24. Power of Attorney (included in Part II of this registration statement under the caption "Signatures"). _______________ *Incorporated herein by reference to the Registrant's Registration Statement on Form S-1 (No. 33-91766) originally filed with the Securities and Exchange Commission on May 1, 1995. -4- Item 9. Undertakings. (a) 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; (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 (a)(1)(i) and (a)(1)(ii) above shall 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 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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) Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. -5- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Worcester, Commonwealth of Massachusetts, on the 16th day of February, 1999. ALLMERICA FINANCIAL CORPORATION By /s/ John F. O'Brien ------------------------------------ Name: John F. O'Brien Title: Chief Executive Officer, President and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 16, 1999. KNOW ALL MEN BY THESE PRESENTS that each officer and director of Allmerica Financial Corporation whose signature appears below constitutes and appoints John F. O'Brien, John F. Kelly and Edward J. Parry III and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any and all amendments, or any post-effective amendments and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Signature Title --------- ----- /s/ John F. O'Brien Chief Executive Officer, President - -------------------------------------- and Director (Principal Executive John F. O'Brien Officer) /s/ Edward J. Parry Chief Financial Officer (Principal - -------------------------------------- Financial and Accounting Officer) Edward J. Parry /s/ Michael P. Angelini Director - -------------------------------------- Michael P. Angelini /s/ E. Gordon Gee Director - -------------------------------------- E. Gordon Gee /s/ Samuel J. Gerson Director - -------------------------------------- Samuel J. Gerson /s/ Gail L. Harrison Director - -------------------------------------- Gail L. Harrison /s/ Robert P. Henderson Director - -------------------------------------- Robert P. Henderson -6- /s/ M Howard Jacobson Director - -------------------------------------- M Howard Jacobson /s/ J. Terrence Murray Director - -------------------------------------- J. Terrence Murray /s/ Robert J. Murray Director - -------------------------------------- Robert J. Murray /s/ John L. Sprague Director - -------------------------------------- John L. Sprague /s/ Robert G. Stachler Director - -------------------------------------- Robert G. Stachler /s/ Herbert M. Varnum Director - -------------------------------------- Herbert M. Varnum /s/ Richard M. Wall Director - -------------------------------------- Richard M. Wall -7- EXHIBIT INDEX
Exhibit Page - ------- ------ Number Title of Exhibit Number - ------ ---------------- ------ 4.1. Citizens Corporation 1994 Long Term Stock Incentive Plan dated June 3, 1994 (filed as Exhibit 10.17 to Citizens' Annual Report for the year ended December 31, 1994 on Form 10-K, filed March 29, 1995 and incorporated herein by reference). 4.2 Certificate of Incorporation of the Company.* 4.3 By-Laws of the Company.* 4.4 Specimen Certificate of Common Stock.* 5. Opinion of John F. Kelly, Vice President and General Counsel. 23.1. Consent of PricewaterhouseCoopers LLP. 23.2. Consent of John F. Kelly, Vice President and General Counsel (contained in the opinion filed as Exhibit 5 to this registration statement). 24. Power of Attorney (included in Part II of this registration statement under the caption "Signatures").
EX-5 2 OPINION OF JOHN KELLY, V.P. AND GENERAL COUNSEL Exhibit 5 --------- February 12, 1999 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Allmerica Financial Corporation -- Registration Statement on Form S-8 --------------------------------------------------------------------- Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 (the "Registration Statement") which Allmerica Financial Corporation (the "Company") is filing concurrently herewith with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to (i) 36,513 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), issuable from time to time upon exercise of options granted under the Citizens Insurance Company of America Stock Option Plan dated June 3, 1994 (the "Citizens Plan") and assumed by the Company, and (iii) an indeterminate number of shares of such Common Stock which may be issued or become issuable under the Citizens Plan by reason of stock dividends, stock splits or other recapitalizations executed hereafter. I am General Counsel for the Company and I have acted as counsel for the Company in connection with the Citizens Plan. I have examined the Certificate of Incorporation and By-laws of the Company and all amendments thereto and have examined and relied on such other documents, including the Citizens Plan, as in my judgment were necessary or appropriate to enable me to render the opinions expressed below. Based on the foregoing, I am of the opinion that: 1. When issued and paid for in compliance with the terms of the Citizens Plan, the 36,513 shares of Common Stock referred to above will be duly and validly issued, fully paid and non-assessable; and 2. The additional shares of Common Stock which may become issuable under the Citizens Plan by reason of stock dividends, stock splits or other recapitalizations hereafter executed, if and when issued in accordance with the terms of the Citizens Plan and upon compliance with the applicable provisions of law and of the Company's Certificate of Incorporation and By-laws, both as amended to date, will be duly and validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion letter with and as a part of the Registration Statement and of any amendments thereto. I understand that this opinion is to be used only in connection with the offer and sale of the Common Stock described above only while the Registration Statement, as it may be amended from time to time as contemplated by Section 10(a)(3) of the Securities Act, is effective under the Securities Act. Very truly yours, /s/ John F. Kelly John F. Kelly General Counsel EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.1 ------------ CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 3, 1998 which appears in the Allmerica Financial Corporation 1997 Annual Report, which is incorporated by reference in Allmerica Financial Corporation's Annual Report on Form 10-K for the year ended December 31, 1997. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, Massachusetts February 12, 1999 -----END PRIVACY-ENHANCED MESSAGE-----