As filed with the Securities and Exchange Commission on November 12, 2019
Registration Statement FileNo. 033-56987
Registration Statement FileNo. 333-25203
Registration Statement FileNo. 333-50943
Registration Statement FileNo. 333-63118
Registration Statement FileNo. 333-65726
Registration Statement FileNo. 333-107698
Registration Statement FileNo. 333-107699
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE TRAVELERS COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Minnesota | 41-0518860 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
485 Lexington Avenue
New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
The St. Paul Companies, Inc. 1994 Stock Incentive Plan
The St. Paul Holdings 1996 (No. 1) Share Option Plan
The St. Paul Holdings 1996 (No. 2) Share Option Scheme
The St. Paul/USF&G Replacement Nonqualified Stock Option Plan
The St. Paul Companies, Inc. Amended and Restated 1994 Stock Incentive Plan
The St. Paul Companies, Inc. 1999 Global Stock Option Plan
The St. Paul Companies, Inc. UK Sharesave Scheme
The St. Paul Companies, Inc. Irish Sharesave Scheme
(Full title of the plans)
Christine K. Kalla
Executive Vice President and General Counsel
The Travelers Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
(651)310-7911
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Explanatory Note
The Travelers Companies, Inc. (the “Company”) is filing these post-effective amendments (these “Post-Effective Amendments”) to the following registration statements (together, the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all shares of the Company’s common stock, without par value (“Common Stock”), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:
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The purpose of these Post-Effective Amendments is to deregister such portion of the Common Stock previously registered under the Registration Statements that has not been sold or is otherwise unissued under each such Registration Statement as of the date hereof, as the Company no longer grants awards or issues Common Stock under the respective plans.
Part II—Information Required in the Registration Statement
Item 8. | Exhibits. |
The following is a complete list of exhibits filed or incorporated by reference as part of these Post-Effective Amendments:
Exhibit Number | Description of Exhibit | |
24 | Power of Attorney. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, State of Minnesota, on November 12, 2019.
THE TRAVELERS COMPANIES, INC. (Registrant) | ||
By: | /s/ Christine K. Kalla | |
Name: | Christine K. Kalla | |
Title: | Executive Vice President and General Counsel |
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments have been signed by the following persons in the capacities and on the dates indicated.
Date: November 12, 2019 | /s/ Alan D. Schnitzer | |||||
Alan D. Schnitzer, Director, Chairman and Chief Executive Officer (Principal Executive Officer) | ||||||
Date: November 12, 2019 | /s/ Daniel S. Frey | |||||
Daniel S. Frey, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||
Date: November 12, 2019 | /s/ Douglas K. Russell | |||||
Douglas K. Russell, Senior Vice President and Corporate Controller (Principal Accounting Officer) |
Alan L. Beller, Director*
Janet M. Dolan, Director*
Patricia L. Higgins, Director*
William J. Kane, Director*
Clarence Otis Jr., Director*
Philip T. Ruegger III, Director*
Todd C. Schermerhorn, Director*
Donald J. Shepard, Director*
Laurie J. Thomsen, Director*
* | Christine K. Kalla, by signing her name hereto, does hereby sign this document on behalf of herself and each of the above-named directors of the Company pursuant to a power of attorney duly executed by such persons (set forth in Exhibit 24 to this Registration Statement). |
/s/ Christine K. Kalla |
Christine K. Kalla |
(For herself and asattorney-in-fact) |
Date: November 12, 2019 |