SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HORACE MANN EDUCATORS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 37-0911756
(State or other jurisdiction of 2(I.R.S.0Employer
incorporation or organization) Identification Number)
Identification Number)
1 Horace Mann Plaza
Springfield, Illinois 62715-0001
(Address of Principal Executive Offices, including Zip Code)
HORACE MANN EDUCATORS CORPORATION
2001 STOCK INCENTIVE PLAN
(Full title of the Plan)
Ann Caparros
General Counsel
Horace Mann Educators Corporation
1 Horace Mann Plaza
Springfield, Illinois 62715
(217) 789-2500
(Name, address, and telephone number, including area code, of agent for service)
WITH A COPY TO:
Martin J. Moderson, Esq.
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite 1100
Kansas City, Missouri 64111
(816) 460-2400
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum
to be Offering Price Aggregate Amount of
Title of Securities registered Per Share Offering registration
to be registered (1) (2) Price (2) fee (2)
- ------------------- ---------- --------------- ------------- ------------
Common Stock, par 1,500,000 $18.06 - $21.77 $28,588,400 $6,833
value $.001 per shares
share
(1) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered on this Registration
Statement changes, the provisions of Rule 416 shall apply to this Registration
Statement, and this Registration Statement shall cover the additional securities
resulting from such split, dividend or similar transaction.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, based on (i) the
average ($19.10) of the high and low prices of a share of common stock of Horace
Mann Educators Corp. reported for trading on the New York Stock Exchange on
December 3, 2001 with respect to 1,300,000 shares issuable under the Plan and
(ii) the option price of $21.77 with respect to 20,000 shares, $21.67 with
respect to 20,000 shares, and $18.06 with respect to 160,000 shares available
for issuance upon exercise of outstanding options granted under the Plan.
================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the United States Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act") and under the General Instructions to Part I of Form S-8, this
Registration Statement omits the information specified in Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
The following documents filed by Horace Mann Educators Corporation (the
"Registrant" or "HMEC") with the Commission are hereby incorporated by reference
and made a part of this Registration Statement, as of their respective dates:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000 (Commission File No. 001-10890).
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001
(Commission File No. 001-10890).
(c) The description of the Registrant's Common Stock contained in the
Registrant's effective Registration Statement on Form 8-A,
including any amendment or report filed for the purpose of
updating such description (File No. 001-10890).
All other reports subsequently filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities registered hereby have been sold or which deregisters all of the
securities offered then remaining unsold.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") makes
provision for the indemnification of officers and directors of corporations in
terms sufficiently broad to indemnify the officers and directors of the
Registrant under certain circumstances from liabilities (including reimbursement
of expenses incurred) arising under the Securities Act.
As permitted by the DGCL, the Registrant's Certificate of Incorporation(the
"Charter") provides that, to the fullest extent permitted by the DGCL, no
director shall be liable to the Registrant or to its shareholders for monetary
damages for breach of his fiduciary duty as a director. Delaware law does not
permit the elimination of liability (i) for any breach of the director's duty of
loyalty to the Registrant or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or stock redemptions
or repurchases or (iv) for any transaction from which the director derives an
improper personal benefit. The effect of this provision in the Charter is to
eliminate the rights of the Registrant and its shareholders (through
shareholders' derivative suits on behalf of the Registrant) to recover monetary
damages against a director for breach of fiduciary duty as a director thereof
(including breaches resulting from negligent or grossly negligent behavior)
except in the situations described in clauses (i)-(iv), inclusive, above. These
provisions will not alter the liability of directors under federal securities
laws.
The Registrant's Bylaws (the "Bylaws") provide that the Registrant shall
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, administrative or investigative (other than an action by or in
the right of the Registrant) by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant, or is or was serving at the
request of the Registrant 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 such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.
The Bylaws also provide that the Registrant shall indemnify any person 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 Registrant to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted under similar
standards, 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 Registrant unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to be
indemnified for such expenses which the Court of Chancery of the State of
Delaware or the court in which such action was brought shall deem proper.
The Bylaws provide that the indemnification described above shall be made
by the Registrant only as authorized in the specific case upon a determination
by the Registrant's board of directors, independent legal counsel if so directed
by the disinterested directors, or the Registrant's stockholders, that such
indemnification is proper in the circumstances because such person has met the
standard of conduct described above. Expenses incurred in defending such an
action, suit or proceeding shall be paid by the Registrant in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by such person to repay such amount if it is ultimately determined
that such person is not entitled to be indemnified by the Registrant.
The Bylaws also provide that to the extent a director or officer of the
Registrant has been successful in the defense of any action, suit or proceeding
referred to in the previous paragraphs or in the defense of any claim, issue, or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith; that indemnification and advancement of expenses provided for in the
Bylaws shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and that the Registrant may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Registrant, or is or was serving in any of the capacities set forth
above, against any liability asserted against such person or incurred by such
person in any such capacity or arising out of such person's status as such
whether or not the Registrant would have the power to indemnify such person
against such liabilities under such Bylaws.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this Registration Statement on Form S-8 are listed in the
Exhibit Index of this Registration Statement, which Exhibit Index is
incorporated herein by reference in response to this Item.
Item 9. Undertakings
(a) The 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; and
(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 the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission 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; and
(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 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.
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 the city of Springfield, State of Illinois, on the 29th day of
November, 2001.
HORACE MANN EDUCATORS CORPORATION
By: /s/ Louis G. Lower II
------------------------------
Louis G. Lower II
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the directors and/or officers of the Registrant whose signature
appears below hereby appoints Ann Caparros, as his or her attorney-in-fact to
sign his or her name and on his or her behalf, in any and all capacities stated
below, and to file with the Securities and Exchange Commission any and all
amendments, including post-effective amendments to this Registration Statement
as appropriate, and generally to do all such things in their behalf in their
capacities as officers and directors to enable Registrant to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on November 29, 2001 by the following
persons in the capacities indicated.
SIGNATURE TITLE
/s/ Louis G. Lower II Director, President, and Chief Executive Officer
- ------------------------
Louis G. Lower II (Principal Executive Officer)
/s/ Peter H. Heckman Executive Vice President and Chief Financial Officer
- ------------------------
Peter H. Heckman (Principal Financial Officer)
/s/ Thomas K. Manion Senior Vice President and Controller
- ------------------------
Thomas K. Manion (Principal Accounting Officer)
/s/ William W. Abbott Director
- ------------------------
William W. Abbott
/s/ Mary Futrell Director
- ------------------------
Mary H. Futrell
/s/ Donald E. Kierman Director
- ------------------------
Donald E. Kiernan
/s/ Joseph J. Melone Director
- ------------------------
Joseph J. Melone
/s/ Jeffrey L. Morby Director
- ------------------------
Jeffrey L. Morby
/s/ Shaun F. O'Malley Director
- ------------------------
Shaun F. O'Malley
Director
- ------------------------
Charles A. Parker
/s/ William J. Schoen Director
- ------------------------
William J. Schoen
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 Horace Mann Educators Corporation 2001 Stock Incentive Plan,
incorporated by reference to Exhibit 10.2 to HMEC's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2001,
filed with the Commission on November 14, 2001.
4.1(a) Specimen Employee Stock Option Agreement, incorporated by
reference to Exhibit 10.2(a) to HMEC's Quarterly Report on Form
10-Q for the quarter ended September 30, 2001, filed with the
Commission on November 14, 2001.
4.1(b) Specimen Director Stock Option Agreement, incorporated by
reference to Exhibit 10.2(a) to HMEC's Quarterly Report on Form
10-Q for the quarter ended September 30, 2001, filed with the
Commission on November 14, 2001.
4.2 Restated Certificate of Incorporation of HMEC, filed with the
Delaware Secretary of State on October 6, 1989, incorporated by
reference to Exhibit 3.1 to HMEC's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996, filed with the
Commission on November 14, 1996.
4.3 Certificate of Amendment to Restated Certificate of Incorporation
of HMEC, filed with the Delaware Secretary of State on October
18, 1991, incorporated by reference to Exhibit 3.2 to HMEC's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1996, filed with the Commission on November 14, 1996.
4.4 Certificate of Amendment to Restated Certificate of Incorporation
of HMEC, filed with the Delaware Secretary of State on August 23,
1995, incorporated by reference to Exhibit 3.3 to HMEC's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1996, filed with the Commission on November 14, 1996.
4.5 Certificate of Amendment to Restated Certificate of Incorporation
of HMEC, filed with the Delaware Secretary of State on September
23, 1996, incorporated by reference to Exhibit 3.4 to HMEC's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1996, filed with the Commission on November 14, 1996.
4.6 Certificate of Amendment to Restated Certificate of Incorporation
of HMEC, filed with the Delaware Secretary of State on June 5,
1998, incorporated by reference to Exhibit 3.1 to HMEC's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998, filed with the Commission on August 13, 1998.
4.7 Certificate of Amendment to Restated Certificate of Incorporation
of HMEC, filed with the Delaware Secretary of State on June 22,
2000, incorporated by reference to Exhibit 3.1(e) to HMEC's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2000, filed with the Commission on August 11, 2000.
4.8 Form of Certificate for shares of Common Stock, $0.001 par value
per share, of HMEC, incorporated by reference to Exhibit 4.5 to
HMEC's Registration Statement on Form S-3 (Registration No.
33-53118) filed with the Commission on October 9, 1992.
4.9 Bylaws of HMEC, incorporated by reference to Exhibit 4.6 to
HMEC's Registration Statement on Form S-3 (Registration No.
33-80059) filed with the Commission on December 6, 1995.
5.1 Opinion of Sonnenschein, Nath, and Rosenthal.
15 Letter of KPMG LLP re: Unaudited Interim Financial Information
23.1 Consent of KPMG LLP.
23.2 Consent of Sonnenschein, Nath, and Rosenthal (contained in
Exhibit 5.1).
24 Power of Attorney (included on the signature page of this
Registration Statement).