As filed with the Securities and Exchange Commission on May 3, 2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AFLAC INCORPORATED
(Exact name of registrant as specified in its charter)
Georgia 58-1167100
(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1932 Wynnton Road 31999
Columbus, Georgia (Zip Code)
(Address of principal executive offices)
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AFLAC Incorporated 2004
Long-Term Incentive Plan
(Full title of the plan)
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Audrey Tillman
Senior Vice President
AFLAC Incorporated
Worldwide Headquarters
1932 Wynnton Road
Columbus, Georgia 31999
(706) 323-3431
(Name, address and telephone number,
including area code, of agent for service)
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Copies of communications to:
Michael P. Rogan, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, DC 20005-2111
(202) 371-7000
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount To Be Offering Price Per Aggregate Offering Registration Fee
To Be Registered Registered Share (1) Price
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Common Stock, par 25,000,000 shares $42.06 $1,051,500,000 $133,225.05
value $.10 per share (2)
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(1) Pursuant to Rule 457(h) of the Securities Act of 1933, and solely for the
purpose of calculating the registration fee, the proposed maximum offering price
per share is based on the average of the high and low sales prices of the Common
Stock on the New York Stock Exchange on April 29, 2004.
(2) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered by this Registration
Statement changes, the provisions of Rule 416 under the Securities Act shall
apply to this Registration Statement, and this Registration Statement shall be
deemed to cover the additional securities resulting from the split of, or the
dividend on, the securities covered by this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"),
and the introductory note to Part I of Form S-8. The documents containing the
information specified in Part I will be delivered to the participants in the
plan covered by this Registration Statement as required by Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed with the Securities and Exchange
Commission (the "SEC") by AFLAC Incorporated, a Georgia corporation ("AFLAC"),
and are incorporated herein by reference and made a part hereof:
(a) AFLAC's Annual Report on Form 10-K for the fiscal year ended December
31, 2003, filed pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) All other reports filed by AFLAC pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 2003; and
(c) The description of AFLAC's Common Stock, par value $.10 per share, (the
"Common Stock") contained in AFLAC's Registration Statement No. 2-42723 on Form
S-1 filed with the SEC and incorporated by reference in AFLAC's Registration
Statement on Form 8-A dated March 29, 1974, including any amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by AFLAC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities offered pursuant to this
Registration Statement have been sold or that deregisters all securities then
remaining unsold, shall also be deemed to be incorporated by reference herein
and to be a part hereof from the dates of filing of such documents.
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 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. Interests of Named Experts and Counsel.
The validity of the securities described herein has been passed upon for
AFLAC by Joey M. Loudermilk, Executive Vice President, General Counsel and
Corporate Secretary for AFLAC. As of May 3, 2004, Mr. Loudermilk beneficially
owned 364,113 shares of Common Stock and options to purchase 325,000 shares of
Common Stock.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code (the "GBCC") provides that a corporation may indemnify or obligate itself
to indemnify an individual made a party to a proceeding because he or she is or
was a director against liability incurred in the proceeding if: (1) such
individual conducted himself or herself in good faith; and (2) such individual
reasonably believed: (A) in the case of conduct in his or her official capacity,
that such conduct was in the best interests of the corporation; (B) in all other
cases, that such conduct was at least not opposed to the best interests of the
corporation; and (C) in the case of any criminal proceeding, that the individual
had no reasonable cause to believe such conduct was unlawful. Subsection (d) of
Section 14-2-851 of the GBCC provides that a corporation may not indemnify a
director: (1) in connection with a proceeding by or in the right of the
corporation, except for reasonable expenses incurred in connection with the
proceeding if it is determined that the director has met the relevant standard
of conduct; or (2) or in connection with any proceeding with respect to conduct
for which he or she was adjudged liable on the basis that personal benefit was
improperly received by him or her, whether or not involving action in his or her
official capacity. Notwithstanding the foregoing, pursuant to Section 14-2-854,
a court shall order a corporation to indemnify or give an advance for expenses
to a director if such court determines the director is entitled to
indemnification under Section 14-2-854 or if it determines that in view of all
relevant circumstances, it is fair and reasonable, even if the director has not
met the standard of conduct set forth in subsections (a) and (b) of Section
14-2-851 of the GBCC or was adjudged liable in a proceeding referred to in
subsection (d) of Section 14-2-851 of the GBCC.
Section 14-2-852 of the GBCC provides that a corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which the director was a party because he or
she was a director of the corporation against reasonable expenses incurred by
the director in connection with the proceeding.
Subsection (c) of Section 14-2-857 of the GBCC provides that an officer
of the corporation who is not a director is entitled to mandatory
indemnification under Section 14-2-852 and may apply to a court under Section
14-2-854 for indemnification or advances for expenses, in each case to the same
extent to which a director may be entitled to indemnification or advances for
expenses under those provisions. In addition, subsection (d) of Section 14-2-857
provides that a corporation may also indemnify and advance expenses to an
employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, action of
its board of directors or contract.
The Bylaws of AFLAC provide for indemnification of officers and
directors to the fullest extent permitted by such Georgia law. AFLAC's Articles
of Incorporation also limit the potential personal monetary liability of the
members of AFLAC's Board of Directors to AFLAC or its shareholders for certain
breaches of their duty of care or other duties as a director.
AFLAC maintains (i) director and officer liability insurance that
provides for indemnification of directors and officers of AFLAC and of its
majority-owned subsidiaries, and (ii) company reimbursement insurance that
provides for indemnification of AFLAC and its majority-owned subsidiaries in
those instances where AFLAC and/or its majority-owned subsidiaries indemnified
its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit No. Description
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4.1 AFLAC Incorporated 2004 Long-Term Incentive Plan (incorporated herein by
reference to Exhibit B to the AFLAC 2004 Proxy Statement, filed March 15,
2004).*
4.2 Articles of Incorporation of AFLAC Incorporated, as amended (incorporated
herein by reference to Exhibit 3 to the Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000).*
4.3 Bylaws of AFLAC Incorporated, as amended and restated (incorporated herein
by reference to Exhibit 3.1 to the Annual Report on Form 10-K for the
fiscal year ended December 31, 2003).*
5.1 Opinion of Joey M. Loudermilk, General Counsel of AFLAC Incorporated,
regarding legality of the securities being registered.
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on the signature page of this Registration
Statement).
* Incorporated By Reference
Item 9. Undertakings.
AFLAC hereby undertakes:
(a) (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 this 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 this Registration Statement;
and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (i) and (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 SEC
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purposes 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) That, for purposes of determining any liability under the Securities Act,
each filing of AFLAC's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this 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 AFLAC
pursuant to the foregoing provisions, or otherwise, AFLAC has been advised that
in the opinion of the SEC 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 AFLAC of expenses incurred or paid by a director, officer or
controlling person of AFLAC 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, AFLAC 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
The Registrant. Pursuant to the requirements of the Securities Act, AFLAC
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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 Columbus, State of Georgia, on this 3rd day of
May, 2004.
AFLAC INCORPORATED
By: /s/ Daniel P. Amos
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Daniel P. Amos
Chief Executive Officer,
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below, acting in the capacity or capacities stated opposite their
respective names, hereby constitutes and appoints Daniel P. Amos, Joey M.
Loudermilk, and Kriss Cloninger III, and each of them, our true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, to do any and all acts and things and execute, in the name of
the undersigned, any and all instruments which said attorneys-in-fact and agents
may deem necessary or advisable in order to enable AFLAC Incorporated to comply
with the Securities Act of 1933, as amended (the "Securities Act"), and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing with the Securities and Exchange Commission of this
Registration Statement on Form S-8 under the Securities Act, including
specifically but without limitation, power and authority to sign the name of the
undersigned to such Registration Statement, and any amendments to such
Registration Statement (including post-effective amendments), and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with applicable state securities laws, and to file the same, together
with other documents in connection therewith with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and to perform each and every act
and thing requisite or necessary to be done in and about the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
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 this 3rd day of May, 2004.
SIGNATURE TITLE
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/s/ Kriss Cloninger III President, Chief Financial Officer, Treasurer and Director
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Kriss Cloninger III
/s/ Ralph A. Rogers Jr. Senior Vice President, Financial Services,
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Ralph A. Rogers Jr. Chief Accounting Officer
/s/ J. Shelby Amos II Director
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J. Shelby Amos II
/s/ Michael H. Armacost Director
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Michael H. Armacost
/s/ Joe Frank Harris Director
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Joe Frank Harris
/s/ Elizabeth J. Hudson Director
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Elizabeth J. Hudson
/s/ Kenneth S. Janke Sr. Director
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Kenneth S. Janke Sr.
/s/ Douglas W. Johnson Director
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Douglas W. Johnson
/s/ Robert B. Johnson Director
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Robert B. Johnson
/s/ Charles B. Knapp Director
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Charles B. Knapp
/s/ Hidefumi Matsui Director
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Hidefumi Matsui
/s/ Nobuhiro Mori Director
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Nobuhiro Mori
/s/ E. Stephen Purdom Director
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E. Stephen Purdom
/s/ Barbara K. Rimer Director
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Barbara K. Rimer
/s/ Marvin R. Schuster Director
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Marvin R. Schuster
/s/ Glenn Vaughn Jr. Director
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Glenn Vaughn Jr.
/s/ Robert L. Wright Director
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Robert L. Wright
Exhibit Index
Exhibit No. Description
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4.1 AFLAC Incorporated 2004 Long-Term Incentive Plan (incorporated herein by
reference to Exhibit B to the AFLAC 2004 Proxy Statement, filed March 15,
2004).*
4.2 Articles of Incorporation of AFLAC Incorporated, as amended (incorporated
herein by reference to Exhibit 3 to the Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000).*
4.3 Bylaws of AFLAC Incorporated, as amended and restated (incorporated herein
by reference to Exhibit 3.1 to the Annual Report on Form 10-K for the
fiscal year ended December 31, 2003).*
5.1 Opinion of Joey M. Loudermilk, General Counsel of AFLAC Incorporated,
regarding legality of the securities being registered.
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on the signature page of this Registration
Statement).
* Incorporated By Reference