As filed with the Securities and Exchange Commission on August 29, 2002.
Registration No. 333-______
UNITED STATES 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 (I.R.S. Employer
incorporation or organization) Identification Number)
1 Horace Mann Plaza
Springfield, Illinois 62715-0001
(Address of Principal Executive Offices, including Zip Code)
HORACE MANN EDUCATORS CORPORATION 2002 INCENTIVE COMPENSATION PLAN
AMENDED AND RESTATED HORACE MANN EDUCATORS CORPORATION 1991 STOCK INCENTIVE PLAN
HORACE MANN EDUCATORS CORPORATION DEFERRED COMPENSATION PLAN FOR EMPLOYEES
HORACE MANN SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
(Full title of the Plans)
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)
Calculation of Registration Fee
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to be Amount to price per offering registration
registered(1) be registered(1) Share price fee
------------- ---------------- ----- ----- ---
Common Stock, $0.001
par value 5,650,000 shares $16.03(2) $90,569,500 $8,332.39(3)
(1) This registration statement (the "Registration Statement") registers the
offer and sale of up to 5,650,000 shares of Common Stock of Horace Mann
Educators Corporation (the "Company"), which may be offered and sold from time
to time pursuant to the Company's plans, as follows: 3,216,700 shares under the
2002 Incentive Compensation Plan (the "2002 Plan"); 1,883,300 shares under the
Amended and Restated Horace Mann Educators Corporation 1991 Stock Incentive Plan
(the "1991 Plan"); 50,000 shares under the Horace Mann Educators Corporation
Deferred Compensation Plan for Employees (the "DCP"); and 500,000 shares under
the Horace Mann Supplemental Retirement and Savings Plan (the "SRSP"). In
addition, the Company may make offers, including solicitations of offers to buy
shares, under the foregoing plans (the "Plans"), which transactions shall be
covered by the Registration Statement. Pursuant to Rule 416(a), the number of
shares being registered shall be adjusted to include any additional shares which
may become issuable as a result of stock splits, stock dividends or similar
transactions in accordance with the anti-dilution provisions of each Plan.
Shares that are not issued or delivered under the 1991 Plan will be available
for issuance and delivery under the 2002 Plan. In addition, pursuant to Rule
416(b), the Registration Statement covers an indeterminate amount of interests
to be offered or sold pursuant to the SRSP.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices for shares of Common Stock on August 26,
2002, as reported on the composite tape for New York Stock Exchange-listed
securities.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows: $92 per $1 million of proposed maximum aggregate offering
price.
================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
Item 1: Plan Information
As permitted by Rule 428 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 Item 1 Form
S-8, this Registration Statement omits the information specified in Part I of
Item 1 Form S-8.
Item 2: Registrant Information and Employee Plan Annual Information
The Plan documents, hereby incorporated by reference in Item 3, and any
other documents required to be delivered to employees pursuant to Rule 428(b)
are available without charge by contacting the Plan Administrator at 1 Horace
Mann Plaza, Springfield, Illinois 62715 (217) 789-2500. In addition, the
Registrant's website links to the SEC EDGAR data base at www.horacemann.com.
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") or by the SRSP 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, 2001 (Commission File No. 001-10890).
(b) The SRSP's Annual Report on Form 11-K for the fiscal year ended
December 31, 2001 (Commission File No. 001-10890).
(c) The Registrant's Quarterly Reports on Form 10-Q for the quarter
ended March 31, 2002 and the quarter ended June 30, 2002 (Commission File No.
001-10890), and any Current Report on Form 8-K filed by the Registrant since
December 31, 2001.
(d) 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 reports and other documents subsequently filed by the Registrant or the
SRSP pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act") prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
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 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.
The legality of the shares of Common Stock offered hereby has been passed
upon for the Registrant by Ann Caparros, Esq., General Counsel, Chief Compliance
Officer and Corporate Secretary of the Registrant. As
of August 23, 2002, Ms. Caparros owned 13 shares of the Company's Common Stock
and options to purchase 83,300 additional shares.
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 and members of the Plan Committee with administrative
responsibilities under the SRSP 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 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 of 1933;
(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 the Registration
Statement; notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(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 the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8, and 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 Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 and, where applicable, each filing of the SRSP's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
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 of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. 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 August, 2002.
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 constitutes and appoints Ann Caparros, as his or her
attorney-in-fact to sign his or her name 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 the 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 August 29, 2002 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/ Bret A. Conklin Senior Vice President and Controller
-------------------------
Bret A. Conklin (Principal Accounting Officer)
/s/ William W. Abbott Director
-------------------------
William W. Abbott
/s/ Mary H. Futrell Director
-------------------------
Mary H. Futrell
/s/ Donald E. Kiernan 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
/s/ Charles A. Parker Director
-------------------------
Charles A. Parker
/s/ William J. Schoen Director
-------------------------
William J. Schoen
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
SRSP's Plan Committee (with authority to administer the SRSP) 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 August, 2002.
HORACE MANN SUPPLEMENTAL RETIREMENT
AND SAVINGS PLAN
By: /s/ Kathryn E. Karr
------------------------------
Kathryn E. Karr
Plan Administrator
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
-------- ----------------------
4.1(a) 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.
4.1(b) 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.
4.1(c) 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.
4.1(d) 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.
4.1(e) 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.
4.1(f) 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.
4.2 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.
4.3 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 Ann Caparros, Esquire.
5.2 The Registrant hereby undertakes that it will submit or
has submitted the Plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS as necessary in
order to qualify the Plan under Section 401 of the Internal
Revenue Code.
15 Letter of KPMG LLP re: Unaudited Interim Financial Information
23.1 Consent of KPMG LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Ann Caparros, Esquire (contained in
Exhibit 5.1).
24 Power of Attorney (included on the signature page of this
Registration Statement).