AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 2003
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3317783
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
HARTFORD PLAZA
HARTFORD, CT 06115-1900
(Address of Principal Executive Offices
including Zip Code)
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
2000 PLANCO NON-EMPLOYEE OPTION PLAN
(Full title of the Plan)
NEAL S. WOLIN, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
HARTFORD PLAZA
HARTFORD, CT 06115-1900
(860) 547-5000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities to amount to be offering price aggregate Registration fee
be registered registered per unit offering price
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Common Stock, par value $.01 227,584 (1) (1) $11,813,932 $955.75
per share, issuable upon exercise shares
of options granted and outstanding
under the Company's 2000
PLANCO Non-Employee
Option Plan
Common Stock, par value $.01 157,175 $43.89 (3) $6,898,410 $558.08
per share, issuable upon exercise shares
of options that may be granted
under the Company's 2000
PLANCO Non-Employee
Option Plan
Series A Participating 384,759(2) (2) (2) (2)
Cumulative Preferred
Stock Purchase Rights
-----------------------------------------------------------------------------------------------------------------------
Total $18,712,342 $1,513.83
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(1) The exercise prices payable for the shares of Common Stock issuable upon
exercise of outstanding options granted under the 2000 PLANCO Non-Employee
Option Plan are as follows: $37.37 (101,600 shares), $39.30 (1,291 shares),
$62.07 (64,717 shares) and $65.85 (59,976 shares).
(2) The Series A Participating Cumulative Preferred Stock Purchase Rights (the
"Rights") are appurtenant to and trade with the Common Stock. The value
attributable to the Rights, if any, is reflected in the market value of the
Common Stock and the registration fee for the Rights is included in the fee for
the Common Stock.
(3) The proposed maximum aggregate offering price per unit has been computed
pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the
"Securities Act"), solely for the purpose of determining the registration fee,
and based on the average of the high and low prices per share of the Common
Stock as reported on the New York Stock Exchange on May 23, 2003.
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EXPLANATORY NOTE
The 384,759 shares of Common Stock and the Series A Participating
Cumulative Preferred Stock Purchase Rights (the "Rights") being registered
pursuant to this Registration Statement are additional securities of the same
class as other securities for which a registration statement on Form S-8 was
filed with the Securities and Exchange Commission (the "Commission") on November
2, 2000. Pursuant to General Instruction E to Form S-8, the contents of such
earlier registration statement are incorporated by reference into this
Registration Statement, except that the provisions contained in Part II of such
earlier registration statement are modified as set forth in this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are the
following documents heretofore filed by The Hartford Financial Services Group,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):
(a) The Company's latest annual report filed pursuant to Sections 13(a) or 15(d)
of the Exchange Act;
(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above;
(c) The description of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), contained in a registration statement filed under the Exchange
Act, and any amendment or report filed for the purpose of updating such
description;
(d) The Company's Registration Statement on Form S-8 (File No. 333-49170)
relating to the 1995 Incentive Stock Plan, the 2000 Incentive Stock Plan and the
2000 PLANCO Non-Employee Option Plan; and
(e) The description of the Rights which is contained in a Form 8-A report filed
under the Exchange Act, including any amendment or report filed for purposes of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Common Stock being registered pursuant
hereto has been passed upon by Brian S. Becker, Senior Vice President and
Corporate Secretary of the Company.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, as amended, provides
in regards to indemnification of directors and officers as follows:
145. Indemnification of Officers, Directors, Employees and Agents;
Insurance.
(a) 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, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that the person 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 the person in
connection with such action, suit or proceeding if the person acted in
good faith and in a manner the person 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 the
person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which the person 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 reasonable cause to believe that the person's conduct was
unlawful.
(b) 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 or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that the person 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) actually and reasonably
incurred by the person in connection with the defense or settlement of
such action or suit if the person acted in good faith and in a manner the
person 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 Court of Chancery or the 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.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding
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referred to in subsections (a) and (b) of this section, or in 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.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the present or former director, officer, employee or agent is proper in
the circumstances because the person has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) by a committee of such directors
designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (4) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon
such terms and conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who 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
any liability asserted against such person and incurred by such person in
any such capacity, or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify such person
against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as
such
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person would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Article 4 of The Hartford Financial Services Group, Inc.'s Amended and
Restated By-Laws provides in regard to indemnification of directors and officers
as follows:
4.1(a) Right to Indemnification. The Corporation, to the fullest extent
permitted by applicable law as then in effect, shall indemnify any person
who is or was a Director or officer of the Corporation and who is or was
involved in any manner (including, without limitation, as a party or a
witness) or is threatened to be made so involved in any threatened,
pending or completed investigation, claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative (including,
without limitation, any action, suit or proceeding by or in the right of
the Corporation to procure a judgment in its favor) (a "Proceeding") by
reason of the fact that such person 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, fiduciary or agent of
another corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan) (a "Covered
Entity"), against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with such Proceeding. Any such former or present
Director or officer of the Corporation finally determined to be entitled
to indemnification as provided in this Article 4 is hereinafter called an
"Indemnitee." Until such final determination is made, such former or
present Director or officer shall be a "Potential Indemnitee" for purposes
of this Article 4. Notwithstanding the foregoing provisions of this
Section 4.1(a), the Corporation shall not indemnify an Indemnitee with
respect to any Proceeding commenced by such Indemnitee unless the
commencement of such Proceeding by such Indemnitee has been approved by a
majority vote of the Disinterested Directors (as defined in Section
4.5(d); provided, however, that such approval of a majority of the
Disinterested Directors shall not be required with respect to any
Proceeding commenced by such Indemnitee after a Change in Control (as
defined in Section 4.5(d)) has occurred.
(b) Effect of Amendments. Neither the amendment or repeal of, nor the
adoption of a provision inconsistent with, any provision of this Article 4
(including, without limitation, this Section 4.1(b)) shall adversely
affect the rights of any Director or
4
officer under this Article 4 (i) with respect to any Proceeding commenced
or threatened prior to such amendment, repeal or adoption of an
inconsistent provision or (ii) after the occurrence of a Change in
Control, with respect to any Proceeding arising out of any action or
omission occurring prior to such amendment, repeal or adoption of an
inconsistent provision, in either case without the written consent of such
Director or officer.
4.2 Insurance, Contracts and Funding. The Corporation may purchase and
maintain insurance to protect itself and any Director, officer, employee
or agent of the Corporation against any expenses, judgments, fines and
amounts paid in settlement as specified in Section 4.1(a) or Section 4.6
of this Article 4 or incurred by any Director, officer, employee or agent
of the Corporation in connection with any Proceeding referred to in such
Sections, to the fullest extent permitted by applicable law as then in
effect. The Corporation may enter into contracts with any Director,
officer, employee or agent of the Corporation or any director, officer,
employee, fiduciary or agent of any Covered Entity in furtherance of the
provisions of this Article 4 and may create a trust fund or use other
means (including, without limitation, a letter of credit) to ensure the
payment of such amounts as may be necessary to effect indemnification as
provided in this Article 4.
4.3 Indemnification; Not Exclusive Right. The right of indemnification
provided in this Article 4 shall not be exclusive of any other rights to
which any Indemnitee or Potential Indemnitee may otherwise be entitled,
and the provisions of this Article 4 shall inure to the benefit of the
heirs and legal representatives of any Indemnitee or Potential Indemnitee
under this Article 4 and shall be applicable to Proceedings commenced or
continuing after the adoption of this Article 4, whether arising from acts
or omissions occurring before or after such adoption.
4.4 Advancement of Expenses. Each Potential Indemnitee shall be
entitled to receive advance payment of any expenses actually and
reasonably incurred by such Potential Indemnitee in connection with such
Proceeding prior to a determination of entitlement to indemnification
pursuant to Section 4.5(a). Each Potential Indemnitee shall submit a
statement or statements to the Corporation requesting such advance or
advances from time to time, whether prior to or after final disposition of
such Proceeding, reasonably evidencing the expenses incurred by such
Potential Indemnitee and accompanied by an undertaking by or on behalf of
such Potential Indemnitee to repay the amounts advanced if ultimately it
should be determined that such Potential Indemnitee is not entitled to be
indemnified against such expenses pursuant to this Article 4. A
determination of the reasonableness of such expenses shall be made and
such reasonable expenses shall be advanced pursuant to procedures to be
established from time to time by the Board or its designee(s) (the
"Advancement Procedures"). The amendment or repeal of, and the adoption of
a provision inconsistent with, any provision of the Advancement Procedures
shall be governed by Section 4.1(b) of this Article 4. Notwithstanding the
foregoing provisions of this Section 4.4, the Corporation shall not
advance expenses to a Potential Indemnitee with respect to any Proceeding
commenced by such Potential Indemnitee unless the commencement of such
Proceeding by such Potential Indemnitee has been approved by a majority
vote of the Disinterested Directors; provided, however, that such approval
of a majority of the Disinterested Directors shall not be required with
respect to any Proceeding commenced by such Potential Indemnitee after a
Change in Control has occurred.
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4.5 Indemnification Procedures; Presumptions and Effect of Certain
Proceedings; Remedies. In furtherance, but not in limitation, of the
foregoing provisions of this Article 4, the following procedures,
presumptions and remedies shall apply with respect to the right to
indemnification under this Article 4:
(a) Procedures for Determination of Entitlement to Indemnification.
(i) To obtain indemnification under this Article 4, a Potential
Indemnitee shall submit to the Secretary of the Corporation a written
request, including such documentation and information as is reasonably
available to the Potential Indemnitee and reasonably necessary to
determine whether and to what extent the Potential Indemnitee is entitled
to indemnification (the "Supporting Documentation"). The determination of
the Potential Indemnitee's entitlement to indemnification shall be made
not later than 60 days after the later of (A) the receipt by the
Corporation of the written request for indemnification together with the
Supporting Documentation and (B) the receipt by the Corporation of written
notice of final disposition of the Proceeding for which indemnification is
sought. The Secretary of the Corporation shall, promptly upon receipt of
such a request for indemnification, advise the Board in writing that the
Indemnitee has requested indemnification.
(ii) The Potential Indemnitee's entitlement to indemnification under
this Article 4 shall be determined in one of the following ways: (A) by a
majority vote of the Disinterested Directors whether or not they
constitute a quorum of the Board; (B) by a committee of the Disinterested
Directors designated by a majority vote of the Disinterested Directors,
whether or not they constitute a quorum of the Board; (C) by a written
opinion of Independent Counsel as defined in Section 4.5(d)) if (x) a
Change in Control shall have occurred and the Potential Indemnitee so
requests or (y) there are no Disinterested Directors or a majority of such
Disinterested Directors so directs; (D) by the stockholders of the
Corporation; or (E) as provided in Section 4.5(b) of this Article 4.
(iii) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 4.5(a)(ii), a
majority of the Disinterested Directors (or, if there are no Disinterested
Directors, the General Counsel of the Corporation or, if the General
Counsel is or was a party to the Proceeding in respect of which
indemnification is sought, the highest ranking officer of the Corporation
who is not and was not a party to such Proceeding) shall select the
Independent Counsel, but only an Independent Counsel to which the
Potential Indemnitee does not reasonably object; provided, however, that
if a Change in Control shall have occurred, the Potential Indemnitee shall
select such Independent Counsel, but only an Independent Counsel to which
a majority of the Disinterested Directors does not reasonably object.
(b) Presumptions and Effect of Certain Proceedings. Except as otherwise
expressly provided in this Article 4, if a Change in Control shall have
occurred, the Potential Indemnitee shall be presumed to be entitled to
indemnification under this Article 4 (with respect to actions or failures
to act occurring prior to such Change in Control) upon submission of a
request for indemnification together with the Supporting Documentation in
accordance with Section 4.5(a)(i)(A) of this Article 4, and thereafter the
Corporation shall have the burden of proof to overcome that presumption in
reaching a contrary determination. In any event, if the person or persons
empowered under Section 4.5(a) of this Article 4 to determine entitlement
to indemnification shall not have been appointed or shall not have made a
determination within 60 days after the later of (x)
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receipt by the Corporation of the written request for indemnification
together with the Supporting Documentation and (y) the receipt by the
Corporation of written notice of final disposition of the Proceeding for
which indemnification is sought, the Potential Indemnitee shall be deemed
to be, and shall be, entitled to indemnification. The termination of any
Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, adversely affect the right of the
Potential Indemnitee to indemnification or create a presumption that the
Potential Indemnitee did not act in good faith and in a manner which the
Indemnitee reasonably believed to be in or not opposed to the best
interests of the Corporation or, with respect to any criminal Proceeding,
that the Potential Indemnitee had reasonable cause to believe that his or
her conduct was unlawful.
(c) Remedies. (i) In the event that a determination is made pursuant to
Section 4.5(a) of this Article 4 that the Potential Indemnitee is not
entitled to indemnification under this Article 4, (A) the Potential
Indemnitee shall be entitled to seek an adjudication of his or her
entitlement to such indemnification either, at the Potential Indemnitee's
sole option, in (x) an appropriate court of the state of Delaware or any
other court of competent jurisdiction or (y) an arbitration to be
conducted by a single arbitrator pursuant to the rules of the American
Arbitration Association; (B) any such judicial proceeding or arbitration
shall be de novo and the Indemnitee shall not be prejudiced by reason of
such adverse determination; and (C) if a Change in Control shall have
occurred, in any such judicial proceeding or arbitration, the Corporation
shall have the burden of proving that the Potential Indemnitee is not
entitled to indemnification under this Article 4 (with respect to actions
or omissions occurring prior to such Change in Control).
(ii) If a determination shall have been made or deemed to have been
made, pursuant to Section 4.5(a) or (b) of this Article 4, that the
Potential Indemnitee is entitled to indemnification, the Corporation shall
be obligated to pay the amounts constituting such indemnification within
five days after such determination has been made or deemed to have been
made and shall be conclusively bound by such determination unless (A) the
Indemnitee misrepresented or failed to disclose a material fact in making
the request for indemnification or in the Supporting Documentation or (B)
such indemnification is prohibited by law. In the event that payment of
indemnification is not made within five days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Section 4.5(a) or (b) of this Article 4, the Indemnitee shall
be entitled to seek judicial enforcement of the Corporation's obligation
to pay to the Indemnitee such indemnification. Notwithstanding the
foregoing, the Corporation may bring an action, in an appropriate court in
the state of Delaware or any other court of competent jurisdiction,
contesting the right of the Indemnitee to receive indemnification
hereunder due to the occurrence of an event described in Subclause (A) or
(B) of this subsection (each, a "Disqualifying Event"); provided, however,
that in any such action the Corporation shall have the burden of proving
the occurrence of such Disqualifying Event.
(iii) The Corporation shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 4.5(c) that
the procedures and presumptions of this Article 4 are not valid, binding
and enforceable and shall stipulate in any such court or before any such
arbitrator that the Corporation is bound by all the provisions of this
Article 4.
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(iv) In the event that the Indemnitee or Potential Indemnitee, pursuant
to this Section 4.5(c), seeks a judicial adjudication of or an award in
arbitration to enforce his or her rights under, or to recover damages for
breach of, this Article 4, such person shall be entitled to recover from
the Corporation, and shall be indemnified by the Corporation against, any
expenses actually and reasonably incurred by such person in connection
with such judicial adjudication or arbitration. If it shall be determined
in such judicial adjudication or arbitration that such person is entitled
to receive part but not all of the indemnification or advancement of
expenses sought, the expenses incurred by such person in connection with
such judicial adjudication or arbitration shall be prorated accordingly.
(d) Definitions. For purposes of this Article 4:
(i) "Change in Control" means a change in control of the Corporation of
a nature that would be required to be reported in response to Item 6(e)
(or any successor provision) of Schedule 14A of Regulation 14A (or any
amendment or successor provision thereto) promulgated under the Securities
Exchange Act of 1934, as amended (the "Act"), whether or not the
Corporation is then subject to such reporting requirement; provided that,
without limitation, such a change in control shall be deemed to have
occurred if (A) any "person" (as such term is used in Sections 13(d) and
14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Act), directly or indirectly, of securities of the
Corporation representing 20% or more of the voting power of all
outstanding shares of stock of the Corporation entitled to vote generally
in an election of Directors without the prior approval of at least
two-thirds of the members of the Board in office immediately prior to such
acquisition; (B) the Corporation is a party to any merger or consolidation
in which the Corporation is not the continuing or surviving corporation or
pursuant to which shares of the Corporation's common stock would be
converted into cash, securities or other property, other than a merger of
the Corporation in which the holders of the Corporation's common stock
immediately prior to the merger have the same proportionate ownership of
common stock of the surviving corporation immediately after the merger;
(C) there is a sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all, or substantially all, the
assets of the Corporation, or liquidation or dissolution of the
Corporation; (D) the Corporation is a party to a merger, consolidation,
sale of assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board in office immediately prior to
such transaction or event constitute less than a majority of the Board
thereafter; or (E) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board (including for
this purpose any new Director whose election or nomination for election by
the stockholders was approved by a vote of at least two-thirds of the
Directors then still in office who were Directors at the beginning of such
period) cease for any reason to constitute at least a majority of the
Board.
(ii) "Disinterested Director" means a Director who is not or was not a
party to the Proceeding in respect of which indemnification is sought by
the Indemnitee or Potential Indemnitee.
(iii) "Independent Counsel" means a law firm or a member of a law firm
that neither presently is, nor in the past five years has been, retained
to represent: (a) the Corporation or the Indemnitee in any matter material
to either such party or (b) any other party to the Proceeding giving rise
to a claim for indemnification under this Article 4. Notwithstanding the
foregoing, the term "Independent Counsel" shall not include any
8
person who, under applicable standards of professional conduct then
prevailing under the law of the State of Delaware, would have a conflict
of interest in representing either the Corporation or the Indemnitee or
Potential Indemnitees in an action to determine the Indemnitee's or
Potential Indemnitee's rights under this Article 4.
4.6 Indemnification of Employees and Agents. Notwithstanding any other
provision of this Article 4, the Corporation, to the fullest extent
permitted by applicable law as then in effect, may indemnify any person
other than a Director or officer of the Corporation who is or was an
employee or agent of the Corporation and who is or was involved in any
manner (including, without limitation, as a party or a witness) or is
threatened to be made so involved in any threatened, pending or completed
Proceeding by reasons of the fact that such person is or was an employee
or agent of the Corporation or was or is serving, at the request of the
Corporation, as a director, officer, employee, or agent of a Covered
Entity against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person in connection with such Proceeding. The Corporation may also
advance expenses incurred by such employee, fiduciary or agent in
connection with any such Proceeding, consistent with the provisions of
applicable law as then in effect. If made or advanced, such
indemnification shall be made and such reasonable expenses shall be
advanced pursuant to procedures to be established from time to time by the
Board or its designee(s).
4.7 Severability. If any of this Article 4 shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (i) the validity,
legality and enforceability of the remaining provisions of this Article 4
(including, without limitation, all portions of any Section of this
Article 4 containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (ii) to the
fullest extent possible, the provisions of this Article 4 (including,
without limitation, all portions of any Section of this Article 4
containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides in regard to the limitation of liability of directors and officers as
follows:
(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the
certificate of incorporation may also contain any or all of the following
matters:
(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director (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) under section 174 of this
Title, or (iv) for any transaction from which the director derived an
improper personal benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to the
date when such provision becomes effective. All references in this
paragraph to a director shall also be deemed to refer (x) to a member of
the governing body of a corporation which is not authorized to issue
capital stock, and (y) to such other person or persons, if any, who,
pursuant to a provision of the certificate of incorporation
9
in accordance with sec. 141(a) of this title, exercise or perform any of
the powers or duties otherwise conferred or imposed upon the board of
directors by this title.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
Article SIXTH of The Hartford Financial Services Group, Inc.'s Amended and
Restated Certificate of Incorporation provides in regard to the limitation of
liability of directors and officers as follows:
To the fullest extent permitted by applicable law as then in effect, no
director or officer shall be personally liable to the Corporation or any
of its stockholders for damages for breach of fiduciary duty as a director
or officer, except for liability (a) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the Delaware General
Corporation Law, (d) for any transaction from which the director derived
an improper personal benefit or (e) for any act or omission occurring
prior to the effective date of this ARTICLE SIXTH. Any repeal or
modification of this ARTICLE SIXTH by the stockholders of the Corporation
shall not adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such repeal or
modification with respect to acts or omissions occurring prior to such
repeal or modification.
We have policies in force and effect that insure our directors and
officers against losses which they or any of them will become legally obligated
to pay by reason of any actual or alleged error or misstatement or misleading
statement or act or omission or neglect or breach of duty by such directors and
officers in the discharge of their duties, individually or collectively, or as a
result of any matter claimed against them solely by reason of their being
directors or officers. Such coverage is limited by the specific terms and
provisions of the insurance policies.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
An Exhibit Index containing a list of all exhibits filed with this
Registration Statement is included with this filing.
Item 9. Undertakings
(a) Rule 415 Offering. The undersigned Company hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) include any Prospectus required by Section 10(a)(3) of the
Securities Act, unless the information is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement;
(ii) 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
10
forth in the Registration Statement, unless the information is contained
in periodic reports filed by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;
(iii) 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.
(2) That, for the purpose of determining any liability under the 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 file a post-effective amendment to remove from registration any of
the securities being registered which remain unsold at the termination of
the offering.
(b) Subsequent Exchange Act Documents. The undersigned Company hereby undertakes
that, for purposes of determining any liability under the Securities Act, each
filing of the Company'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) Indemnification. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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.
11
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 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 Hartford, State of Connecticut on the 28th day of
May, 2003.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By: /s/ Neal S. Wolin
----------------------------
Neal S. Wolin
Executive Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on behalf of the following persons indicated below, in
the capacities and on the date indicated.
Signature Title Date
*________________________ Chairman, President, May 28, 2003
Ramani Ayer Chief Executive
Officer and Director
(Principal Executive Officer)
*________________________ Executive Vice President May 28, 2003
Thomas M. Marra and Director
*________________________ Executive Vice President May 28, 2003
David K. Zwiener and Director
*________________________ Executive Vice President May 28, 2003
David M. Johnson and Chief Financial Officer
(Principal Financial Officer)
*________________________ Senior Vice President May 28, 2003
Robert J. Price and Controller
(Principal Accounting Officer)
*________________________ Director May 28, 2003
Rand V. Araskog
*________________________ Director May 28, 2003
Donald R. Frahm
*________________________ Director May 28, 2003
Edward J. Kelly, III
12
*________________________ Director May 28, 2003
Paul G. Kirk, Jr.
*________________________ Director May 28, 2003
Robert W. Selander
*________________________ Director May 28, 2003
Charles B. Strauss
*________________________ Director May 28, 2003
H. Patrick Swygert
*________________________ Director May 28, 2003
Gordon I. Ulmer
*By /s/ Neal S. Wolin
----------------------
Neal S. Wolin
As Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
----------- ----------------------
5.1 Opinion of Brian S. Becker, Esq. (filed herewith)
15.1 Awareness Letter of Deloitte & Touche LLP (filed herewith)
23.1 Consent of Deloitte & Touche LLP (filed herewith)
23.2 Consent of Brian S. Becker, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (filed herewith)
13