As filed with the Securities and Exchange Commission on March 19, 2004
Commission File No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
AEGON N.V.
(Exact name of Registrant as specified in its charter)
The Netherlands N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Mariahoeveplein 50
2591 TV The Hague
The Netherlands
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
AEGON USA INVESTMENT MANAGEMENT, INC. 2001
LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Craig D. Vermie, Esq.
AEGON USA, Inc.
4333 Edgewood Road N.E.
Cedar Rapids, Iowa 52499
(319) 398-8511
(Name, address and telephone number including area code, of agent for service)
COPIES OF COMMUNICATIONS TO:
Eric F. Fess, Esq.
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
(312) 845-3000
-------------------------
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Amount to be Proposed maximum Proposed maximum Amount of
registered(1) offering price per aggregate registration
Title of securities to be registered share(2) offering price fee
---------------------------------------------------------------------------------------------------------------------------
Common Shares, par value 0.12 euros
per share 37,935 $12.96 $491,638 $63
===========================================================================================================================
(1) Plus an indeterminate number of additional shares which may be offered
and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Estimated pursuant to Rule 457(c) under the 1933 Act solely for the
purpose of computing the registration fee.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
AEGON N.V. (the "Registrant") hereby files this Registration Statement
with the Securities and Exchange Commission (the "Commission") on Form S-8 to
register 37,935 shares of the Registrant's Common Shares, par value 0.12 euros
per share ("Common Shares"), for issuance pursuant to the AEGON USA Investment
Management, Inc. 2001 Long-Term Incentive Plan (the "Plan") and such
indeterminate number of additional shares which may be offered and issued to
prevent dilution resulting from stock splits, stock dividends or similar
transactions pursuant to the Plan.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Registrant pursuant to the 1933 Act or the Securities Exchange Act of 1934 (the
"1934 Act") are incorporated by reference herein:
(1) The Registrant's Annual Report on Form 20-F, as amended, for the
fiscal year ended December 31, 2002;
(2) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the 1934 Act since December 31, 2002 including reports on Form
6-K; and
(3) The description of the Registrant's Common Shares contained in the
Registrant's Form 8-A (File No. 1-10882) filed with the Commission on
October 4, 1991.
All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, including any Annual Report
Form 20-F and reports on Form 6-K, subsequent to the date hereof and prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof or of the related prospectus to the extent that a
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated 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, see Item 3(3) above.
ITEM 5. INTERESTS AND NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant has agreed to indemnify each member of the Executive
Board and the Supervisory Board and each officer of the Registrant if, in the
course of carrying out his duties, such person incurs personal liability under
civil law for the financial consequences thereof, subject to the Registrant's
reservation of its rights to recover payment made under the indemnity from each
such person to the fullest extent permitted by applicable laws. The Registrant
maintains an insurance policy with a third party insurer insuring officers and
directors against the foregoing liability.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.01 Form of AEGON USA Investment Management, Inc. 2001 Long-Term
Incentive Plan.
4.02 Specimen Share Certificate (incorporated herein by reference to
the Registrant's Form 8-A (File No. 1-10882) filed on October 4, 1991).
5.01 Opinion of Erik Lagendijk, General Counsel of AEGON N.V.,
regarding the legality of the Common Shares.
23.01 Consent of Ernst & Young Accountants.
23.02 Consent of Erik Lagendijk (included in Exhibit 5.01).
24.01 Power of attorney (included on the signature page of this
registration statement).
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 1933 Act;
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(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. Notwithstanding the foregoing, any increase or
decrease in 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 and 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 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in this 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) 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 1934 Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the 1933 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 1933 Act, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's Annual Report
pursuant to Section 15(d) of the 1934 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 1933
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 Commission such indemnification is
against public policy as expressed in the 1933 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
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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 1933 Act and will be governed by the
final adjudication of such issue.
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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 The Hague, The Netherlands, on March 17, 2004.
AEGON N.V.
By: /s/ D.J. SHEPARD
----------------------------
D.J. Shepard
Chairman of the Executive Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints D.J. Shepard and Craig D. Vermie, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or 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 March 17, 2004.
SIGNATURE TITLE
/s/ D.J. Shepard Chairman of the Executive Board
------------------------- (Chief Executive Officer)
D.J. Shepard
/s/ S.M.B. STREPPEL Executive Board Member
------------------------- (Principal Financial and
S.M.B. Streppel Accounting Officer)
/s/ J.G. VAN DER WERF Executive Board Member
-------------------------
J.G. van der Werf
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/s/ A.R. WYNAENDTS Executive Board Member
-------------------------
A.R. Wynaendts
/s/ M. TABAKSBLAT Chairman of the Supervisory
------------------------- Board of Directors
M. Tabaksblat
/s/ H. DE RUITER Supervisory Board Member
------------------------- (Vice Chairman)
H. de Ruiter
/s/ F.J. DE WIT Supervisory Board Member
-------------------------
F.J. de Wit
/s/ O.J. OLCAY Supervisory Board Member
-------------------------
O.J. Olcay
/s/ L.M. VAN WIJK Supervisory Board Member
-------------------------
L.M. van Wijk
/s/ K.J. STORM Supervisory Board Member
-------------------------
K.J. Storm
/s/ D.G. EUSTACE Supervisory Board Member
-------------------------
D.G. Eustace
/s/ W.F.C. STEVENS Supervisory Board Member
-------------------------
W.F.C. Stevens
/S/ T. REMBE Supervisory Board Member
-------------------------
T. Rembe
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on March 17, 2004 by the
undersigned as the duly authorized representative of AEGON N.V. in the United
States.
/s/ CRAIG D. VERMIE
-------------------
Craig D. Vermie
Cedar Rapids, Iowa
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED
PAGE
4.01 Form of AEGON USA Investment Management, Inc. 2001 Long-Term
Incentive Plan...............................................................
4.02 Specimen Share Certificate (incorporated herein by reference to
the Registrant's Form 8-A (File No. 1-10882) filed on October 4,
1991)........................................................................
5.01 Opinion of Erik Lagendijk, General Counsel of AEGON N.V.,
regarding the legality of the Common Shares..................................
23.01
Consent of Ernst & Young Accountants.........................................
23.02
Consent of Erik Lagendijk (included in Exhibit 5.01).
24.01 Power of Attorney (included on the signature page of this
Registration Statement)......................................................
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