cignas8.htm
As filed
with the Securities and Exchange Commission on December 21, 2009
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
CIGNA
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation)
|
|
06-1059331
(IRS
Employer
Identification
No.)
|
Two
Liberty Place, 1601 Chestnut Street
Philadelphia, Pennsylvania
19192
(Address
of principal executive offices) (Zip Code)
CIGNA Supplemental 401(k)
Plan
(Full
title of the plan)
Carol
Ann Petren
Executive
Vice President and General Counsel
CIGNA
Corporation
One
Liberty Place
1601
Chestnut Street
Philadelphia,
PA 19192-1550
(215)
761-1000
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
One)
|
Large
accelerated filer þ
|
Accelerated
filer o
|
Non-accelerated
filer o
(Do
not check if a smaller reporting company)
|
Smaller
reporting company o
|
CALCULATION
OF REGISTRATION FEE
|
Title
of securities to be registered
|
Amount
to be registered
|
Proposed
maximum offering
price
per share (1)
|
Proposed
maximum aggregate
offering
price (2)
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Amount
of registration fee
|
|
Deferred
Compensation Obligations
under
the
CIGNA
Supplemental 401(k) Plan (1)
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$5,000,000
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100%
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$5,000,000
|
$356.50
|
(1) The
Deferred Compensation Obligations are unfunded and unsubordinated obligations of
CIGNA Corporation or certain of its subsidiaries to pay certain deferred
compensation in the future in accordance with the terms of the CIGNA
Supplemental 401(k) Plan.
(2) Estimated
solely for purposes of determining the registration fee in accordance with Rule
457(h) under the Securities Act of 1933.
PART
I
Information
Required In the Section 10(a) Prospectus
The
information specified in Part I has been omitted from this Registration
Statement pursuant to Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act") and the Note to Part I of Form S-8.
PART
II
Information
Required in the Registration Statement
The
following documents filed by CIGNA Corporation (the “Company”) with the
Securities and Exchange Commission (the “Commission”) are incorporated by
reference into this Registration Statement:
(a) The
Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2008, filed February 26, 2009;
(b) The
Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31,
2009, filed April 30, 2009, for the quarter ended June 30, 2009, filed
August 1, 2009 and for the quarter ended September 20, 2009, filed November
5, 2009; and
(c) The
Company’s Current Reports on Form 8-K filed with the Commission on January 5,
2009, May 12, 2009, May 26, 2009, June 24, 2009, July 6, 2009, October 23, 2009,
November 3, 2009 and December 9, 2009.
All
reports or other documents subsequently filed by the Company and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment to this Registration Statement 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 thereof from the date
of filing such reports and documents.
Any
statement contained in a document incorporated by reference into this
Registration Statement shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is or is deemed incorporated herein)
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part hereof, except as so
modified or superseded.
The
Company’s Exchange Act file number with the Commission
is 001-08323.
Item 4.
Description of
Securities
The CIGNA
Supplemental 401(k) Plan, effective as of January 1, 2010 (the "Plan") is
intended to provide certain benefits to eligible employees (“Participants”) that
are not available to Participants under the CIGNA 401(k) Plan. The
Plan is designed to provide Participants with a benefit equal to a certain
percentage of compensation that is excluded from eligible earnings under the
CIGNA 401(k) Plan because of the applicable Internal Revenue Service rules and
regulations. This benefit, or non-elective deferral, will be accumulated in
individual deferred compensation accounts (each, a “supplemental 401(k)
account”) under the Plan and will be obligations of CIGNA Corporation or certain
of its subsidiaries (“CIGNA”).
The
obligations of CIGNA under the Plan (the "Obligations") will be unfunded general
obligations of CIGNA to pay certain deferred compensation in cash in the future
in accordance with the terms of the Plan. The Obligations will rank on parity
with other unsecured and unsubordinated indebtedness of CIGNA from time to time
outstanding. Each supplemental 401(k) account will be credited with hypothetical
interest at the applicable rate for the 401(K) Plan’s Fixed Income
Fund. If vested, the Obligations will be payable upon a
Participant’s
separation from service. A Participant's right or the right of any other person
to the Obligations cannot be assigned or transferred, except upon the death of a
Participant pursuant to a written designation of a beneficiary or beneficiaries
under the Plan, by will or by applicable laws of descent and
distribution.
The
Obligations are not subject to redemption by CIGNA, in whole or in part, prior
to the applicable payment date or dates either at the option of CIGNA or through
operation of a mandatory or optional sinking fund or analogous
provision. The Obligations are not convertible into another security
of CIGNA. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of CIGNA. No
trustee has been appointed having the authority to take action with respect to
the Obligations. CIGNA has the right to amend or terminate the Plan
at any time, except that no such amendment or termination shall reduce the
amount of the benefit held by a Participant.
The
description of the Obligations is qualified in its entirety by reference to the
full text of the Plan which is filed as Exhibit 4.2 to this
Registration Statement.
The
legality of the Obligations has been passed upon by Danthu T. Phan, who is
employed by and serves as Associate Chief Counsel and Assistant Corporate
Secretary to the Company.
Under
Section 145 of the Delaware Corporation Law, the Company is empowered to
indemnify its directors and officers in the circumstances therein
provided.
Under
Article VI of its by-laws, the Company will indemnify any director or officer of
the Company, as well as any other person who is or was a director, officer or
employee of the Company or any of its subsidiaries who serve as directors or
officers of any other entity at the request of the Company, who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding (other than an action by or in the right
of the Company), against expenses (including attorneys’ fees, judgments, fines,
and amounts paid in settlement actually and reasonably incurred by such
person).
The
Company is insured against liabilities which it may incur by reason of Article
VI of its by-laws. In addition, directors and officers of the
Company, as well as any other persons who serve as directors or officers of any
other entity at the request of the Company, are insured, at the Company’s
expense, against liabilities which might arise against such persons in any such
capacity, whether or not the Company would have the power to indemnify such
persons against such liability under the provisions of Article VI.
Not
applicable.
See Exhibit
Index.
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made of the
securities registered hereby, 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 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 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 percent change in
the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective 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 (1)(i) and (1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Company 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.
(4) That,
for purposes of determining any liability under the Securities Act of 1933, each
filing of the Company’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 an
employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
(5) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 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 Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Philadelphia, Commonwealth of Pennsylvania, on December 21, 2009.
|
CIGNA
CORPORATION
|
| |
| |
|
By:
|
/s/
Annmarie T. Hagan |
|
|
Annmarie
T. Hagan
|
|
|
Executive
Vice President and Chief Financial
Officer
|
Power
of Attorney
KNOW ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below, officers
and/or directors of CIGNA Corporation, a Delaware corporation (“CIGNA”), hereby
makes, designates, constitutes and appoints CAROL ANN PETREN and NICOLE S.
JONES, and each of them (with full power to act without the other), as the
undersigned’s true and lawful attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing with the Securities and
Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as
amended (the “Securities Act”), of any amendment to this Registration Statement,
with all exhibits thereto, and all other documents in connection therewith, and
all amendments (including post-effective amendments) thereto.
Such
attorneys-in-fact and agents, or any of them, are also hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such registration statements, registrations,
amendments, exhibits, qualifications and notifications, and to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to such
attorneys in-fact and agents, and each of them, also include the full right,
power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his or
her own act and deed, all action lawfully taken by such attorneys-in-fact and
agents, or any of them, or by their respective substitutes, pursuant to the
powers and authorities herein granted.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities indicated as of
December 21, 2009.
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Signature
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Title
|
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/s/ H. Edward Hanway
|
|
|
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H.
Edward Hanway
|
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Chairman,
Chief Executive Officer and Director
(Principal
Executive Officer)
|
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/s/ Annmarie T. Hagan
|
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Annmarie
T. Hagan
|
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Executive
Vice President and Chief Financial Officer
(Principal
Financial Officer)
|
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/s/ Mary T. Hoeltzel
|
|
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Mary
T. Hoeltzel
|
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Vice
President and Chief Accounting Officer
(Principal
Accounting Officer)
|
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/s/ Robert H. Campbell
|
|
|
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Robert
H. Campbell
|
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Director
|
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/s/ David M. Cordani
|
|
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David
M. Cordani
|
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Director
|
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/s/ Isaiah Harris, Jr.
|
|
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Isaiah
Harris, Jr.
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Director
|
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/s/ Jane E. Henney, M.D.
|
|
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Jane
E. Henney, M.D.
|
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Director
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/s/ Peter N. Larson
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Peter
N. Larson
|
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Director
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/s/ Roman Martinez IV
|
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Roman
Martinez IV
|
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Director
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/s/ John M. Partridge
|
|
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John
M. Partridge
|
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Director
|
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/s/ James E. Rogers
|
|
|
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James
E. Rogers
|
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Director
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/s/ Carol Cox Wait
|
|
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Carol
Cox Wait
|
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Director
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/s/ Eric C. Wiseman
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Eric
C. Wiseman
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Director
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/s/ Donna F. Zarcone
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Donna
F. Zarcone
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Director
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/s/ William D. Zollars
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William
D. Zollars
|
|
Director
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EXHIBIT
INDEX
|
Number
|
Description
|
Method of Filing
|
|
|
|
|
|
|
|
|
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4.2
|
CIGNA
Supplemental 401(k) Plan
|
|
|
|
|
|
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5
|
Opinion
of Counsel as to legality of securities
|
|
|
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23.1
|
Consent
of Counsel (included in Exhibit 5)
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Filed
herewith.
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|
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23.2
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Consent
of Independent Registered Public Accounting Firm
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|
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24
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Powers
of Attorney (included on the Signature Page)
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Filed
herewith.
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7