As filed with the Securities and Exchange Commission on May 14, 2020
Registration No. 333-165834
Registration No. 333-176508
Registration No. 333-220011
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to:
Form S-8 Registration Statement No. 333-165834
Form S-8 Registration Statement No. 333-176508
Form S-8 Registration Statement No. 333-220011
UNDER
THE SECURITIES ACT OF 1933
PRIMERICA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
| 27-1204330 |
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification Number) |
1 Primerica Parkway
Duluth, Georgia 30099
(770) 381-1000
(Address of Principal Executive Offices)
Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan
Primerica, Inc. 2020 Omnibus Incentive Plan
(Full title of the plan)
Stacey K. Geer
Executive Vice President, Chief Governance Officer, Deputy General Counsel and Corporate Secretary
Primerica, Inc.
1 Primerica Parkway
Duluth, Georgia 30099
(Name and Address of Agent For Service)
(770) 381-1000
(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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ |
| Accelerated filer ☐ |
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Non-accelerated filer ☐ |
| Smaller reporting company ☐
Emerging growth company ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of securities to be registered (1)(2) |
Amount to be registered (1)(2) | Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee (3) |
Common Stock, par value $0.01 per share, under the Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan and, to the extent specified herein, the Primerica, Inc. 2020 Omnibus Incentive Plan | 12,200,000 | N/A | N/A | N/A |
| (1) | As described in the “Explanatory Note” below, this Post-Effective Amendment No. 1 to Registration Statements on Form S-8 (this “Post-Effective Amendment”) is being filed to provide that up to 442,102 shares of the registrant’s common stock originally registered upon the filing of the registrant’s (a) Registration Statement on Form S-8 (File No. 333-165834) filed on April 1, 2010, with respect to 8,800,000 shares of the registrant’s common stock; (b) Registration Statement on Form S-8 (File No. 333-176508) filed on August 26, 2011, with respect to 2,000,000 shares of the registrant’s common stock, and (c) Registration Statement on Form S-8 (File No. 333-220011) filed on August 17, 2017 with respect to 1,400,000 shares of the registrant’s common stock (collectively, the “Prior Registration Statements”) for issuance under the Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan (the “2010 Incentive Plan”) may be issued under the Primerica, Inc. 2020 Omnibus Incentive Plan (the “2020 Incentive Plan”) under the circumstances described in this Post-Effective Amendment. |
| (2) | Includes an indeterminate number of additional shares that may be offered and issued under the 2010 Incentive Plan and 2020 Incentive Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions pursuant to Rule 416 under the Securities Act of 1933. |
| (3) | The filing fee for the registration of the offer of shares of the registrant’s common stock under the 2010 Incentive Plan was paid in full upon the filing of the Prior Registration Statements. Pursuant to Securities Act Forms Compliance and Disclosure Interpretation 126.43 published by the Securities and Exchange Commission, no filing fee is required for this Post-Effective Amendment. |
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Pursuant to Securities Act Forms Compliance and Disclosure Interpretation 126.43 (“CDI 126.43”) published by the Securities and Exchange Commission (the “Commission”), Primerica, Inc. (the “Company”) is filing this Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to the following registration statements on Form S-8 (collectively, the “Prior Registration Statements”) filed by the Company with the Commission:
| (1) | Registration Statement on Form S-8 (File No. 333-165834), which was filed with the Commission on April 1, 2010 with respect to 8,800,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to be issued under the Primerica, Inc.’s 2010 Omnibus Incentive Plan, as amended and restated (the “2010 Incentive Plan”); |
| (2) | Registration Statement on Form S-8 (File No. 333-176508), which was filed with the Commission on August 26, 2011 with respect to an additional 2,000,000 shares of Common Stock to be issued under the 2010 Incentive Plan; and |
| (3) | Registration Statement on Form S-8 (File No. 333-220011), which was filed with the Commission on August 17, 2017 with respect to an additional 1,400,000 shares of Common Stock to be issued under the 2010 Incentive Plan. |
On May 13, 2020, the Company’s stockholders approved the Primerica, Inc. 2020 Omnibus Incentive Plan (the “2020 Incentive Plan”), which replaces the 2010 Incentive Plan. No future awards will be made under the 2010 Incentive Plan. According to the terms of the 2020 Incentive Plan, any shares of Common Stock that relate to awards granted under the 2010 Incentive Plan that were outstanding as of April 1, 2020 and that subsequent to that date are cancelled, expired, forfeited or otherwise not issued such that they would again have been available for issuance under the terms of the 2010 Incentive Plan (“Carryover Shares”) shall be available for issuance under the 2020 Incentive Plan. An aggregate of 442,102 shares of Common Stock that relate to awards granted under the 2010 Incentive Plan were outstanding as of April 1, 2020.
Contemporaneously with the filing of this Post-Effective Amendment, the Company is filing a Registration Statement on Form S-8 to register the newly authorized shares of Common Stock that have become available for offer or sale pursuant to the 2020 Incentive Plan (excluding the Carryover Shares).
In accordance with CDI 126.43, this Post-Effective Amendment is filed to indicate that the Prior Registration Statements will also cover the issuance of the Carryover Shares under the 2020 Incentive Plan (as such shares would no longer be issuable under the 2010 Incentive Plan as described above. No additional securities are being registered by this Post-Effective Amendment.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Company 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, 2019 (the “2019 Annual Report”), filed with the Commission on February 28, 2020 (Commission File No. 001-34680), including such portions of the Company’s definitive Proxy Statement relating to the Company’s 2020 Annual Meeting of Stockholders, filed with the Commission on April 1, 2020 (Commission File No. 001-34680), that are incorporated by reference into the 2019 Annual Report, pursuant to General Instruction G to Form 10-K ; |
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| (c) | The description of the Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on March 30, 2010 and any amendments or reports filed for the purpose of updating such description, including the Description of Registrant’s Securities filed as Exhibit 4.4 to the 2019 Annual Report. |
In addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), excluding any portions thereof furnished by the Company (including but not limited to information furnished under Item 2.02 and Item 7.01 of Form 8-K and any exhibits relating to Item 2.02 or Item 7.01 furnished under Item 9.01 of Form 8-K), after the date of this registration statement, and prior to the filing of a post-effective amendment to this registration statement indicating that all securities offered 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 in this registration statement or 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.
Brett A. Rogers, Executive Vice President and General Counsel of the Company, is rendering an opinion regarding the legality of the Carryover Shares. As an employee of the Company, Mr. Rogers has received grants under the 2010 Incentive Plan consisting of 2,426 restricted stock units and is eligible to receive future grants 2020 Incentive Plan. As of May 14, 2020, Mr. Rogers beneficially owned 0 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any by-laws, agreement, vote of stockholders or disinterested directors or otherwise. The Company’s certificate of incorporation and by-laws provide for indemnification by the Company of its directors, officers and employees to the fullest extent permitted by the DGCL. In addition, the Company has entered into indemnification agreements with its directors and executive officers.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions; or (4) for any transaction from which the director derived an improper personal benefit. The Company’s certificate of incorporation and by-laws provide for such limitation of liability to the fullest extent permitted by the DGCL.
The Company maintains industry standard policies of insurance under which coverage is provided to its directors and officers against legal liability for loss which is not indemnified arising from claims made by reason of breach of duty or other wrongful act while acting in their capacity as directors and officers of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
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10.1 | |
10.2* | |
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*Filed herewith.
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;
(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. 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 the registration statement or any material change to such information in this 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 reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
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(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; 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 Securities Act, each filing of the registrant’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 this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of 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 Securities 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 of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Primerica, Inc. 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 Post-Effective Amendment No. 1 to Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Duluth, State of Georgia, on May 14, 2020.
| PRIMERICA, INC. | |
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| By: | /s/ Stacey K. Geer |
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| Stacey K. Geer |
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| Executive Vice President, Deputy General Counsel, Corporate Secretary and Chief Governance Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Stacey K. Geer and Peter W. Schneider, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her 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 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may 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 the 14th day of May, 2020.
Signature | Title |
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/s/ Glenn J. Williams Glenn J. Williams | Chief Executive Officer (principal executive officer) |
/s/ Alison S. Rand Alison S. Rand | Executive Vice President and Chief Financial Officer (principal financial and accounting officer) |
/s/ John A. Addison, Jr. John A. Addison, Jr. | Director |
/s/ Joel M. Babbit Joel M. Babbit | Director |
/s/ P. George Benson P. George Benson | Director |
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/s/ C. Saxby Chambliss C. Saxby Chambliss | Director |
/s/ Gary L. Crittenden Gary L. Crittenden | Director |
/s/ Cynthia N. Day Cynthia N. Day | Director |
/s/ Sanjeev Dheer Sanjeev Dheer | Director |
/s/ Beatriz R. Perez Beatriz R. Perez | Director |
/s/ D. Richard Williams D. Richard Williams | Director |
/s/ Barbara A. Yastine | Director |
Barbara A. Yastine |
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