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June 19, 2007
REGISTRATION NO. 333-143518
TO
UNDER
THE SECURITIES ACT OF 1933
(STATE OR OTHER JURISDICTION OF INCORPORATION)
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
(512) 837-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT’S PRINCIPAL EXECUTIVE OFFICES)
400 EAST ANDERSON LANE
AUSTIN, TEXAS 78752
(512) 837-7100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
REID A. GODBOLT, ESQ.
NATHAN D. SIMMONS, ESQ.
JONES & KELLER, P.C.
WORLD TRADE CENTER
1625 BROADWAY, 16TH FLOOR
DENVER, COLORADO 80202
TELEPHONE (303) 573-1600
Proposed Aggregate | ||||||||
Maximum Offering | Amount of | |||||||
Title of each class of securities to be registered | price(1)(2)(3) | registration fee (4) | ||||||
Class A common stock | $125,000,000 | $3,838 | ||||||
Total | ||||||||
(1) | Estimated solely for purposes of calculating the registration fee, which is calculated in accordance with Rule 457(o) of the rules and regulations under the Securities Act. Rule 457(o) permits the registration fee to be calculated on the basis of the maximum offering price of the securities listed. The proposed maximum offering price per share will be determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the shares of its Class A common stock registered hereunder. | |
(2) | Subject to note 3 below, there is being registered hereunder an indeterminate number of shares of Class A common stock of the Registrant as may be sold from time to time by the Registrant. Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of Class A common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. | |
(3) | In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $125,000,000. The aggregate amount of the Class A common stock registered hereunder that may be sold “at the market” offerings for the account of the Registrant is limited to that which is permissible under Rule 415(a)(4) under the Securities Act of 1933, as amended. | |
(4) | Previously paid. | |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 19, 2007
$125,000,000
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• | the issuance of ordinary life insurance in U.S. Dollar-denominated amounts to foreign nationals through outside marketing consultants, principally in Latin America and the Pacific Rim; and | ||
• | offering final expense ordinary life insurance through our home service distribution channel. |
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• | at a fixed price or prices, which may be changed; |
• | at market prices prevailing at the time of sale; or |
• | at prices related to such prevailing market prices; or |
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• | we may directly solicit offers to purchase shares of the Class A common stock being offered by this prospectus and any related prospectus supplement. |
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Securities and Exchange Commission Fee | $ | 3,838 | ||
Printing expense—Registration Statement and Prospectus | $ | 5,000 | ||
Transfer Agent and Registrar | $ | 5,000 | ||
Legal Fees | $ | 35,000 | ||
Accountants’ Fees | $ | 15,000 | ||
Miscellaneous Fees and Expenses | $ | 5,000 | ||
Total | $ | 68,838 | ||
1.1 | Form of Underwriting Agreement (1) | |
3.1 | Restated and Amended Articles of Incorporation (2) | |
3.2 | Amended and Restated Bylaws (3) | |
4.1 | Amendment to State Series A-1 and A-2 Senior Convertible Preferred Stock (4) | |
5.1 | Opinion of Jones & Keller, P.C. regarding the legality of the Class A common stock being registered (5) | |
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23.1(a) | Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP (5) | |
23.1(b) | Consent of Independent Registered Public Accounting Firm – KPMG LLP (5) | |
23.2 | Consent of Jones & Keller, P.C. (included in Exhibit 5.1) | |
24.1 | Power of Attorney (6) | |
(1) | To be filed by amendment as an exhibit to a document to be incorporated by reference herein in connection with our offering of our Class A common stock or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference. | |
(2) | Filed on March 15, 2004 with the Registrant’s Annual Report on Form 10-K for the Year Ended December 31, 2003 as Exhibit 3.1, and incorporated herein by reference. | |
(3) | Filed with the Registrant’s Annual Report on Form 10-K for the Year Ended December 31, 1998, as Exhibit 3.2, and incorporated herein by reference. | |
(4) | Filed on July 15, 2004, with the Registrant’s Current Report on Form 8-K as Exhibit 4.1, and incorporated herein by reference. | |
(5) | Filed on June 5, 2007 with the original filing of this Registration Statement on Form S-3, and incorporated herein by reference. | |
(6) | Included on the signature page of the this Registration Statement on Form S-3, as originally filed on June 5, 2007, and incorporated herein by reference. | |
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By: | /s/ Harold E. Riley | |||
/s/ Mark A. Oliver, attorney for Harold E. Riley | /s/ Mark A. Oliver | |
Harold E. Riley, Chairman of the Board (Principal Executive Officer) | Mark A. Oliver, Director | |
/s/ Thomas F. Kopetic | /s/ Mark A. Oliver, attorney for Dr. Robert B. Sloan, Jr. | |
Thomas F. Kopetic, Vice President, Chief Financial | Dr. Robert B. Sloan, Jr., Director | |
Officer and Treasurer | ||
(Principal Financial and Accounting Officer) | ||
/s/ Mark A. Oliver, attorney for Dr. Richard C. Scott | /s/ Mark A. Oliver, attorney for Timothy T. Timmerman | |
Dr. Richard C. Scott, Director | Timothy T. Timmerman, Director | |
/s/ Mark A. Oliver, attorney for Rick D. Riley | /s/ Mark A. Oliver, attorney for Steven F. Shelton | |
Rick D. Riley, Director | Steven F. Shelton, Director | |
/s/ Mark A. Oliver, attorney for Dr. E. Dean Gage | /s/ Mark A. Oliver, attorney for Grant G. Teaff | |
Dr. E. Dean Gage, Director | Grant G. Teaff, Director |
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EXHIBIT NUMBER | DESCRIPTION | |
1.1 | Form of Underwriting Agreement (1) | |
3.1 | Restated and Amended Articles of Incorporation (2) | |
3.2 | Amended and Restated Bylaws (3) | |
4.1 | Amendment to State Series A-1 and A-2 Senior Convertible Preferred Stock (4) | |
5.1 | Opinion of Jones & Keller, P.C. regarding the legality of the Class A common stock being registered (5) | |
23.1(a) | Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP (5) | |
23.1(b) | Consent of Independent Registered Public Accounting Firm – KPMG LLP (5) | |
23.2 | Consent of Jones & Keller, P.C. (included in Exhibit 5.1) | |
24.1 | Power of Attorney (6) |
(1) | To be filed by amendment as an exhibit to a document to be incorporated by reference herein in connection with our offering of our Class A common stock or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference. | |
(2) | Filed on March 15, 2004 with the Registrant’s Annual Report on Form 10-K for the Year Ended December 31, 2003 as Exhibit 3.1, and incorporated herein by reference. | |
(3) | Filed with the Registrant’s Annual Report on Form 10-K for the Year Ended December 31, 1998, as Exhibit 3.2, and incorporated herein by reference. | |
(4) | Filed on July 15, 2004, with the Registrant’s Current Report on Form 8-K as Exhibit 4.1, and incorporated herein by reference. | |
(5) | Filed on June 5, 2007 with the original filing of this Registration Statement on Form S-3, and incorporated herein by reference. | |
(6) | Included on the signature page of the this Registration Statement on Form S-3, as originally filed on June 5, 2007, and incorporated herein by reference. | |