As Filed with the Securities and Exchange Commission on April 17, 2007
File No.333-59765
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 9
TO FORM S-1
ON FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LINCOLN BENEFIT LIFE COMPANY
(Exact name of Registrant as Specified in its Charter)
Nebraska 6300 470221457
(State or other jurisdiction of (Primary Standard Industrial (I.R.S.Employer
incorporation or organization) Classification Code Number) Identification No.)
2940 South 84th St., Lincoln, Nebraska 68506
1-800-865-5237
(Address of registrant's principal executive offices)
WILLIAM F. EMMONS, ESQ.
LINCOLN BENEFIT LIFE COMPANY
2940 South 84th St.
LINCOLN, NE 68506
1-800-865-5237
(Name of agent for service)
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: / X /
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
Calculation of Registration Fee
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Title of Each Class Amount to Proposed Maximum Proposed Maximum Amount of
of Securities to be be Registered Offering Price Aggregate Offering Registration
Registered Per Unit Price Fee
Market Value Adjusted
Interest under Individual
Flexible Premium
Deferred Variable Annuity
Contracts * * * *
- ---------------------------------------------------------------------------------------------------------------------------------
* These Contracts are not issued in predetermined amounts or units. A maximum
aggregate offering price of $25,000,000 was previously registered. No
additional amount of securities is being registered by this post- effective
amendment to the registration statement.
SEE PROSPECTUS IN LBL CONSULTANT SOLUTION N4
FILE # 333-50545
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of issuance and Distribution.
Pursuant to Item 511 of Regulation S-K, the Registrant hereby represents that
the following expenses totaling approximately $ 31,000.00 will be incurred or
are anticipated to be incurred in connection with the issuance and distribution
of the securities to be registered: registration fees - $0.00; cost of printing
and engraving - $ 25,000.00 (approximate); legal fees - $ 5,000.00
(approximate), and accounting fees - $ 1,000.00 (approximate). All amounts are
estimated, for the period ending April 30, 2007, for the continuous offering of
shares, but are not deducted from proceeds.
Item 15. Indemnification of Directors and Officers
The Articles of Incorporation of Lincoln Benefit Life Company (Depositor)
provide for the indemnification of its directors and officers against expenses,
judgments, fines and amounts paid in settlement as incurred by such person, so
long as such person shall not have been adjudged to be liable for negligence or
misconduct in the performance of a duty to the Company. This right of indemnity
is not exclusive of other rights to which a director or officer may otherwise be
entitled.
The By-Laws of ALFS, Inc. (Distributor) provide that the corporation will
indemnify a director, officer, employee or agent of the corporation to the full
extent of Delaware law. In general, Delaware law provides that a corporation may
indemnify a director, officer, employee or agent against expenses, judgments,
fines and amounts paid in settlement if that individual acted in good faith and
in a manner he or she 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 his or her conduct was unlawful.
No indemnification shall be made for expenses, including attorney's fees, if the
person shall have been judged to be liable to the corporation unless a court
determines such person is entitled to such indemnity. Expenses incurred by such
individual in defending any action or proceeding may be advanced by the
corporation so long as the individual agrees to repay the corporation if it is
later determined that he or she is not entitled to such indemnification.
Under the terms of the form of Underwriting Agreement, the Depositor agrees to
indemnify the Distributor for any liability that the latter may incur to a
Contract owner or party-in-interest under a Contract, (a) arising out of any act
or omission in the course of or in connection with rendering services under such
Agreement, or (b) arising out of the purchase, retention or surrender of a
Contract; provided that the Depositor will not indemnify the Distributor for any
such liability that results from the latter's willful misfeasance, bad faith or
grow negligence, or from the reckless disregard by the latter of its duties and
obligations under the Underwriting Agreement.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the forgoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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, suite 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 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 Act and will be governed by the final adjudication of
such issue.
Item 16. Exhibits
Exh. No. Description
1 Principal Underwriting Agreement (1)
3(a) Articles of Incorporation (2)
3(b) Bylaws (2)
4(a) Form of Variable Annuity Contract (3)
4(b) Form of Application (3)
5 Opinion and Consent of Counsel regarding legality (4)
21 Subsidiaries of Registrant - Not Applicable
23 Consent of Independent Registered Public Accounting Firm (filed herewith)
27 Financial Data Schedule (5)
99 (a) Experts (filed herewith)
99 (b) Powers of Attorney for Lawrence W. Dahl, John C. Lounds,
Samuel H. Pilch, John C. Pintozzi, Kevin R. Slawin,
Steven C. Verney, Douglas B. Welch (6)
(c) Power of Attorney for James E. Hohmann (filed herewith)
- -------------------------------------------------
(1) Post-Effective Amendment to Form N-4 for Lincoln Benefit Life Variable
Annuity Account (File No. 333-50545, 811-07924) filed January 22, 1999
(2) Registration Statement on Form S-6 for the Lincoln Benefit Life Variable
Life Account (File No. 333-47717) filed March 11, 1998
(3) Registration Statement on Form N-4 for Lincoln Benefit Life Variable
Annuity Account (File No. 333-50545, 811-07924) filed April 22, 1998
(4) Post-Effective Amendment to Form S-1 on Form S-3 for Lincoln Benefit Life
Company (File No. 333-59765) filed April 21, 2000.
(5) Registrant's Form 10-K filed March 29, 2001.
(6) Post-Effective Amendment to Form S-1 on Form S-3 for Lincoln Benefit Life
Company (File No. 333-59765) filed April 19, 2006.
Item 17. 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 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;
(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;
(2) That, for the determining of 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liabilities under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934) 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 Securities Act
of 1933 may be permitted in 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
As required by the Securities Act of 1933, the Registrant has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Post-Effective Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Lincoln and State of
Nebraska on April 3, 2007.
LINCOLN BENEFIT LIFE COMPANY (Registrant)
* By: /s/ Lawrence W. Dahl
------------------------------------------------
Lawrence W. Dahl
President and Chief Operating Officer
LINCOLN BENEFIT LIFE COMPANY
(Depositor)
*By: /s/ Lawrence W. Dahl
------------------------------------------------
Lawrence W. Dahl
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons and in the capacities and on April 3, 2007.
(Signature) (Title)
*/s/ Lawrence W. Dahl
- ----------------------------------- President, Chief Operating Officer
Lawrence W. Dahl & Director
(Principal Executive Officer)
*/s/ Samuel H. Pilch
- ---------------------------------- Group Vice President & Controller
Samuel H. Pilch (Principal Accounting Officer)
*/s/ Steven C. Verney
- --------------------------------- Treasurer
Steven C. Verney (Principal Financial Officer)
*/s/ John C. Lounds
- -------------------------------- Director, Vice President
John C. Lounds
*/s/ Douglas B. Welch
- -------------------------------- Director, Vice President
Douglas B. Welch
*/s/ John C. Pintozzi
- -------------------------------- Director, Senior Vice President and
John C. Pintozzi Chief Financial Officer
*/s/ Kevin R. Slawin
- -------------------------------- Director, Vice President
Kevin R. Slawin
*/s/ James E. Hohmann
- -------------------------------- Director, Chairman of the Board
James E. Hohmann and Chief Executive Officer
/s/ Michael J. Velotta
- --------------------------------- Director, Senior Vice President,
Michael J. Velotta General Counsel and Secretary
*By Michael J. Velotta, pursuant to Power of Attorney.
EXHIBITS
Exhibit No. Description
23 Consent of Independent Registered Public Accounting Firm
99 (a) Experts
99 (c) Power of Attorney for James E. Hohmann