FORM S-8
Registration Statement Under The Securities Act of 1933
Torchmark Corporation
(Exact name of registrant as specified in its charter)
Delaware 63-0780404
(State or other jurisdiction (I.R.S. Employer
or incorporation or Identification No.)
organization)
2001 Third Avenue South, Birmingham, Alabama 35233
(Address of Principal Executive Offices) (Zip Code)
Torchmark Corporation 1996 Non-Employee Director Stock Option Plan
(Full title of the plan)
Carol A. McCoy
Associate Counsel & Secretary
Torchmark Corporation
2001 Third Avenue South
Birmingham, AL 35233
(Name and address of agent for service)
(205) 325-4243
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Titles of Amount to be Proposed Proposed Amount
Securities to registered maximum maximum of
be registered offering aggregate offering registration
price per unit/1/ price fee
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Torchmark Corporation 400,000 $64.4375 $25,775,000 $7,810.61
Common Stock and non- shares
qualified stock options
for such common shares
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/1/ Calculated pursuant to Rule 457(c) and (h)(1) based upon the average of
the high and low prices reported for Torchmark Corporation common stock in the
consolidated reporting system on May 8, 1997.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Torchmark Corporation (the "Registrant" or the "Company") and the
Torchmark Corporation 1996 Non-Employee Director Stock Option Plan (the "Plan")
hereby incorporate by reference into this Registration Statement the following
documents:
(a) Registrant's latest annual report on Form 10-K filed
pursuant to Section 13(a) of the Securities Exchange
Act of 1934 for the most recent fiscal year
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the
end of the fiscal year covered by the Registrant
document referenced to in (a) above
(c) The description of Registrant's common stock contained
in the Form 10 Registration Statement filed under the
Securities and Exchange Act of 1934, including any
amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment 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 the
Registration Statement and to be a part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12 of the
Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 1 of Article Ninth of the Restated Certificate of Incorporation of
the Registrant provides that a director will not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director except for liability (a) for any breach of the duty of loyalty to
the Registrant or its stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (c) for
paying a dividend or approving a stock
repurchase in violation of the Delaware General Corporation Law (the "Act"), or
(d) for any transaction from which the director derived an improper personal
benefit.
Section 2(a) of Article Ninth provides that each person who was or is
made a party or is threatened to be made a party to, or is involved in, specific
actions, suits or proceedings by reason of the fact that he or she is or was a
director or officer of the Registrant (or is or was serving at the request of
the Registrant as a director, officer, employee or agent for another entity)
while serving in such capacity will be indemnified and held harmless by the
Registrant, to the full extent authorized by the Act, as in effect (or, to the
extent indemnification is broadened, as it may be amended) against all expense,
liability or loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred by such person in connection therewith. With respect to derivative
actions, indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and the Act
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the Registrant. Rights
conferred hereby are contract rights and include the right to be paid by the
Registrant the expenses incurred in defending the proceedings specified above,
in advance of their final disposition; provided that, if the Act so requires,
such payment will only be made upon delivery to the Registrant by the
indemnified party of an undertaking to repay all amounts advanced if it is
ultimately determined that the person receiving such payments is not entitled to
be indemnified under such Section 2(a) or otherwise. The Registrant may, by
action of its Board of Directors, provide indemnification to its employees and
agents with the same scope and effect as the foregoing indemnification of
directors and officers.
Section 2(b) of Article Ninth provides that persons indemnified under
Section 2(a) may bring suit against the Registrant to recover unpaid amounts
claimed thereunder, and that if such suit is successful, the expense of bringing
such suit will be reimbursed by the Registrant. While it is a defense to such a
suit that the person claiming indemnification has not met the applicable
standards of conduct making indemnification permissible under the Act, the
burden of proving the defense is on the Registrant and neither the failure of
the Registrant's Board of Directors, independent legal counsel or the
shareholders to have made a determination that indemnification is proper, nor an
actual determination that the claimant has not met the applicable standard of
conduct is a defense to the action or creates a presumption that the claimant
has not met the applicable standard of conduct.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in
paragraphs 2(a) and 2(b) of Article Ninth is not exclusive of any other right
which any person may have or acquire under any statute, provision of the
Certificate of Incorporation or By-Laws, or otherwise. The Registrant may
maintain insurance, at its expense, to protect itself and any directors,
officers, employees or agents of the Registrant or other entity against any
expense, liability or loss, whether or not the Registrant would have the power
to indemnify such persons against such expense, liability or loss under the Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
(4)(a) Torchmark Corporation 1996 Non-Employee Director
Stock Option Plan
(5) Opinion of Carol A. McCoy, Associate Counsel and Secretary of
Torchmark Corporation
(23)(a) Consent of KPMG Peat Marwick LLP to incorporation
by reference of their audit report of January 31,
1997, except for Note 16, which is as of March 11,
1997, into the Form S-8 Registration Statement for
the Torchmark Corporation 1996 Non-Employee
Director Stock Option Plan
(b) Consent of KPMG Peat Marwick LLP to incorporation by
reference of their audit report of January 31, 1997,
except for Note 16, which is as of March 11, 1997,
into the Form S-3 Resale Prospectus for the Torchmark
Corporation 1996 Executive Deferred Compensation
Stock Option Plan and to the reference to the firm as
"Experts" in the Prospectus
(c) Consent of Carol A. McCoy to use of Legal Opinion (contained in
Exhibit 5 above)
(24) Powers of attorney
(99) Form S-3 Resale Prospectus
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 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% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability 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 (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 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 the time shall be deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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
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 Birmingham, State of Alabama, on May 14, 1997.
TORCHMARK CORPORATION
By: *
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R. K. Richey
Chairman, Chief Executive
Officer and Director
*
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Keith A. Tucker
Vice Chairman and Director
(Principal Financial Officer)
*
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Gary L. Coleman
Vice President and Chief
Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
*
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David L. Boren, Director Joseph L. Lanier, Jr., Director
*
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Joseph M. Farley, Director Harold T. McCormick, Director
* *
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Louis T. Hagopian, Director George J. Records, Sr., Director
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C. B. Hudson, Director
*By: /s/ Carol A. McCoy Date: May 14, 1997
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Carol A. McCoy,
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, the
Compensation Committee, as Administrator has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on May 14, 1997.
TORCHMARK CORPORATION 1996 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
By: COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS OF TORCHMARK CORPORATION,
as Administrator
By: *
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George J. Records, Sr.
Chairman
*
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Joseph M. Farley
*
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Joseph L. Lanier, Jr.
*
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Louis T. Hagopian
*By /s/Carol A. McCoy
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Carol A. McCoy
Attorney-in-Fact