As filed with the Securities and Exchange Commission on October 22, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRINCIPAL FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 42-1520346
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
711 HIGH STREET 50392
DES MOINES, IOWA (Zip Code)
(Address of principal executive offices)
THE PRINCIPAL SELECT SAVINGS EXCESS PLAN
NONQUALIFIED DEFINED CONTRIBUTION PLAN FOR DESIGNATED PARTICIPANTS
THE PRINCIPAL SELECT SAVINGS PLAN FOR INDIVIDUAL FIELD
THE PRINCIPAL SELECT SAVINGS PLAN FOR EMPLOYEES
(Full title of the plans)
KAREN E. SHAFF, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
PRINCIPAL FINANCIAL GROUP, INC.
711 HIGH STREET
DES MOINES, IOWA 50392
(Name and address of agent for service)
(515) 247-5111
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share aggregate offering price registration fee
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Deferred Compensation $14,000,000 100% $14,000,000 (5) $3,500
Obligations (1)
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Common Stock, 5,000,000
$.01 par value(2)(3) shares (4) $100,000,000 (6) $25,000
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(1) The Deferred Compensation Obligations are unsecured obligations of
Principal Financial Group, Inc. to pay deferred compensation in the future
in accordance with the terms and conditions of The Principal Select Savings
Excess Plan and the Nonqualified Defined Contribution Plan for Designated
Participants. The Deferred Compensation Obligations being registered
represent the maximum amount of compensation deferrals which, it is
anticipated, may be made by participants in those plans during the
approximate 36-month period following the initial offering date under this
Registration Statement.
(2) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement includes an indeterminate number of additional
shares as may be issuable as a result of a stock split, stock dividend or
similar adjustment of the outstanding common shares of Principal Financial
Group, Inc.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of interests to
be offered or sold pursuant to The Principal Select Savings Plan for
Individual Field and The Principal Select Savings Plan for Employees.
(4) Not applicable.
(5) Computed pursuant to Rule 457(h) under the Securities Act of 1933, solely
for the purpose of determining the registration fee.
(6) Computed pursuant to Rule 457(h) under the Securities Act of 1933, solely
for the purpose of determining the registration fee, based on an assumed
price of $20 per share, which is the maximum of the proposed range of
offering prices with respect to Principal Financial Group, Inc.'s initial
public offering of common stock pursuant to Amendment No. 4 to the
Registration Statement on Form S-1, file number 333-62558, as filed with
the Securities and Exchange Commission on October 22, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
As permitted by Part I of Form S-8, this Registration Statement omits
the information specified in Part I. The documents containing the information
specified in Part I will be delivered to the participants in the plans covered
by this Registration Statement, as required by Rule 428(b) under the Securities
Act of 1933. Such documents are not being filed with the Securities and Exchange
Commission as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following document filed by Principal Financial Group, Inc. is
hereby incorporated by reference in this Registration Statement:
- Amendment No. 4 to Principal Financial Group, Inc.'s Registration
Statement on Form S-1, file number 333-62558, and related
Prospectus, as filed with the Securities and Exchange Commission on
October 22, 2001. Information relating to the common stock of
Principal Financial Group, Inc. is set forth under the caption
"Description of Capital Stock and Change of Control Related
Provisions" in the Registration Statement on Form S-1.
All documents subsequently filed by Principal Financial Group, Inc. or
any of the plans covered by this Registration Statement 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 that indicates that all securities offered
hereby have been sold or that deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such documents.
Any statement contained 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 that also is
incorporated or 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
The Principal Select Savings Excess Plan and the Nonqualified Defined
Contribution Plan for Designated Participants (the "Excess Plans") will provide
a select group of management and highly compensated employees of Principal
Financial Group, Inc. and/or certain of its subsidiaries with the opportunity to
elect to defer a specified percentage of their future cash compensation. The
Deferred Compensation Obligations (the "Obligations") of Principal Financial
Group, Inc. (hereinafter in this Item 4, the "Obligor") under the Excess Plans
will be unsecured general obligations of the Obligor to pay the compensation
deferred in accordance with the terms of the Excess Plans, and will rank equally
with other unsecured and unsubordinated indebtedness of the Obligor outstanding
from time to time, payable from the general assets of the Obligor. Because the
Obligor has subsidiary companies, the right of the Obligor, and hence the right
of creditors of the Obligor (including participants in the Excess Plans), to
participate in a distribution of the assets of a subsidiary upon its liquidation
or reorganization or otherwise necessarily is subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Obligor
itself as a creditor may be recognized.
The amount of compensation to be deferred by each participant (the
"Deferral Account") will be determined in accordance with the Excess Plans based
on elections by the participant. Each Deferral Account generally will be payable
upon termination of employment or on a date selected by the participant in
accordance with the terms of the Excess Plans. The Deferral Account will be
indexed to one or more investment indices (which, among others, may include an
index that tracks the market performance of the Obligor's common stock) chosen
by each participant from a list of such investment indices. Each Deferral
Account will be adjusted to reflect the investment experience of the selected
investment index or indices, including any appreciation or depreciation. The
Obligations will be denominated and payable in United States dollars.
Benefits under the Excess Plans are generally not subject to
assignment, transfer, pledge or other encumbrance or attachment other than by a
written designation of a beneficiary under the Excess Plans or by operation of
law. A participant may designate persons or entities to receive any balance in
his/her Deferral Account, payable in the event of death.
The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by the participant, at the
option of the Obligor, or through operation of a mandatory or optional sinking
fund or analogous provision. The Obligor reserves the right to amend or
terminate the Excess Plans at any time.
The Obligations are not convertible into another security of the
Obligor. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Obligor.
Amounts deferred under the Excess Plans may be deposited in an
irrevocable grantor trust, in which case such amounts, together with earnings
thereon, are held separate and apart from other funds of the Obligor and are to
be used exclusively for the purpose of making distributions under the Excess
Plans to Excess Plan participants, as beneficiaries of the trust. However, a
beneficiary of the trust has no preferred claim on any assets of the trust prior
to the time such assets are paid to such beneficiary as excess benefits, and all
rights created under the Excess Plans and the trust agreement are mere unsecured
contractual rights of such beneficiary. If the Obligor is insolvent (as defined
in the trust agreement), the trustee must discontinue payments of distributions
under the Excess Plans, and the trust assets become subject to the claims of the
Obligor's general creditors.
The Obligor's common stock 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
The directors and officers of Principal Financial Group, Inc. may be
indemnified against liabilities, fines, penalties and claims imposed upon or
asserted against them as provided in the Delaware General Corporation Law and
the company's certificate of incorporation and by-laws. Such indemnification
covers all costs and expenses incurred by a director or officer in his or her
capacity as such. The board of directors, by a majority vote of a quorum of
disinterested directors or, under certain circumstances, independent counsel
appointed by the board of directors, must determine that the director or officer
seeking indemnification was not guilty of willful misconduct or a knowing
violation of the criminal law. In addition, the Delaware General Corporation Law
and the company's certificate of incorporation may, under certain circumstances,
eliminate the liability of directors and officers in a stockholder or derivative
proceeding.
If the person involved is not a director or officer of Principal
Financial Group, Inc., the board of directors may cause the company to
indemnify, to the same extent allowed for the company's directors and officers,
such person who was or is a party to a proceeding by reason of the fact that he
or she is or was an employee or agent of the company, or is or was serving at
the company's request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.
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The company has policies in force and effect to insure its directors
and officers against such losses that they or any of them will become legally
obligated to pay by reason of any actual or alleged error or misstatement or
misleading statement or act or omission or neglect or breach of duty by such
directors and officers in the discharge of their duties, solely by reason of
their being directors or officers. Such coverage is limited by the specific
terms and provisions of the insurance policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on page 8. The company hereby undertakes,
with respect to any plan described herein that is or is to be qualified under
Section 401 of the Internal Revenue Code, that it has submitted or will submit
such plan and any amendment thereto to the Internal Revenue Service in a timely
manner and has made or will make all necessary changes required by the Internal
Revenue Service in order to qualify such plan.
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering. 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, unless the information is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;
(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, unless the information is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference 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;
(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.
(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.
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(b) Subsequent Exchange Act Documents. 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 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.
(c) Indemnification. 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 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 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
The Registrant. 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 Des Moines, State of Iowa, on October 22, 2001.
PRINCIPAL FINANCIAL GROUP, INC.
By /s/ J. Barry Griswell
-----------------------------
J. Barry Griswell
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, in the
capacities and on the dates indicated.
Signature Title Date
/s/ David J. Drury Chairman of the Board, October 22, 2001
------------------------------------- Chairman and Director
David J. Drury
/s/ J. Barry Griswell President and Chief Executive October 22, 2001
------------------------------------- Officer and Director (principal
J. Barry Griswell executive officer)
/s/ Michael H. Gersie Executive Vice President and October 22, 2001
------------------------------------- Chief Financial Officer
Michael H. Gersie (principal financial officer and
principal accounting officer)
* October 22, 2001
------------------------------------- Director
Betsy H. Bernard
* October 22, 2001
------------------------------------- Director
Jocelyn Carter-Miller
* October 22, 2001
------------------------------------- Director
Daniel Gelatt
* October 22, 2001
------------------------------------- Director
Sandra L. Helton
* October 22, 2001
------------------------------------- Director
Charles S. Johnson
5
* Director October 22, 2001
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William T. Kerr
* Director October 22, 2001
-------------------------------------------
Lee Liu
* Director October 22, 2001
-------------------------------------------
Victor H. Lowenstein
* Director October 22, 2001
-------------------------------------------
Richard D. Pearson
* Director October 22, 2001
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Federico F. Pena
* Director October 22, 2001
-------------------------------------------
Donald M. Stewart
* Director October 22, 2001
-------------------------------------------
Elizabeth E. Tallett
*By: /s/ Michael H. Gersie
----------------------------------------
Michael H. Gersie, Attorney-in-Fact
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The Principal Select Savings Plan for Individual Field. Pursuant to the
requirements of the Securities Act of 1933, the Administrator of The Principal
Select Savings Plan for Individual Field 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 Des Moines, State of
Iowa, on October 22, 2001.
THE PRINCIPAL SELECT SAVINGS
PLAN FOR INDIVIDUAL FIELD
By PRINCIPAL LIFE INSURANCE COMPANY
Plan Administrator
By /s/ Jim DeVries
----------------------------------
Its Vice President - Human Resources
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The Principal Select Savings Plan for Employees. Pursuant to the
requirements of the Securities Act of 1933, the Administrator of The Principal
Select Savings Plan for Employees 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 Des Moines, State of
Iowa, on October 22, 2001.
THE PRINCIPAL SELECT SAVINGS
PLAN FOR EMPLOYEES
By PRINCIPAL LIFE INSURANCE COMPANY
Plan Administrator
By /s/ Jim DeVries
----------------------------------
Its Vice President - Human Resources
----------------------------------
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INDEX TO EXHIBITS
Method
Exhibit Description of Filing
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4.1 Form of Certificate for the Common Stock of Principal Financial Group, Incorporated by
Inc. (1).......................................................................... Reference
4.2 Form of Stockholder Rights Agreement (2).......................................... Incorporated by
Reference
5.1 Opinion of Debevoise & Plimpton as to the legality of the shares
being registered.................................................................. Electronic
Transmission
23.1 Consent of Debevoise & Plimpton (contained in Exhibit 5 to this
Registration Statement)
23.2 Consent of Ernst & Young LLP...................................................... Electronic
Transmission
24.1 Powers of Attorney (3)............................................................ Incorporated by
Reference
99.1 The Principal Select Savings Excess Plan (4)...................................... Incorporated by
Reference
99.2 Nonqualified Defined Contribution Plan for Designated Participants................ Electronic
Transmission
99.3 The Principal Select Savings Plan for Employees................................... Electronic
Transmission
99.4 The Principal Select Savings Plan for Individual Field............................ Electronic
Transmission
</Table>
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(1) Incorporated herein by reference to Exhibit 4.1 to Principal Financial
Group, Inc.'s Registration Statement on Form S-1 (File No. 333-62558).
(2) Incorporated by reference to Exhibit 4.2 to Principal Financial Group,
Inc.'s Registration Statement on Form S-1 (File No. 333-62558).
(3) Incorporated by reference to Exhibit 24.1 to Principal Financial Group,
Inc.'s Registration Statement on Form S-1 (File No. 333-62558).
(4) Incorporated by reference to Exhibit 10.5 to Principal Financial Group,
Inc.'s Registration Statement on Form S-1 (File No. 333-62558).
8