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
DES MOINES, IOWA 50392
(Address of Principal Executive Offices)
PRINCIPAL FINANCIAL GROUP, INC. STOCK INCENTIVE PLAN
PRINCIPAL FINANCIAL GROUP LONG-TERM PERFORMANCE PLAN
PRINCIPAL FINANCIAL GROUP, INC. DIRECTORS STOCK PLAN
PRINCIPAL FINANCIAL GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN
(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
(515) 247-5111
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities to be Amount to be offering price aggregate Amount of
registered registered per share offering price registration fee
---------------- ------------- -------------- -------------- ----------------
Common stock, 20,000,000 (1) (2) $400,000,000 (3) $100,000
par value $ .01
per share
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(1) Consists of shares of common stock to be offered pursuant to the Principal
Financial Group, Inc. Stock Incentive Plan, the Principal Financial Group
Long-Term Performance Plan, the Principal Financial Group, Inc. Directors
Stock Plan and the Principal Financial Group, Inc. Employee Stock Purchase
Plan. Such indeterminate number of additional shares as may be issuable
pursuant to the recapitalization provisions under the employee benefit
plans described herein is hereby also registered.
(2) Not applicable.
(3) Computed pursuant to Rule 457(h) of the Securities Act solely for the
purpose of determining the registration fee, based on an assumed price of
$20.00 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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, is incorporated
by reference in this Registration Statement. Information relating to Principal
Financial Group, Inc.'s common stock is set forth under the caption "Description
of Capital Stock and Change of Control Related Provisions" in the Registration
Statement on Form S-1.
In addition, all documents subsequently filed by Principal Financial
Group, Inc. 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 hereby have been sold or which 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 which 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
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Our directors and officers may be indemnified against liabilities,
fines, penalties and claims imposed upon or asserted against them as provided in
the Delaware General Corporation Law and our 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
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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 our
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 Principal Financial
Group, Inc. to indemnify, to the same extent allowed for our 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 our employee or agent, or is or was serving at our
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
We have policies in force and effect to insure our directors and
officers against such losses which 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, individually or
collectively, or as a result of any matter claimed against them 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 10.
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 Exchange Act of 1934 that are incorporated by
reference in the Registration Statement;
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(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, unless the information is contained in
periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference
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 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.
(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) Subsequent Exchange Act Documents. 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 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) Indemnification. 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 Securities and
Exchange 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
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appropriate jurisdiction the question 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
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, Iowa on October 22, 2001.
PRINCIPAL FINANCIAL GROUP, INC.
By: /s/ J. Barry Griswell
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Name: J. Barry Griswell
Title: President and Chief Executive
Officer and Director
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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 dates indicated.
Signatures Title Date
---------- ----- ----
/s/ David J. Drury Chairman of the Board, Chairman and October 22, 2001
------------------------------------ Director
David J. Drury
/s/ J. Barry Griswell President and Chief Executive Officer October 22, 2001
------------------------------------ and Director
J. Barry Griswell
/s/ Michael H. Gersie Executive Vice President and Chief October 22, 2001
------------------------------------ Financial Officer
Michael H. Gersie (principal financial officer and
principal accounting officer)
* Director October 22, 2001
------------------------------------
Betsy J. Bernard
* Director October 22, 2001
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Jocelyn Carter-Miller
* Director October 22, 2001
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Daniel Gelatt
* Director October 22, 2001
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Sandra L. Helton
* Director October 22, 2001
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Charles S. Johnson
* Director October 22, 2001
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William T. Kerr
* Director October 22, 2001
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Lee Liu
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* Director October 22, 2001
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Victor H. Loewenstein
* Director October 22, 2001
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Ronald D. Pearson
* Director October 22, 2001
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Federico F. Pena
* Director October 22, 2001
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Donald M. Stewart
* Director October 22, 2001
------------------------------------
Elizabeth E. Tallett
* By: /s/ Michael H. Gersie
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Michael H. Gersie, Attorney-in-Fact
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Index to Exhibits
Exhibit No. Description of Exhibit
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4.1 Form of Certificate for the Common Stock of Principal Financial
Group, Inc., par value $0.01 per share, previously filed as
Exhibit 4.1 to Amendment No. 1 of Principal Financial Group,
Inc.'s Registration Statement on Form S-1 (No. 333-62558) and
incorporated herein by reference.
4.2 Form of Stockholder Rights Agreement, previously filed as
Exhibit 4.2 to Principal Financial Group, Inc.'s Registration
Statement on Form S-1 (No. 333-62558) and incorporated herein
by reference.
5.1* Opinion of Debevoise & Plimpton.
23.1* Consent of Ernst & Young LLP.
23.2 Consent of Debevoise & Plimpton (included in Exhibit 5.1).
24.1 Powers of Attorney, previously filed as Exhibit 24.1 to
Principal Financial Group, Inc.'s Registration Statement on
Form S-1 (No. 333-62558) and incorporated herein by reference.
99.1 Principal Financial Group, Inc. Stock Incentive Plan,
previously filed as Exhibit 10.1 to Principal Financial Group,
Inc.'s Registration Statement on Form S-1 (No. 333-62558) and
incorporated herein by reference.
99.2 Principal Financial Group Long-Term Performance Plan,
previously filed as Exhibit 10.2 to Principal Financial Group,
Inc.'s Registration Statement on Form S-1 (No. 333-62558) and
incorporated herein by reference.
99.3 Principal Financial Group, Inc. Directors Stock Plan,
previously filed as Exhibit 10.4 to Principal Financial Group's
Registration Statement on Form S-1 (No. 333-62558) and
incorporated herein by reference.
99.4* Principal Financial Group, Inc. Employee Stock Purchase Plan
*filed herewith
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