S-1MEF 1 d529965ds1mef.htm S-1MEF S-1MEF

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ING U.S., INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   6311   52-1222820

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

230 Park Avenue

New York, New York 10169

(212) 309-8200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Bridget M. Healy

Executive Vice President and

Chief Legal Officer

ING U.S., Inc.

230 Park Avenue

New York, New York 10169

(212) 309-8200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Robert G. DeLaMater

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(212) 558-4000

 

Joseph A. Hall

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

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.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.   x File No. 333-184847

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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

  ¨    Accelerated filer    ¨

Non-accelerated filer

  x (Do not check if a smaller reporting company)    Smaller reporting company    ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

 

Amount

to be

Registered (1)

 

Proposed

maximum

offering price

per share (2)

 

Proposed

maximum

aggregate

offering price (2)

  Amount of
registration fee (3)

Common stock, par value $0.01 per share

  1,179,486   $19.50   $22,999,977   $3,137.20

 

 

(1) Includes 153,846 shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) promulgated under the Securities Act of 1933.
(3) In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related registration statement on Form S-1 (File No. 333-184847), as amended (the “Initial Registration Statement”), is hereby registered. The registrant previously registered securities with a proposed aggregate offering price of $1,771,000,008 on the Initial Registration Statement for which a filing fee of $241,564.40 was previously paid.

 

 

This registration statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


 

EXPLANATORY NOTE

This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of Sullivan & Cromwell LLP regarding the validity of the securities being registered and a related consent, the consent of Ernst & Young LLP, the consent of Milliman, Inc., the consent of J. Barry Griswell and the consent of David Zwiener. This registration statement relates to our registration statement on Form S-1 (File No. 333-184847), as amended, including the exhibits and powers of attorney thereto (the “Initial Registration Statement”), initially filed by ING U.S., Inc. on November 9, 2012 and declared effective by the Securities and Exchange Commission on May 1, 2013. We are filing this registration statement for the sole purpose of increasing the aggregate number of shares of common stock offered by us by 1,179,486 shares, 153,846 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares to cover overallotments, if any. Pursuant to Rule 462(b), the contents of the Initial Registration Statement, including the powers of attorney thereto filed with Amendment No. 5 to the Initial Registration Statement on April 25, 2013, are incorporated by reference into this registration statement.

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York on the 1st day of May, 2013.

 

ING U.S., INC.

By:

 

/S/  RODNEY O. MARTIN, JR.

  Name:  Rodney O. Martin, Jr.
  Title:    Chief Executive Officer

By:

 

/S/  ALAIN M. KARAOGLAN

  Name:  Alain M. Karaoglan
  Title:    EVP and Chief Operating 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 dates indicated:

 

Signatures

  

Title

 

Date

*

Jan H. M. Hommen

  

Chairman and Director

  May 1, 2013

*

Rodney O. Martin, Jr.

  

Director and Chief Executive Officer

(Principal Executive Officer)

  May 1, 2013

*

Johannes M.M. Boers

  

Director

  May 1, 2013

*

Patrick G. Flynn

  

Director

  May 1, 2013

*

Dirk H. Harryvan

  

Director

  May 1, 2013

*

Frederick S. Hubbell

  

Director

  May 1, 2013

*

Willem F. Nagel

  

Director

  May 1, 2013

*

David Zwiener

  

Director

  May 1, 2013

*

Ewout L. Steenbergen

  

Chief Financial Officer

(Principal Financial Officer)

  May 1, 2013

*

Steven T. Pierson

  

Chief Accounting Officer

(Principal Accounting Officer)

  May 1, 2013

* By:

    

/S/ BRIDGET M. HEALY

Bridget M. Healy

Attorney-in-fact

    


EXHIBIT INDEX

All exhibits filed with or incorporated by reference in registration statement No. 333-184847, as amended, are incorporated by reference into, and shall be deemed part of, this registration statement. In addition, the following exhibits are filed herewith:

 

Exhibit

No.

   Description
  5.1    Opinion of Sullivan & Cromwell LLP
23.1    Consent of Ernst & Young LLP
23.2    Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
23.3   

Consent of Milliman, Inc. (incorporated by reference to Exhibit 23.3 to ING U.S., Inc.’s registration statement on Form

S-1, as filed on November 9, 2012)

23.4   

Consent of Proposed Director Nominee – J. Barry Griswell (incorporated by reference to Exhibit 23.4 to Amendment

No. 4 to ING U.S., Inc.’s registration statement on Form S-1, as filed on April 16, 2013)

23.5   

Consent of Proposed Director Nominee – David Zwiener (incorporated by reference to Exhibit 23.5 to Amendment

No. 4 to ING U.S., Inc.’s registration statement on Form S-1, as filed on April 16, 2013)

24.1   

Powers of Attorney (incorporated by reference to Amendment No. 5 to ING U.S., Inc.’s registration statement on Form

S-1, as filed on April 25, 2013)