S-8 1 forms8.htm S-8
As filed with the Securities and Exchange Commission on December 20, 2018
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933


CIGNA CORPORATION
(Exact name of registrant as specified in its charter)


Delaware
  
82-4991898
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)

900 Cottage Grove Road
Bloomfield, Connecticut 06002
(Address, including zip code, of principal executive offices)

Cigna 401(k) Plan
(Full title of the plans)

Nicole S. Jones, Esq.
Executive Vice President and General Counsel
Cigna Corporation
900 Cottage Grove Road
Bloomfield, Connecticut 06002
(860) 226-6000
(Name, address and telephone number of agent for service)

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

Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
 
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

 
Title 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
Common Stock, par value $0.01 per share
1,500,000
$195.92
$293,872,500
$35,618

(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Common Stock, par value $0.01 per share (“Common Stock”), of Cigna Corporation, a Delaware corporation (the “Company”) that become issuable in respect by reason of any stock split, stock dividend, recapitalization or other similar transaction that results in an increase in the number of outstanding shares of Common Stock.  In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Cigna 401(k) Plan.

(2)
Estimated solely for the purpose of calculating the registration fee, based, in accordance with 457(h) under the Securities Act, on the average of the high and low prices of Common Stock as reported on the New York Stock Exchange on December 19, 2018.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with Rule 428 under the Securities Act, and the introductory note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.
Incorporation of Documents by Reference

The following documents previously filed by the Company, Cigna Holding Company (formerly known as Cigna Corporation) (“Legacy Cigna”) and Express Scripts Holding Company (“Express Scripts”) with the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items):

(1)     the Company’s Current Reports on Form 8-K, filed with the Commission on September 21, 2018 and December 20, 2018;

(2)     Legacy Cigna’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Commission on February 28, 2018;

(3)     Legacy Cigna’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, filed with the Commission on May 3, 2018, August 2, 2018 and November 1, 2018, respectively;

(4)     Legacy Cigna’s Current Reports on Form 8-K filed with the Commission on March 8, 2018, March 13, 2018, March 15, 2018, April 12, 2018, April 23, 2018, April 30, 2018, July 2, 2018, August 7, 2018, August 8, 2018, August 9, 2018, August 10, 2018, August 13, 2018, August 24, 2018, September 17, 2018, September 21, 2018, September 27, 2018, November 21, 2018, December 10, 2018 and December 20, 2018;

(5)     Express Scripts’ Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Commission on February 27, 2018;

(6)     Express Scripts’ Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, filed with the Commission on May 2, 2018, August 1, 2018 and October 31, 2018, respectively;

(7)     Express Scripts’ Current Reports on Form 8-K filed with the Commission on January 26, 2018, March 8, 2018, March 9, 2018, April 24, 2018, May 14, 2018, July 2, 2018, August 10, 2018, August 13, 2018, August 24, 2018, September 18, 2018, November 21, 2018 and December 20, 2018; and

(8)     the description of the Company’s capital stock contained in the Company’s Registration Statement on Form S-4, filed with the Commission on May 16, 2018 (Registration No. 333-224960), or any registration statement or report subsequently filed under the Exchange Act of the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), prior to the filing of a post-effective amendment to this Registration Statement 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 of such documents.

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Any statement contained in this Registration Statement or 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 or incorporated by reference herein or in any subsequently filed document that is 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

Not applicable.

Item 6.
Indemnification of Directors and Officers

The Company is incorporated in Delaware. Under Section 145 of the DGCL, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person if he acted in good faith and in a manner he 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 conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify any person who was or is a party or is threatened to be made a party to any such threatened, pending or completed action by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) only against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent the appropriate court finds that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

The Company’s amended and restated certificate of incorporation provides that its directors and officers will be indemnified by the Company to the fullest extent authorized by Delaware law as it now exists or may in the future be amended, against all expenses, liabilities and losses incurred in connection with their service as a director or officer on behalf of the Company.

As permitted by Section 102(b)(7) of the DGCL, the amended and restated certificate of incorporation of the Company provides that a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for such liability as is expressly not subject to limitation under the DGCL, as the same exists or may hereafter be amended to further limit or eliminate such liability.

2
The Company will indemnify, to the fullest extent permitted by law, any person who is now, or has previously been, (1) an officer or director of Legacy Cigna or Express Scripts or any of their respective subsidiaries or (2) serving at the request of Legacy Cigna or Express Scripts as an officer or director of or in any similar capacity with another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, which we refer to as an indemnified person, in connection with any claim, demand, action, suit, proceeding, subpoena or investigation based directly or indirectly (in whole or in part) on, or arising directly or indirectly (in whole or in part) out of, the fact that such indemnified person is or was an officer or director of Legacy Cigna or Express Scripts, as applicable, or any of their respective subsidiaries, or is or was serving at the request of Legacy Cigna or Express Scripts as an officer or director of or in any similar capacity with another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust. In the event of any such proceeding, each indemnified person will be entitled to an advancement of expenses incurred in defense of such proceeding, to the extent set forth in the organizational documents of Legacy Cigna or Express Scripts, as applicable.

Item 7.
Exemption From Registration Claimed

Not applicable.

Item 8.
Exhibits

Exhibit
Number
    
Exhibit Title
   
Amended and Restated Certificate of Incorporation of Cigna Corporation, effective as of December 20, 2018 (incorporated by reference to Exhibit 3.1 to Cigna Corporation’s Current Report on Form 8-K12B filed with the Commission on December 20, 2018).
       
   
Amended and Restated Bylaws of Cigna Corporation, effective as of  December 20, 2018 (incorporated by reference to Exhibit 3.2 to Cigna Corporation’s Current Report on Form 8-K12B filed with the Commission on  December 20, 2018).
       
   
Consent of PricewaterhouseCoopers LLP (independent registered public accounting firm).
       
   
Consent of PricewaterhouseCoopers LLP (independent registered public accounting firm).
       
   
Powers of Attorney (included on the signature page to Form S-8).

The Internal Revenue Service has delivered a letter dated March 27, 2018 indicating that the Cigna 401(k) Plan is qualified under Section 401 of the Internal Revenue Code of 1986, as amended.  The Company will make all changes required by the Internal Revenue Service in order to maintain the qualification of the Cigna 401(k) Plan.

Item 9.
Undertakings

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;

(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; and

(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:

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

3
(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.

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 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.

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 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 of 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 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 Bloomfield, State of Connecticut, as of this 20th day of December 2018.

 
CIGNA CORPORATION
     
 
By
/s/ Nicole S. Jones
   
Nicole S. Jones
   
Executive Vice President and General Counsel

SIGNATURES

Each of the undersigned officers and directors of the Company hereby constitutes and appoints Nicole S. Jones as his or her true and lawful attorney-in-fact and agent, severally, with full power of substitution and resubstitution, in his or her name and on his or her behalf, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power of authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, or her substitute, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated as of  this 20th day of December 2018.

   
Signature
  
Title
         
   
/s/ David M. Cordani
  
President, Chief Executive Officer and Director
   
David M. Cordani
  
(Principal Executive Officer)
         
   
/s/ Eric P. Palmer
  
Executive Vice President & Chief Financial Officer
   
Eric P. Palmer
  
(Principal Financial Officer)
         
   
/s/ Mary T. Agoglia Hoeltzel
  
Senior Vice President, Tax and Chief Accounting Officer
   
Mary T. Agoglia Hoeltzel
  
(Principal Accounting Officer)
         
   
/s/ William J. DeLaney
  
Director
   
William J. DeLaney
    
         
   
/s/ Eric J. Foss
  
Director
   
Eric J. Foss
    
         
   
/s/ Elder Granger
  
Director
   
Elder Granger
    


   
/s/ Isaiah Harris, Jr.
  
Chairman of the Board
   
Isaiah Harris, Jr.
    
         
   
/s/ Roman Martinez IV
  
Director
   
Roman Martinez IV
    
       
   
/s/ Kathleen M. Mazzarella
   Director
   
Kathleen M. Mazzarella
  
         
   
/s/ Dr. Mark B. McClellan
  
Director
   
Dr. Mark B. McClellan
    
         
   
/s/ John M. Partridge
  
Director
   
John M. Partridge
    
         
   
/s/ William L. Roper
  
Director
   
William L. Roper
    
         
   
/s/ Eric C. Wiseman
  
Director
   
Eric C. Wiseman
    
         
   
/s/ Donna F. Zarcone
  
Director
   
Donna F. Zarcone
    

   
/s/ William D. Zollars
  
Director
   
William D. Zollars
    

Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the in the City of Bloomfield, State of Connecticut, as of this 20th day of December 2018.

 
CIGNA 401(K) PLAN
    
 
By: 
/s/ Jill Vaslow
  
   
Jill Vaslow
 
  
Plan Administrator