S-3MEF 1 s3mefgaashell.htm S-3MEF GAA REGISTRATION STATEMENT s3mefgaashell.htm - Generated by SEC Publisher for SEC Filing

 

As filed with the Securities and Exchange                                                         Registration No. 333-

Commission on November 9, 2015

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Voya Retirement Insurance and Annuity Company

(Exact name of registrant as specified in its charter)

 

Connecticut

(State or jurisdiction of incorporation or organization)

 

71-0294708

(I.R.S. Employer Identification Number)

 

One Orange Way, C2N, Windsor, Connecticut 06095-4774, 1-800-262-3862

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

 

J. Neil McMurdie, Senior Counsel

Voya Retirement Insurance and Annuity Company

One Orange Way, C2N, Windsor, Connecticut 06095-4774

(860) 580-2824

 

Approximate date of commencement of proposed sale to the public: It is proposed that the public offering will commence as soon as practicable after effectiveness of this filing.

 

If any of the securities being registered to this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: [ X ]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ X ]
333-200435

 

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. [ ]

 

 


 

 

 

Calculation of Registration Fee

 

Title of Each Class of Securities to be Registered

 

 

Amount to be Registered

Proposed Maximum Offering Price Per Unit

Proposed Maximum Aggregate Offering Price

 

 

Amount of Registration Fee

 

 

 

 

 

Guaranteed Accumulation Account Interests

*

*

$15,365,130

$1,547.27

 

*The proposed maximum aggregate offering price is estimated solely for the purpose of determining the registration fee. The amount to be registered and the proposed maximum offering price per unit are not applicable since these securities are not issued in predetermined amounts or units.

 

 


 

 

 

PARTS I AND II

 

The entire content of the Registration Statement on Form S-3 (File No. 333-200435), as filed with the United States Securities and Exchange Commission (“SEC”) on November 21, 2014, Form 10-K as filed with the SEC on March 27, 2015 and Form 10-Q as filed with the SEC on November 9, 2015 are incorporated herein by reference and made a part of this Registration Statement.

 

 

 


 

 

 

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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town/City of Craig, State of Colorado, on this 9th day of November, 2015.

 

 

By:

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY

 

 

(REGISTRANT)

 

By:

/s/Charles P. Nelson

 

 

Charles P. Nelson

President

(principal executive officer)

 

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

Title

 

Date

 

 

 

 

/s/Charles P. Nelson

Director and President

)

November 6, 2015

Charles P. Nelson

(principal executive officer)

)

 

 

 


 

 

 

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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Windsor, State of Connecticut, on this 9th day of November, 2015.

 

 

By:

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY

 

 

(REGISTRANT)

 

By:

 

 

 

Charles P. Nelson

President

(principal executive officer)

 

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints J. Neil McMurdie, Julie E. Rockmore, Megan A. Huddleston, Justin Smith and Brian H. Buckley, and each of them individually, such person’s true and lawful attorneys and agents with full power to them and each of them to sign in his or her name, and in the capacity indicated below, any and all amendments to this Registration Statement, hereby ratifying and confirming such person’s signature as it may be signed by said attorneys to any and all amendments (pre-effective and post-effective amendments).

 

Signature

Title

 

Date

 

 

 

 

 

Director and President

)

 

Charles P. Nelson

(principal executive officer)

)

 

 

 

)

 

/s/Francis G. O’Neill

Senior Vice President and Chief Financial Officer

)

November 6, 2015

Francis G. O’Neill

(principal financial officer)

)

 

 

 

)

 

/s/C. Landon Cobb, Jr.

Senior Vice President and Chief Accounting Officer

)

November 6, 2015

C. Landon Cobb, Jr.

(principal accounting officer)

)

 

 

 

)

 

/s/Alain M. Karaoglan

Director

)

November 9, 2015

Alain M. Karaoglan

 

)

 

 

 

)

 

 

Director

)

 

Rodney O. Martin, Jr.

 

)

 

 

 

)

 

/s/Chetlur S. Ragavan

Director

)

November 6, 2015

Chetlur S. Ragavan

 

)

 

 

 

)

 

/s/Michael S. Smith

Director

)

November 6, 2015

Michael S. Smith

 

)

 

 

 

)

 

/s/Ewout L. Steenbergen

Director

)

November 6, 2015

Ewout L. Steenbergen

 

)

 

 

 


 

 

Francis G. O’Neill

Notary

 

 

State of New York

County of New York

 

On the 6 day of November in the year 2015, before me, the undersigned, personally appeared Francis G. O’Neill, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/Ryan R. McParland

Notary Public

Ryan R. McParland

Notary Public – State of New York

Reg. No. 02MC6260186

Qualified in Orange County

Commission Expires 4/23/2016

 

 

C. Landon Cobb, Jr.

Statement of Witness

 

On the date written above, the principal declared to me in my presence that this instrument is his general durable power of attorney and that he had willingly signed or directed another to sign for him, and that he executed it as his free and voluntary act for the purposes therein expressed.

 

_/s/Tia Williams______________                                                  Signature of Witness #1
_Tia Williams________________                                                  Printed or typed name of Witness #1
Voya Financial, 5780 Powers Ferry Rd. NW                                  Address of Witness #1
Atlanta, GA  30327

 

_/s/Wendy Waterman_________                                                   Signature of Witness #2
_Wendy Waterman___________                                                   Printed or typed name of Witness #2
Voya Financial, 5780 Powers Ferry Road, NW                             Address of Witness #2
Atlanta, GA  30327

 

 

Alain M. Karaoglan

Notary

 

State of New York

County of New York

 

On the 9 day of November in the year 2015, before me, the undersigned, personally appeared Alain M. Karaoglan, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/Ryan R. McParland

Notary Public

Ryan R. McParland

Notary Public – State of New York

Reg. No. 02MC6260186

Qualified in Orange County

Commission Expires 4/23/2016

 

 


 

 

Chetlur S. Ragavan

Notary

 

State of New York

County of New York

 

On the 6th day of November in the year 2015, before me, the undersigned, personally appeared Chetlur S. Ragavan, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/Pier Tisdel

 

Pier Tisdel

 

Notary Public

 

Notary Public, State of New York

No. 01T16115336

Qualified in Kings County

Commission Expires 9/ 7/16

 

 

 

Michael S. Smith

Notary

 

State of New York

County of New York

 

On the 6th day of November in the year 2015, before me, the undersigned, personally appeared Michael S. Smith, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/Pier Tisdel

 

Pier Tisdel

 

Notary Public

 

Notary Public, State of New York

No. 01T16115336

Qualified in Kings County

Commission Expires 9/7/16

 

 

 

Ewout L. Steenbergen

Notary

 

 

State of New York

County of New York

 

On the 6 day of November in the year 2015, before me, the undersigned, personally appeared Ewout L. Steenbergen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/Ryan R. McParland

Notary Public

Ryan R. McParland

Notary Public – State of New York

Reg. No. 02MC6260186

Qualified in Orange County

Commission Expires 4/23/2016

 

 


 

 

 

Exhibit Index

 

Exhibit No.

Exhibit

 

 

 

 

16(a)(5)

Opinion re: Legality

 

 

 

 

16(a)(23)(a)

Consent of Independent Registered Public Accounting Firm

 

 

 

 

16(a)(23)(b)

Consent of Legal Counsel

*

 

 

 

16(a)(24)(a)

Powers of Attorney

**

 

 

 

 

*Included in Exhibit 16(5) above

**Included on signature page of this Registration