S-8 1 form-s8_1129.txt FORM S-8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HORACE MANN EDUCATORS CORPORATION (Exact name of registrant as specified in its charter) Delaware 37-0911756 (State or other jurisdiction of 2(I.R.S.0Employer incorporation or organization) Identification Number) Identification Number) 1 Horace Mann Plaza Springfield, Illinois 62715-0001 (Address of Principal Executive Offices, including Zip Code) HORACE MANN EDUCATORS CORPORATION 2001 STOCK INCENTIVE PLAN (Full title of the Plan) Ann Caparros General Counsel Horace Mann Educators Corporation 1 Horace Mann Plaza Springfield, Illinois 62715 (217) 789-2500 (Name, address, and telephone number, including area code, of agent for service) WITH A COPY TO: Martin J. Moderson, Esq. Sonnenschein Nath & Rosenthal 4520 Main Street, Suite 1100 Kansas City, Missouri 64111 (816) 460-2400 CALCULATION OF REGISTRATION FEE Proposed Proposed Amount maximum maximum to be Offering Price Aggregate Amount of Title of Securities registered Per Share Offering registration to be registered (1) (2) Price (2) fee (2) ------------------- ---------- --------------- ------------- ------------ Common Stock, par 1,500,000 $18.06 - $21.77 $28,588,400 $6,833 value $.001 per shares share (1) If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this Registration Statement changes, the provisions of Rule 416 shall apply to this Registration Statement, and this Registration Statement shall cover the additional securities resulting from such split, dividend or similar transaction. (2) Pursuant to Rule 457(h) under the Securities Act of 1933, based on (i) the average ($19.10) of the high and low prices of a share of common stock of Horace Mann Educators Corp. reported for trading on the New York Stock Exchange on December 3, 2001 with respect to 1,300,000 shares issuable under the Plan and (ii) the option price of $21.77 with respect to 20,000 shares, $21.67 with respect to 20,000 shares, and $18.06 with respect to 160,000 shares available for issuance upon exercise of outstanding options granted under the Plan. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS EXPLANATORY NOTE As permitted by the rules of the United States Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") and under the General Instructions to Part I of Form S-8, this Registration Statement omits the information specified in Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation Of Documents By Reference. The following documents filed by Horace Mann Educators Corporation (the "Registrant" or "HMEC") with the Commission are hereby incorporated by reference and made a part of this Registration Statement, as of their respective dates: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 (Commission File No. 001-10890). (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001 and September 30, 2001 (Commission File No. 001-10890). (c) The description of the Registrant's Common Stock contained in the Registrant's effective Registration Statement on Form 8-A, including any amendment or report filed for the purpose of updating such description (File No. 001-10890). All other reports subsequently filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities registered hereby have been sold or which deregisters all of the securities offered then remaining unsold. 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 or 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. Interest of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (the "DGCL") makes provision for the indemnification of officers and directors of corporations in terms sufficiently broad to indemnify the officers and directors of the Registrant under certain circumstances from liabilities (including reimbursement of expenses incurred) arising under the Securities Act. As permitted by the DGCL, the Registrant's Certificate of Incorporation(the "Charter") provides that, to the fullest extent permitted by the DGCL, no director shall be liable to the Registrant or to its shareholders for monetary damages for breach of his fiduciary duty as a director. Delaware law does not permit the elimination of liability (i) for any breach of the director's duty of loyalty to the Registrant or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend payments or stock redemptions or repurchases or (iv) for any transaction from which the director derives an improper personal benefit. The effect of this provision in the Charter is to eliminate the rights of the Registrant and its shareholders (through shareholders' derivative suits on behalf of the Registrant) to recover monetary damages against a director for breach of fiduciary duty as a director thereof (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i)-(iv), inclusive, above. These provisions will not alter the liability of directors under federal securities laws. The Registrant's Bylaws (the "Bylaws") provide that the Registrant shall 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, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant) by reason of the fact that he is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant 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 such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The Bylaws also provide that the Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Registrant to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted under similar standards, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the Court of Chancery of the State of Delaware or the court in which such action was brought shall deem proper. The Bylaws provide that the indemnification described above shall be made by the Registrant only as authorized in the specific case upon a determination by the Registrant's board of directors, independent legal counsel if so directed by the disinterested directors, or the Registrant's stockholders, that such indemnification is proper in the circumstances because such person has met the standard of conduct described above. Expenses incurred in defending such an action, suit or proceeding shall be paid by the Registrant in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by such person to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the Registrant. The Bylaws also provide that to the extent a director or officer of the Registrant has been successful in the defense of any action, suit or proceeding referred to in the previous paragraphs or in the defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith; that indemnification and advancement of expenses provided for in the Bylaws shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the Registrant may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Registrant, or is or was serving in any of the capacities set forth above, against any liability asserted against such person or incurred by such person in any such capacity or arising out of such person's status as such whether or not the Registrant would have the power to indemnify such person against such liabilities under such Bylaws. Item 7. Exemption From Registration Claimed Not applicable. Item 8. Exhibits The Exhibits to this Registration Statement on Form S-8 are listed in the Exhibit Index of this Registration Statement, which Exhibit Index is incorporated herein by reference in response to this Item. Item 9. Undertakings (a) The 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 (a)(1)(i) and (a)(1)(ii) above 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. (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; and (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) 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 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) 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 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. 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Springfield, State of Illinois, on the 29th day of November, 2001. HORACE MANN EDUCATORS CORPORATION By: /s/ Louis G. Lower II ------------------------------ Louis G. Lower II President and Chief Executive Officer POWER OF ATTORNEY Each of the directors and/or officers of the Registrant whose signature appears below hereby appoints Ann Caparros, as his or her attorney-in-fact to sign his or her name and on his or her behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission any and all amendments, including post-effective amendments to this Registration Statement as appropriate, and generally to do all such things in their behalf in their capacities as officers and directors to enable Registrant to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on November 29, 2001 by the following persons in the capacities indicated. SIGNATURE TITLE /s/ Louis G. Lower II Director, President, and Chief Executive Officer ------------------------ Louis G. Lower II (Principal Executive Officer) /s/ Peter H. Heckman Executive Vice President and Chief Financial Officer ------------------------ Peter H. Heckman (Principal Financial Officer) /s/ Thomas K. Manion Senior Vice President and Controller ------------------------ Thomas K. Manion (Principal Accounting Officer) /s/ William W. Abbott Director ------------------------ William W. Abbott /s/ Mary Futrell Director ------------------------ Mary H. Futrell /s/ Donald E. Kierman Director ------------------------ Donald E. Kiernan /s/ Joseph J. Melone Director ------------------------ Joseph J. Melone /s/ Jeffrey L. Morby Director ------------------------ Jeffrey L. Morby /s/ Shaun F. O'Malley Director ------------------------ Shaun F. O'Malley Director ------------------------ Charles A. Parker /s/ William J. Schoen Director ------------------------ William J. Schoen INDEX TO EXHIBITS Exhibit Number Description of Exhibit ------- ---------------------- 4.1 Horace Mann Educators Corporation 2001 Stock Incentive Plan, incorporated by reference to Exhibit 10.2 to HMEC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed with the Commission on November 14, 2001. 4.1(a) Specimen Employee Stock Option Agreement, incorporated by reference to Exhibit 10.2(a) to HMEC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed with the Commission on November 14, 2001. 4.1(b) Specimen Director Stock Option Agreement, incorporated by reference to Exhibit 10.2(a) to HMEC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed with the Commission on November 14, 2001. 4.2 Restated Certificate of Incorporation of HMEC, filed with the Delaware Secretary of State on October 6, 1989, incorporated by reference to Exhibit 3.1 to HMEC's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, filed with the Commission on November 14, 1996. 4.3 Certificate of Amendment to Restated Certificate of Incorporation of HMEC, filed with the Delaware Secretary of State on October 18, 1991, incorporated by reference to Exhibit 3.2 to HMEC's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, filed with the Commission on November 14, 1996. 4.4 Certificate of Amendment to Restated Certificate of Incorporation of HMEC, filed with the Delaware Secretary of State on August 23, 1995, incorporated by reference to Exhibit 3.3 to HMEC's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, filed with the Commission on November 14, 1996. 4.5 Certificate of Amendment to Restated Certificate of Incorporation of HMEC, filed with the Delaware Secretary of State on September 23, 1996, incorporated by reference to Exhibit 3.4 to HMEC's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, filed with the Commission on November 14, 1996. 4.6 Certificate of Amendment to Restated Certificate of Incorporation of HMEC, filed with the Delaware Secretary of State on June 5, 1998, incorporated by reference to Exhibit 3.1 to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed with the Commission on August 13, 1998. 4.7 Certificate of Amendment to Restated Certificate of Incorporation of HMEC, filed with the Delaware Secretary of State on June 22, 2000, incorporated by reference to Exhibit 3.1(e) to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, filed with the Commission on August 11, 2000. 4.8 Form of Certificate for shares of Common Stock, $0.001 par value per share, of HMEC, incorporated by reference to Exhibit 4.5 to HMEC's Registration Statement on Form S-3 (Registration No. 33-53118) filed with the Commission on October 9, 1992. 4.9 Bylaws of HMEC, incorporated by reference to Exhibit 4.6 to HMEC's Registration Statement on Form S-3 (Registration No. 33-80059) filed with the Commission on December 6, 1995. 5.1 Opinion of Sonnenschein, Nath, and Rosenthal. 15 Letter of KPMG LLP re: Unaudited Interim Financial Information 23.1 Consent of KPMG LLP. 23.2 Consent of Sonnenschein, Nath, and Rosenthal (contained in Exhibit 5.1). 24 Power of Attorney (included on the signature page of this Registration Statement).