As filed with the Securities and Exchange Commission on May 15, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Registration No.
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
NATIONWIDE FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware One Nationwide Plaza 31-1486870
(State or Other Columbus, Ohio 43215 (I.R.S. Employer
Jurisdiction of (614) 249-7111 Identification No.)
Incorporation (Address, including Zip Code,
or Organization) of Principal Executive Offices)
--------------------
Nationwide Financial Services, Inc.
1996 Long-Term Equity Compensation
Plan
-----------------------------------
(Full Title of the Plan)
--------------------
W. Sidney Druen
Senior Vice President and General Counsel
Nationwide Financial Services, Inc.
One Nationwide Plaza
Columbus, Ohio 43215
(614) 249-7640
(Name, Address and Telephone Number, Including
Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Maximum
Title of Securities Amount To Be Offering Price Proposed Maximum Amount Of
To Be Registered Registered Per Share Aggregate Offering Price Registration Fee
Class A Common Stock, 2,600,000 shares (1) $42.75 (2) $111,150,000 (2) $32,790(2)
par value $0.01 per share
========================= ===================== ==================== ========================= ==================
</TABLE>
(1) In accordance with Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement also covers such
additional number of shares as may be made available for issuance by reason
of the operation of the anti-dilution provisions of the Nationwide
Financial Services, Inc. 1996 Long- Term Equity Compensation Plan.
(2) The registration fee for the securities registered hereby has been
calculated pursuant to Rule 457(h) under the Securities Act and is based
upon the average of the high and low sale prices of the Class A Common
Stock, par value $0.01 per share, of Nationwide Financial Services, Inc. as
reported in the consolidated reporting system on May 12, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1997 (including that portion of the Annual Report to Shareholders
incorporated by reference therein);
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(c) The Registrant's Current Report on Form 8-K dated April 29, 1998; and
(d) The description of the Registrant's Class A Common Stock incorporated
by reference in the Registrant's registration statement on Form 8-A (File No.
001-12785) from the Registrant's prospectus, dated March 5, 1997 (Reg. No.
333-18527).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be a part hereof from the
date of the filing of such documents.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") empowers a corporation to 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 corporation) by
reason of the fact that he 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 him in connection with such action, suit or proceeding 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.
Subsection (b) of DGCL Section 145 empowers a corporation to 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
corporation 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 him in
connection with the defense or settlement of such action or suit 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 that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Other subsections of Section 145 further provide that to the extent a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or proceeding referred to
in subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and that expenses incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final
II-1
<PAGE>
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation.
Section 1 of Article VI of the Registrant's Bylaws provides that the
Registrant shall indemnify its directors, officers, employees and agents to the
fullest extent permitted by the DGCL. This Section further provides that the
Registrant may advance expenses incurred by any director or officer in defending
a civil or criminal action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to the indemnification
by the Registrant.
DGCL Section 145 also provides that any indemnification provided for
therein may only be made upon a determination by (i) a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (iii) by the
stockholders that the indemnitee has met the standard of conduct required by
Section 145 entitling him to such indemnification.
DGCL Section 145 empowers the corporation to purchase and maintain
insurance on behalf of a director, officer, employee or agent of the corporation
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liabilities under Section
145. Section 3 of Article VI of the Registrant's Bylaws provides that the
Registrant may purchase and maintain on behalf of any director or officer
against any liability asserted against and incurred by such person arising out
of the person's status as such, whether or not the Registrant would have the
power to indemnify such person against such liability under the DGCL.
The Registrant has in force and effect a policy insuring the directors and
officers of the Registrant against losses which they or any of them shall become
legally obligated to pay for by reason of any actual or alleged error or
misstatement or misleading statement or act or omission or neglect or breach of
duty by the directors and officers in the discharge of their duties,
individually or collectively, or any matter claimed against them solely by
reason of their being directors or officers, such coverage being limited by the
specific terms and provisions of the insurance policy.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article TWELFTH of the
Registrant's Restated Certificate of Incorporation limits the liability of
directors of the Registrant to the fullest extent permitted by Section
102(b)(7).
Item 8. Exhibits.
*4(a) -- Restated Certificate of Incorporation of Nationwide Financial
Services, Inc. (previously filed as Exhibit 3.1 to Registration
No. 333-18527)
*4(b) -- Restated Bylaws of Nationwide Financial Services, Inc. (previously
filed as Exhibit 3.2 to Registration No. 333-18527)
*4(c) -- Intercompany Agreement among Nationwide Mutual Insurance Company,
Nationwide Corporation and Nationwide Financial Services, Inc.
(previously filed as Exhibit 10.1 to Registration No. 333-18527)
5 -- Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23(a) -- Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (contained in
Exhibit 5).
23(b) -- Consent of KPMG Peat Marwick LLP.
24 -- Power of Attorney (included on page II-4).
- --------------------
* Incorporated herein by reference.
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<PAGE>
Item 9. Undertakings.
(a) 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;
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Nationwide
Financial Services, Inc. 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 Columbus, State of Ohio, on the 14th
day of May, 1998.
NATIONWIDE FINANCIAL SERVICES, INC.
By: /s/ Dimon Richard McFerson
--------------------------------
Dimon Richard McFerson
Chairman and Chief Executive Officer --
Nationwide Insurance Enterprise
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on May 14, 1998 by the
following persons in the capacities indicated. Each person whose signature
appears below hereby appoints and constitutes Joseph J. Gasper, W. Sidney Druen
and Mark B. Koogler, and each of them, as his or her attorney-in-fact, with full
power of substitution, for him or her in any and all capacities, to execute in
the name and on behalf of such person any amendment to this Registration
Statement (including any post-effective amendment) and to file the same, with
exhibits thereto, and other documents in connection therewith, making such
changes in this Registration Statement as the person so acting deems
appropriate, hereby ratifying and confirming all that said attorney-in-fact, or
his or her substitute may do or cause to be done by virtue hereof.
Signature Title
/s/ Dimon Richard McFerson Chairman and Chief Executive Officer--
- ----------------------------- Nationwide Insurance Enterprise and
Dimon Richard McFerson Director (Principal Executive Officer)
/s/ Joseph J. Gasper President and Chief Operating Officer
- ----------------------------- and Director
Joseph J. Gasper
/s/ Robert A. Oakley Executive Vice President--Chief Financial
- ----------------------------- Officer (Principal Financial Officer
Robert A. Oakley and Principal Accounting Officer)
/s/ Arden L. Shisler Director
- -----------------------------
Arden L. Shisler
/s/ Henry S. Holloway Director
- -----------------------------
Henry S. Holloway
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<PAGE>
Signature Title
/s/ James F. Patterson Director
- ------------------------------
James F. Patterson
/s/ David O. Miller Director
- ------------------------------
David O. Miller
/s/ Charles L. Fuellgraf, Jr. Director
- ------------------------------
Charles L. Fuellgraf, Jr.
/s/ Lydia Micheaux Marshall Director
- ------------------------------
Lydia Micheaux Marshall
/s/ Donald L. McWhorter Director
- ------------------------------
Donald L. McWhorter
/s/ Gerald D. Prothro Director
- ------------------------------
Gerald D. Prothro
/s/ James G. Brocksmith, Jr. Director
- ------------------------------
James G. Brocksmith, Jr.
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
*4(a) Restated Certificate of Incorporation of Nationwide Financial
Services, Inc. (previously filed as Exhibit 3.1 to Registration
No. 333-18527).
*4(b) Restated Bylaws of Nationwide Financial Services, Inc. (previously
filed as Exhibit 3.2 to Registration No. 333-18527).
*4(c) Intercompany Agreement among Nationwide Mutual Insurance Company,
Nationwide Corporation and Nationwide Financial Services, Inc.
(previously filed as Exhibit 10.1 to Registration No. 333-18527)
5 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23(a) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (contained in
Exhibit 5).
23(b) Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on page II-4).
- --------------------
* Incorporated herein by reference.
Exhibit 5
LEBOEUF, LAMB, GREENE & MACRAE
L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
125 WEST 55TH STREET
NEW YORK, NY 10019-5389
May 14, 1998
Nationwide Financial Services, Inc.
One Nationwide Plaza
Columbus, OH 43215-2220
Ladies and Gentlemen:
We are acting as counsel for Nationwide Financial Services, Inc., a
Delaware corporation (the "Company"), in connection with the registration on
Form S-8 of 2,600,000 shares of Class A Common Stock, par value $0.01 per share,
of the Company (the "Shares") for offer and sale pursuant to the 1996 Long-Term
Equity Compensation Plan (the "Plan").
We have examined such corporate records, certificates and other documents
as we have considered necessary for the purposes hereof. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all documents submitted to us as copies and the authenticity of the originals
of such latter documents. As to any facts material to our opinion, we have, when
relevant facts were not independently established, relied upon the aforesaid
records, certificates and documents.
Based on the foregoing, we are of the opinion that, upon issuance, delivery
and payment therefor in the manner contemplated by the Plan, the Shares will be
validly issued, fully paid and non-assessable.
Our opinion set forth herein is limited in all cases to matters arising
under the laws of the State of New York and the General Corporation law of the
State of Delaware. We consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Nationwide Financial Services, Inc.:
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Nationwide Financial Services, Inc. of our reports dated January
30, 1998, with respect to the consolidated balance sheets of Nationwide
Financial Services, Inc., and subsidiaries (collectively, the "Company") as of
December 31, 1997 and 1996, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997, which reports appear in the 1997 Annual Report
to Shareholders of Nationwide Financial Services, Inc.
KPMG Peat Marwick LLP
Columbus, Ohio
May 13, 1998
