<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Hartford Life, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-1470915
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
200 Hopmeadow Street
Simsbury, CT 06089
(Address of Principal Executive Offices)
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1997 Hartford Life, Inc. Incentive Stock Plan
1997 Hartford Life, Inc. Employee Stock Purchase Plan
1997 Hartford Life, Inc. Restricted Stock Plan For Non-Employee Directors
(Full title of the plans)
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LYNDA GODKIN, ESQUIRE,
Vice President and General Counsel
HARTFORD LIFE, INC.
200 Hopmeadow Street
Simsbury, CT 06089
(name and address of agent for service)
Telephone number, including area code, of agent for service: (860) 843-8981
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered + per share* offering price* fee
---------------- ------------ ---------- --------------- ---
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01
per share................... 5,800,000 shares $ 33.43 $193,894,000 $58,755.70
</TABLE>
* Estimated solely for the purpose of determining the registration fee
and, in accordance with Rule 457(h), based upon the average of the high and low
prices of the Class A Common Stock as quoted on the New York Stock Exchange on
of June 4, 1997.
+ Includes shares of Class A Common Stock underlying stock options that
may be granted by Hartford Life, Inc. in substitution for stock options granted
by The Hartford Financial Services Group, Inc. which may be surrendered by
participants in The Hartford 1995 Incentive Stock Plan. Pursuant to Rule 416(a)
under the Securities Act of 1933, this registration statement also covers such
additional shares as may be issued as a result of the split of, or stock
dividend on, securities registered hereunder.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Hartford Life, Inc. ("Hartford Life")
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference in this registration statement: (a) Hartford Life's
Registration Statement on Form 10/A, Amendment No. 1, dated May 16, 1997, filed
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); (b) all other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registration Statement referred to in (a); and (c) the description of Hartford
Life's Class A Common Stock, par value $.01 per share, contained in the
Registration Statement referred to in (a) under the caption "Description of
Capital Stock" and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by Hartford Life with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing with the Commission of a post-effective amendment which indicates that
all securities offered 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. Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained in this registration statement or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference 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.
The audited consolidated financial statements and financial statement
schedules of Hartford Life and its subsidiaries as of December 31, 1996 and
1995, and for each of the years in the three-year period ended December 31,
1996, incorporated herein by reference from Amendment No. 1 to Form 10/A of
Hartford Life, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, which are
incorporated herein by reference from Amendment No. 1 to Form 10/A of Hartford
Life, and have been so incorporated in reliance upon the authority of said firm
as experts in giving said reports. Reference is made to said reports which
include an explanatory paragraph with respect to the change in the method of
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accounting for debt and equity securities as of January 1, 1994, as discussed in
Note 2 of notes to consolidated financial statements.
Lynda Godkin, Esquire, whose legal opinion with respect to the
securities registered hereunder is filed as Exhibit 5 hereto, is an employee of
Hartford Life, and may participate in its stock benefit plans.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware 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, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that any such person is or was a director, officer, employee
or agent of such 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. The indemnity may include
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, provided that such officer or director acted in
good faith and in a manner such person 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 or her
conduct was unlawful. A Delaware corporation may indemnify officers and
directors against expenses (including attorneys' fees) in connection with the
defense or settlement of an action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him or her against the expenses (including attorneys' fees) which such
officer or director actually and reasonably incurred. The foregoing description
is qualified in its entirety by reference to the more detailed provisions of
Section 145 of the DGCL.
Article 4 of Hartford Life's Restated By-laws provides in terms similar
to those of Section 145 of the DGCL that Hartford Life shall have the power and
shall be required to indemnify its officers and directors in accordance with
such law.
As permitted by Section 102(b)(7) of the DGCL, Article Eleventh of
Hartford Life's Restated Certificate of Incorporation states that:
To the fullest extent permitted by applicable law as then in effect, no
director shall be personally liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (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 General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived
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an improper personal benefit. Any repeal or modification of this ARTICLE
ELEVENTH by the stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification with respect to acts or omissions occurring prior to
such repeal or modification.
Hartford Life has directors and officers liability insurance policies
that provide indemnification in certain instances of civil liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index elsewhere herein.
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; 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) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 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
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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 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 a 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 of 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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SIGNATURES
The Registrant. 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 Hartford, Connecticut on this 9th day of June, 1997.
HARTFORD LIFE, INC.
By: /s/ Lowndes A. Smith
---------------------------------------------
Lowndes A. Smith
Chief Executive Officer and President
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Chief Executive Officer, President June 9, 1997
- ----------------------- and Director
Lowndes A. Smith (Principal Executive Officer)
* Senior Vice President, Chief June 9, 1997
- ----------------------- Financial Officer and Treasurer
Gregory A. Boyko (Principal Financial and
Accounting Officer)
* June 9, 1997
- ----------------------- Director
Ramani Ayer
* June 9, 1997
- ----------------------- Director
Donald R. Frahm
* June 9, 1997
- ----------------------- Director
Paul G. Kirk, Jr.
* June 9, 1997
- ----------------------- Director
H. Patrick Swygert
* June 9, 1997
- ----------------------- Director
DeRoy C. Thomas
* June 9, 1997
- ----------------------- Director
Gordon I. Ulmer
* June 9, 1997
- ----------------------- Director
David K. Zwiener
* By /s/ Lynda Godkin June 9, 1997
-------------------
Lynda Godkin
as Attorney-In-Fact
</TABLE>
<PAGE>
EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit
No. Title Location
--- ----- --------
<S> <C> <C>
4. Instruments defining the rights of
security holders, including
indentures:
(a) Restated Certificate of Incorporation Incorporated by reference to Exhibit 3.1 to
of Hartford Life, Inc. Hartford Life, Inc.'s Registration Statement on
Form S-1 (Amendment No. 2) dated April 24,
1997, Registration No. 333-21459.
(b) By-laws of Hartford Life, Inc. Incorporated by reference to Exhibit 3.2 to
Hartford Life, Inc.'s Registration Statement on
Form S-1 (Amendment No. 2) dated April 24,
1997, Registration No. 333-21459.
5. Opinion re legality Filed herewith.
15. Letter re unaudited interim Not applicable.
Financial information
23. Consents of experts and counsel The consent of Arthur Andersen LLP,
independent public accountants, is filed
herewith. The consent of counsel is incorporated
by reference to Exhibit 5 filed herewith.
24. Powers of attorney Filed herewith
99. Additional exhibits None.
</TABLE>
<PAGE>
EXHIBIT 5
June 9, 1997
Hartford Life, Inc.
200 Hopmeadow Street
Simsbury, CT 06089
Ladies and Gentlemen:
I am familiar with the 1997 Hartford Life, Inc. Incentive Stock Plan, the 1997
Hartford Life, Inc. Employee Stock Purchase Plan, and the 1997 Hartford Life,
Inc. Restricted Stock Plan for Non- Employee Directors (collectively "the
Plans") of Hartford Life, Inc., a Delaware corporation ("Hartford Life"),
pursuant to which shares of Hartford Life's Class A Common Stock, par value $.01
per share (the "Shares"), have been authorized for issuance. Shares issued
pursuant to the Plans may be purchased on the open market, may be issued by
Hartford Life from its authorized and unissued shares or treasury shares, or may
be a combination thereof. I have acted as counsel to Hartford Life in connection
with the preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), of a Registration
Statement on Form S-8 (the "Registration Statement") with respect to the
registration under the Act of 5,800,000 Shares that may be issued pursuant to
the Plans. In this connection, I have examined such records, documents and other
instruments as I have deemed relevant and necessary as a basis for the opinion
expressed herein.
Based upon the foregoing, I am of the opinion that the Shares have been duly
authorized for issuance under the Plans by all proper corporate action. With
respect to Shares issued directly by Hartford Life from its authorized and
unissued Shares, when such Shares have been issued pursuant to the provisions of
the Plans and Hartford Life's policies relating thereto, and any conditions or
restrictions relating thereto shall have been satisfied, such Shares will be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving such consent, I do not thereby admit that I am within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Lynda Godkin
Lynda Godkin
Vice President and
General Counsel
Hartford Life, Inc.
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports, dated
February 10, 1997, included in Hartford Life, Inc.'s Amendment No. 1 to Form
10/A for the year ended December 31, 1996 and to all references to our firm
included in or made a part of this Registration Statement on Form S-8 of
Hartford Life, Inc.
Hartford, Connecticut ARTHUR ANDERSEN LLP
June 9, 1997 /s/ ARTHUR ANDERSEN LLP
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael S. Wilder, Michael O'Halloran and
Lynda Godkin, and each or any of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to execute this registration statement and any and all amendments to
this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each or any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the filing of this
registration statement and any amendment hereto, as fully as he or she might or
could do in person. This authorization shall remain in full effect until such
time that the undersigned give notice otherwise to the attorney-in-fact named
above.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Lowndes A. Smith Chief Executive Officer, President and May 28, 1997
- ------------------------- Director
Lowndes A. Smith (Principal Executive Officer)
/s/ Gregory A. Boyko Senior Vice President, Chief Financial May 28, 1997
- ------------------------- Officer and Treasurer (Principal
Gregory A. Boyko Financial and Accounting Officer)
/s/ Ramani Ayer Director May 28, 1997
- -------------------------
Ramani Ayer
/s/ Donald R. Frahm Director May 28, 1997
- -------------------------
Donald R. Frahm
/s/ Paul G. Kirk, Jr. Director May 28, 1997
- -------------------------
Paul G. Kirk, Jr.
/s/ H. Patrick Swygert Director May 28, 1997
- -------------------------
H. Patrick Swygert
/s/ DeRoy C. Thomas Director May 28, 1997
- -------------------------
DeRoy C. Thomas
/s/ Gordon I. Ulmer Director May 28, 1997
- -------------------------
Gordon I. Ulmer
/s/ David K. Zwiener Director May 28, 1997
- -------------------------
David K. Zwiener
</TABLE>
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