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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 of (I.R.S. Employer Identification No.)
incorporation or organization)
06-1470915
200 Hopmeadow Street
Simsbury, CT 06089
(Address of Principal Executive Offices)
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The Hartford Investment and Savings Plan
(Full title of the plan)
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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
maximum Proposed Amount of
Title of securities Amount to be offering price maximum 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...................... 2,500,000 shares $33.43 $83,575,000 $25,325.73
</TABLE>
+ In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.
* 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
June 4, 1997.
** 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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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 or The Hartford
Investment and Savings Plan (the "Plan") 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
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Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived 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;
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(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 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 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)
* Director June 9, 1997
- -----------------------------
Ramani Ayer
* Director June 9, 1997
- -----------------------------
Donald R. Frahm
* Director June 9, 1997
- -----------------------------
Paul G. Kirk, Jr.
* Director June 9, 1997
- -----------------------------
H. Patrick Swygert
* Director June 9, 1997
- -----------------------------
Deroy C. Thomas
* Director June 9, 1997
- -----------------------------
Gordon I. Ulmer
* Director June 9, 1997
- -----------------------------
David K. Zwiener
* By /s/ Lynda Godkin June 9, 1997
-------------------------
Lynda Godkin
as Attorney-In-Fact
</TABLE>
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the plan has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Hartford and State
of Connecticut on this 9th day of June, 1997.
THE HARTFORD INVESTMENT AND SAVINGS
PLAN
By: /s/ Francis A. Dorion
---------------------------------------------
Francis A. Dorion
Investment and Savings Plan Administrator
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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 Incorporated by reference to Exhibit 3.1 to
Incorporation 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.(a) Opinion re legality Filed herewith.
5.(b) Internal Revenue Service The Registrant will submit the Plan and
Determination Letter amendments to the Plan to the Internal Revenue
Service (the "IRS") in a timely manner and will
make all changes required by the IRS to maintain the
qualifications of the Plan.
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>
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EXHIBIT 5
June 9, 1997
Hartford Life, Inc.
200 Hopmeadow Street
Simsbury, CT 06089
Ladies and Gentlemen:
I am familiar with The Hartford Investment Savings Plan (the "Investment and
Savings Plan") of The Hartford Financial Services Group, Inc., a Delaware
corporation ("The Hartford"), pursuant which shares of Class A Common Stock, par
value $.01 per share (the "Shares") of Hartford Life, Inc., a Delaware
corporation and an indirect majority-owned subsidiary of The Hartford ("Hartford
Life"), have been authorized for issuance. Shares issued pursuant to the
Investment and Savings Plan may be purchased on the open market, may be isued by
Hartford Life form 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 2,5000,000 Shares that may be issued pursuant to
the Investment and Savings Plan. 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 Investment and Savings Plan 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 Investment and Savings Plan and the Hartford'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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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
EXHIBIT 23
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>
