STANCORP FINANCIAL GROUP INC, S-8, 1999-05-13

STANCORP FINANCIAL GROUP INC
S-8, 1999-05-13
HOSPITALS

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As filed with the Securities and Exchange Commission on May 13, 1999
Registration No. ________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________________

STANCORP FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)

_________________

OREGON 93-1253576
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)

1100 SW SIXTH AVENUE
PORTLAND, OREGON 97204
(Address, including zip code,
of Principal Executive Offices)

__________________

STANCORP FINANCIAL GROUP, INC. 1999 EMPLOYEE SHARE PURCHASE PLAN
(Full title of plan)
___________________

J. GREGORY NESS
VICE PRESIDENT AND SECRETARY
STANCORP FINANCIAL GROUP, INC.
1100 SW SIXTH AVENUE
PORTLAND, OR 97204
(503) 321-7000
(Name, address, and telephone number of agent for service)

Copy to:

Ruth A. Beyer
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Title of Maximum Aggregate
Securities to Be Amount to be Offering Price Offering Price Amount of
Registered Registered Per Share (1) (1) Registration Fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 Shares $20.134375 $20,134,375 $5,598
no par value
- ------------------------------------------------------------------------------------------
</TABLE>

(1) The proposed maximum offering price per share and proposed maximum
aggregate offering price were estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) under the
Securities Act of 1933. The calculation of the registration fee is based
on the average of the high and low prices of the Common Stock on May 6,
1999 as reported in The Wall Street Journal for New York Stock Exchange
issues. The 1999 Employee Share Purchase Plan establishes a purchase price
based on 85 percent of the fair market value of a share of StanCorp
Financial Group, Inc. Common Stock. Therefore, calculation of the
registration fee for the shares is based on 85 percent of $23.6875, which
was the average of the high and low prices of the Common Stock on May 6,
1999 as reported in The Wall Street Journal on the New York Stock Exchange.
<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.
---------------------------------------

The following documents filed by StanCorp Financial Group, Inc.
(the "Registrant") with the Securities and Exchange Commission are incorporated
herein by reference:

(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933
that contains audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or prospectus referred to in (a) above.

(c) The description of the authorized capital stock of the
Registrant contained in the Registrant's registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any amendment
or report filed for the purpose of updating the description.

All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities 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 reports and
documents.

Item 4. Description of Securities.
-------------------------

Not Applicable.

Item 5. Interests of Named Experts and Counsel.
--------------------------------------

Not Applicable.

Item 6. Indemnification of Directors and Officers.
-----------------------------------------

Article 6 of the Registrant's Articles of Incorporation (the
"Articles"), authorizes indemnification of current or former directors or
officers of the Registrant to the fullest extent

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<PAGE>

permitted by law. The Bylaws of the Registrant require indemnification of
officers and directors to the fullest extent permitted by the Oregon Business
Corporation Act (the "Act"). The effects of the Articles, the Bylaws and the Act
(the "Indemnification Provisions") are summarized as follows:

(a) The Indemnification Provisions grant a right of
indemnification in respect of any action, suit or proceeding (other than an
action by or in the right of the Registrant) against expenses (including
attorney fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred, if the person concerned acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the Registrant, was not adjudged liable on the basis of
receipt of an improper personal benefit and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the conduct was
unlawful. The termination of an action, suit or proceeding by judgment,
order, settlement, conviction or plea of nolo contendere does not, of
itself, create a presumption that the person did not meet the required
standards of conduct.

(b) The Indemnification Provisions grant a right of
indemnification in respect of any action or suit by or in the right of the
Registrant against the expenses (including attorney fees) actually and
reasonably incurred if the person concerned acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the Registrant, except that no right of indemnification will
be granted if the person is adjudged to be liable to the Registrant.

(c) Every person who has been wholly successful on the merits of
a controversy described in (a) or (b) above is entitled to indemnification
as a matter of right.

(d) Because the limits of permissible indemnification under
Oregon law are not clearly defined, the Indemnification Provisions may
provide indemnification broader than that described in (a) and (b).

(e) The Registrant may advance to a director or officer the
expenses incurred in defending any action, suit or proceeding in advance of
its final disposition if the director or officer affirms in good faith that
he or she has met the standard of conduct to be entitled to indemnification
as described in (a) or (b) above and undertakes to repay any amount
advanced if it is determined that the person did not meet the required
standard of conduct.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission (the
"Commission") such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.

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<PAGE>

The Registrant maintains insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise.

Item 7. Exemption From Registration Claimed.
-----------------------------------

Not Applicable.

Item 8. Exhibits.
--------

4.1 Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Current Report
on Form 8-K, dated April 21, 1999).

4.2 Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, File No. 333-72521).

5.1 Opinion of Stoel Rives LLP.

23.1 Consent of Deloitte & Touche LLP.

23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1 Powers of Attorney.

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 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 the
securities

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<PAGE>

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%
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 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 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.

(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 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 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

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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, 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 Portland, State of Oregon on May 5, 1999.

STANCORP FINANCIAL GROUP, INC.

By: /s/ Ronald E. Timpe
-----------------------------------------
Name: Ronald E. Timpe
Title: Chairman of the Board, President,
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on May 5, 1999.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Ronald E. Timpe
___________________________ Chairman of the Board, President, Chief Executive Officer
Ronald E. Timpe and Director
(Principal Executive Officer)
*
___________________________ Senior Vice President, Chief Financial Officer
Eric E. Parsons (Principal Financial Officer)

*
___________________________ Vice President, Corporate Secretary
J. Gregory Ness

*
___________________________ Assistant Vice President, Controller
Patricia J. Brown (Principal Accounting Officer)

*
___________________________ Director
Virginia L. Anderson

*
___________________________ Director
Frederick W. Buckman

*
___________________________ Director
John E. Chapoton
</TABLE>

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<PAGE>

*
___________________________ Director
Barry J. Galt

*
___________________________ Director
Richard Geary

*
___________________________ Director
Peter T. Johnson

*
___________________________ Director
Peter O. Kohler

*
___________________________ Director
Jerome J. Meyer

*
___________________________ Director
Ralph R. Peterson

*
___________________________ Director
E. Kay Stepp

*
___________________________ Director
William Swindells

*
___________________________ Director
Michael G. Thorne

*
___________________________ Director
Franklin E. Ulf

*
___________________________ Director
Benjamin R. Whiteley

*By: /s/ Ronald E. Timpe
_______________________
Ronald E. Timpe
Attorney-in-Fact

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EXHIBIT INDEX

Exhibit
Number Document Description
- ------ --------------------

4.1 Articles of Incorporation of the Registrant (incorporated by reference
to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, dated
April 21, 1999).

4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1, File No. 333-
72521).

5.1 Opinion of Stoel Rives LLP.

23.1 Consent of Deloitte & Touche LLP.

23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1 Powers of Attorney

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<PAGE>

EXHIBIT 5.1

May 13, 1999

Board of Directors
StanCorp Financial Group, Inc.
1100 SW Sixth Avenue
Portland, Oregon 97204

We have acted as counsel for StanCorp Financial Group, Inc. (the
"Registrant") in connection with the filing of a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended,
covering Common Stock (the "Shares") of the Registrant, including 1,000,000
Shares reserved for issuance under the 1999 Employee Share Purchase Plan of the
Registrant (the "Plan"). We have reviewed the corporate actions of the
Registrant in connection with this matter and have examined those documents,
corporate records, and other instruments we deemed necessary for the purposes of
this opinion.

Based on the foregoing, it is our opinion that:

1. The Registrant is a corporation duly organized and validly existing under
the laws of the state of Oregon; and

2. The Shares have been duly authorized and, when issued pursuant to the
Plan and in accordance with the resolutions adopted by the Board of Directors of
the Registrant, will be legally issued, fully paid, and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

STOEL RIVES LLP

<PAGE>

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
StanCorp Financial Group, Inc. on Form S-8 of our reports related to StanCorp
Financial Group, Inc. and Standard Insurance Company, dated January 21, 1999 and
February 12, 1999 (March 19, 1999 with respect to Note 1), respectively,
appearing in Registration Statement No. 333-72521 of StanCorp Financial Group,
Inc. on Form S-1 under the Securities Act of 1933.

DELOITTE & TOUCHE LLP
May 11, 1999

<PAGE>

EXHIBIT 24.1

POWER OF ATTORNEY
-----------------