<PAGE>
Registration No. 333-27137
Post Effective Amendment No. 2
To
FORM S-8
Registration Statement Under the Securities Act of 1933
Torchmark Corporation
(Exact name of registrant as specified in its charter)
Delaware 63-0780404
(State of other jurisdiction (I.R.S. Employer
or incorporation or Identification No.)
organization)
2001 Third Avenue South, Birmingham, Alabama 35233
(Address of Principal Executive Offices) (Zip Code)
Torchmark Corporation 1996 Non-Employee Director
Stock Option Plan
(Full title of the plan)
Carol A. McCoy
Associate Counsel & Secretary
Torchmark Corporation
2001 Third Avenue South
Birmingham, Alabama 35233
(Name and address of agent for service)
(205) 325-4243
(Telephone number, including area code, of agent for service)
<PAGE>
PART II
Information Required in the Registration Statement
Item 8. Exhibits
- ------- --------
(4)(a) Torchmark Corporation 1996 Non-Employee Director Stock Option Plan.*
(5) Opinion regarding legality of securities registered.*
(23)(a) Consent of KPMG LLP to incorporation by reference of their audit
report of January 29, 1999, except for Note 17, which is as of
February 10, 1999, into the Form S-8 and accompanying Form S-3
Prospectus of the Torchmark Corporation 1996 Non-Employee Director
Stock Option Plan (Registration No. 333-27137) (incorporated by
reference from Exhibit 23 (b) to Torchmark Corporation's Form 10-K
for the fiscal year ended December 31, 1998).
(23)(b) Consent of KPMG LLP to be named as an expert in Resale Prospectus.
(23)(c) Consent to use of opinion regarding legality of securities registered
(contained in Exhibit 5).*
(24) Powers of Attorney.*
(99) Form S-3 Resale Prospectus.
- -----------------
* Previously filed.
<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 Birmingham, State of Alabama, on December 30, 1999.
TORCHMARK CORPORATION
By: *
-------------------------------------
C.B. Hudson
Chairman, President, Chief
Executive Officer & Director
(Principal Financial Officer)
By: *
-------------------------------------
Gary L. Coleman
Vice President & Chief Accounting
Officer
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.
- ------------------------------------ -----------------------------------------
David L. Boren, Director Mark S. McAndrew, Director
*
- ------------------------------------ -----------------------------------------
Joseph M. Farley, Director Harold T. McCormick, Director
* *
- ------------------------------------ -----------------------------------------
Louis T. Hagopian, Director George J. Records, Director
* *
- ------------------------------------ -----------------------------------------
Joseph L. Lanier, Jr., Director R.K. Richey, Director
By: /s/ Carol A. McCoy Date: December 30, 1999
--------------------------------
Carol A. McCoy
Attorney-in-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
Compensation Committee, as Administrator has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on December 30, 1999.
TORCHMARK CORPORATION
1996 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
By: COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS OF TORCHMARK CORPORATION,
as Administrator
By: *
-------------------------------------
Louis T. Hagopian, Chairman
*
-------------------------------------
Joseph L. Lanier, Jr.
*
-------------------------------------
Joseph M. Farley
By: /s/ Carol A. McCoy
--------------------------------
Carol A. McCoy
Attorney-in-Fact
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Torchmark Corporation:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Torchmark Corporation of our report dated January 29, 1999, except
as to note 17 which is as of February 10, 1999, and to the reference to our firm
under the heading "Experts" in the Resale Prospectus.
KPMG LLP
Birmingham, Alabama
December 29, 1999
<PAGE>
EXHIBIT 99
RESALE PROSPECTUS
Torchmark Corporation
167,608 Shares of Common Stock
Acquired Under
Torchmark Corporation 1996 Non-Employee Director Stock Option Plan
Torchmark Corporation These shares will be acquired by our
2001 Third Avenue South non-employee directors on the
Birmingham, Alabama 35233 exercise of stock options they
acquired under the Company's 1996
Non-Employee Director Stock Option
Plan. The shares are being
We are an insurance holding company, registered for our non-employee
whose common stock trades on the New directors so they may resell or
York Stock Exchange under the symbol dispose of them in transactions which
"TMK". may or may not involve brokers,
dealers or cash transactions. They
may choose to sell their shares in
We will pay the cost of preparing, the public market or in privately
producing and distributing this negotiated transactions at prices
prospectus, any registration fees, that cannot presently be determined.
accountants' fees and expenses, all As of December 29, 1999, the closing
expected to be minimal. The selling price of Torchmark Corporation common
shareholders will pay any other stock on the New York Stock Exchange
expenses. was $28.8125 per share.
------------
This Prospectus also relates to any additional shares the non-employee directors
acquire because of future stock dividends, splits or distributions or similar
capital readjustments.
------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------
December 30, 1999
<PAGE>
TABLE OF CONTENTS
-----------------
Background Information 3
Selling Shareholders 4
Plan of Distribution 4
Indemnification 4
Legal Opinion 5
Experts 5
Where to Obtain Additional Information 5
2
<PAGE>
BACKGROUND INFORMATION
----------------------
Torchmark is an insurance holding company. We have our principal executive
offices at 2001 Third Avenue South, Birmingham, Alabama 35233. Our telephone
number is 205-325-4200.
Under the terms of the Torchmark Corporation 1996 Non-Employee Director
Stock Option Plan, our non-employee directors annually may elect to defer all or
a designated portion (in 10% increments, but not less than 50%) of their
subsequent year's director compensation into interest-bearing accounts in the
Plan. A director who chooses to make a deferral to an interest account then has
a one time opportunity during the year for which the election was made to
convert that year's deferred compensation into Torchmark stock options. He may
elect to be granted options with a market value exercise price or with an
exercise price at a designated discount (not to exceed 25%) fixed by the
Compensation Committee of Torchmark's Board of Directors or a combination of
both types of option exercise prices.
In December 1996, contingent upon shareholder approval of the Plan, five of
the seven eligible non-option directors chose to defer 100% of their 1997
compensation into interest-bearing accounts in the Plan. These interest-bearing
account balances were converted to fair market value non-qualified stock options
as follows:
DATE NUMBER OF OPTIONS EXERCISE PRICE
- --------------------------------------------------------------------------------
1-2-97 18,168 $21.52056
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1-31-97 18,082 $22.16195
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1-31-97 18,274 $22.16198
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1-31-97 18,274 $22.16198
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1-31-97 7,342 $22.15004
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Torchmark shareholders approved the Plan and the contingently granted stock
options listed above at their April 24, 1997 Annual Meeting.
In December 1997, four of the six eligible non-employee directors chose to
defer 100% of their 1998 director compensation into interest-bearing accounts in
the Plan. Each of these directors elected to convert his account balance to
fair market value non-qualified Torchmark stock options as follows:
DATE NUMBER OF OPTIONS EXERCISE PRICE
- --------------------------------------------------------------------------------
1-9-98 12,984 $33.54382
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2-4-98 11,412 $36.43278
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2-10-98 11,357 $36.37928
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2-16-98 12,056 $35.63037
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On December 30, 1998, one non-employee director, who first became eligible
to participate in the Plan during 1998, elected to convert his interest-bearing
account to fair market value non-qualified stock options on 39,659 shares at
$34.75 per share.
Up to 800,000 Torchmark shares are reserved for issuance under the Plan.
As of the date of this Prospectus, options had been granted on 167,608 shares
under the Plan.
3
<PAGE>
SELLING SHAREHOLDERS
--------------------
All of the stock offered under this Prospectus is offered for the account
of the selling shareholders listed below. Torchmark will not receive any of the
proceeds from this offering. Also shown below are the selling shareholders'
positions or offices with Torchmark in the past three years, the number of
common shares they owned, directly or indirectly, on December 1, 1999 and the
number of shares offered for sale:
<TABLE>
<CAPTION>
Position or
Relationship Common Stock Number of Shares
Name With Torchmark Owned as of 12-1-99 Offered
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Louis T. Hagopian Director since 1988 51,893 30,138
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Joseph L. Lanier, Jr. Director since 1980 72,781 29,580
- -------------------------------------------------------------------------------------------------
Harold T. McCormick Director since 1992 9,238 31,258
- -------------------------------------------------------------------------------------------------
George J. Records, Sr. Director since 1993 13,158 29,631
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R.K. Richey Director since 1980 1,875,558 39,659
- -------------------------------------------------------------------------------------------------
Yetta G. Samford, Jr. Director from 1980
until 4-24-97 retirement 256,939 7,342
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</TABLE>
PLAN OF DISTRIBUTION
--------------------
Your shares registered under this Prospectus may be offered for resale upon
the exercise of stock options through brokers in the over-the-counter market, on
the New York or London Stock Exchanges or any other stock exchange where
Torchmark's common stock is listed or traded at the time of the sale, or in
independent negotiated transactions. You may sell these shares at the market
price prevailing at the time of sale or at a negotiated price. You may also
sell some or all of your shares from time to time under applicable SEC rules
such as Rule 144.
INDEMNIFICATION
---------------
Our Restated Certificate of Incorporation provides that our directors will
not be personally liable to Torchmark or its stockholders for money damages for
a breach of their fiduciary duty as a director except for:
. a breach of the duty of loyalty to Torchmark or its stockholders;
. any acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
. paying a dividend or approving a stock repurchase in violation of
Delaware corporate law; or
. any transaction where the director received an improper personal
benefit.
It also provides that each person who is made a party to, is threatened to
be made a party to or is involved in a specific suit or proceeding because he is
or was a director or officer of
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<PAGE>
Torchmark (or serves as a director, officer, employee or agent of another entity
at Torchmark's request) while serving in that capacity will be indemnified and
held harmless by Torchmark. This indemnification is to the full extent provided
by current Delaware law or if Delaware indemnification law is broadened, as it
may be amended. Such persons will be reimbursed for all expense, liability or
losses they reasonably incur in connection with defense or settlement of an
action. They may also be advanced the expenses they incur in defending
proceedings before their final disposition if they agree to repay these advances
if it is ultimately determined they are not entitled to indemnification. The
Board of Directors may extend comparable indemnification to Company agents and
employees.
This indemnification and advance payment of defense expenses are contract
rights. They are not exclusive of any other rights such persons may have or
acquire from any other source. We may purchase insurance at our expense to
protect the Company and our directors, officers, employees or agents.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers of persons controlling Torchmark
pursuant to the foregoing provisions, Torchmark has been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
LEGAL OPINION
-------------
The validity of the shares of Torchmark common stock offered under this
prospectus has been passed upon for Torchmark by Carol A. McCoy, Associate
Counsel and Secretary of Torchmark.
EXPERTS
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The consolidated financial statements incorporated in this prospectus by
reference from Torchmark's Annual Report on Form 10-K for the year ended
December 31, 1998, have been audited by KPMG LLP, independent auditors, as
stated in their report incorporated in this prospectus by reference, and have
been so incorporated in reliance per the report of such firm given upon their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
-----------------------------------
We file reports, proxy statements and other information with the SEC. You
can read and copy these materials about Torchmark at the SEC's Public Reference
Room at 450 Fifth Street Northwest, Washington, D.C. 20549. You may call the
SEC at 1-800-SEC-0330 for more information on the Public Reference Room. The
SEC maintains an internet site at http://www.sec.gov that contains reports,
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proxy and information statements and other information regarding issuers that
file electronically with the SEC, including Torchmark. Our common stock is
listed on the New York Stock Exchange and the International Stock Exchange in
London, England.
This Prospectus is part of a registration statement that we have filed on
behalf of the Plan. You can obtain the full registration statement from the SEC
as indicated above or from us.
5
<PAGE>
We are incorporating by reference into this Prospectus the following
documents filed with the SEC:
. our Annual Report on Form 10-K filed pursuant to the Securities Exchange
Act of 1934 which contains certified financial statements for our most
recent fiscal year for which a Form 10-K was required to be filed.
. all other reports we have filed with the SEC pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by
the most recent Form 10-K.
. our definitive proxy statement filed with the SEC under Section 14 of
the Exchange Act for our most recent Annual Meeting of Shareholders; and
. the description of our common stock contained in a registration
statement filed under Section 12 of the Exchange Act and any amendments
or reports which update that description.
We are also incorporating by reference any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until we file a post
effective amendment that indicates that the offering made under this Prospectus
is terminated.
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