As filed with the Securities and Exchange Commission on July 6, 1994.
Exhibit Index on Page No. 4 Registration No. 33-_________
______________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________________________
HUMANA INC.
(Exact name of issuer as specified in its charter)
DELAWARE 61-0647538
(State of Incorporation) (I.R.S. Employee Identification No.)
500 WEST MAIN STREET
LOUISVILLE, KENTUCKY 40202
(Address of principal executive offices)
Issuer's telephone number (502) 580-1000
____________________________________________________
1989 STOCK OPTION PLAN FOR EMPLOYEES
1989 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plans)
_______________________________________________________
Walter E. Neely, Esq. Copy to:
Vice President, Associate General Jeffrey Bagner, Esq.
Counsel and Secretary Fried, Frank, Harris, Shriver
Humana Inc. & Jacobson
500 West Main Street One New York Plaza
Louisville, KY 40202 New York, New York 10004
(502) 580-3714
(Name, address and telephone
number of agent for service)
Approximate date of proposed commencement of sales pursuant to the
Plans: As Soon as Practicable After this Registration Statement Becomes
Effective.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Additional Proposed Proposed
Securities Amount maximum maximum Amount of
to be to be offering aggregate registration
registered registered price offering fee (2)
per share price(2)
<C> <C> <C> <C> <C>
Humana Inc. 7,000,000 $16.25 $113,750,000 $39,224.41
Common shares(1)
Stock
Par Value
$.16 2/3
per share
</TABLE>
(1) Plus such additional shares as may become issuable by reason of the
antidilution provisions of the Plans.<PAGE>
(2) Estimated solely for the purpose of determining the registration fee.
Calculated in accordance with Rule 457(c) under the Securities and
Exchange Act of 1933 and based on the average of the highest and lowest
prices of the Common Stock as reported on the New York Stock Exchange
Composite Tape ($16.25 per share) on July 1, 1994.
NOTE:This Registration Statement registers additional shares allocated
for awards under the 1989 Stock Option Plan for Employees and the
1989 Stock Option Plan for Non-Employee Directors (collectively
referred to as the "Plans"). The Form S-8 Registration Statement
(Reg. No. 33-33072) used to register the shares initially allocated
under the Plans (plus additional shares allocated pursuant to the
antidilution provisions of the Plans) is incorporated by reference
herein.
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Form S-8 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Louisville, Commonwealth of Kentucky, on the 6th day of July,
1994.
HUMANA INC.
BY: /s/Walter E. Neely
Walter E. Neely
Vice President, Associate
General Counsel and Secretary
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints Walter E. Neely, James E. Murray
and Martha E. Clark, and each of them, his true and lawful attorneys-in-
fact and agents, with full power of substitution and re-substitution, for
him and in his name, place and stead, in any and all capacities, to sign
any and all Amendments (including Post-Effective Amendments) to this
Registration Statement on Form S-8 (1989 Stock Option Plan for Employees
and 1989 Stock Option Plan for Non-Employee Directors), 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 of them, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated.
BY: /s/David A. Jones
David A. Jones
Chairman of the Board, Chief Executive Officer
(Principal Executive Officer) and Director
DATE: July 6, 1994
BY: /s/Wayne T. Smith
Wayne T. Smith
President, Chief Operating Officer and Director
DATE: July 6, 1994
BY: /s/W. Roger Drury
W. Roger Drury
Chief Financial Officer (Principal Financial
Officer)
DATE: July 6, 1994
-2-
<PAGE>
BY: /s/James E. Murray
James E. Murray
Vice President and Controller (Principal
Accounting Officer)
DATE: July 6, 1994
BY: /s/K. Frank Austen, M.D.
K. Frank Austen, M.D.
Director
DATE: July 6, 1994
BY: /s/Michael E. Gellert
Michael E. Gellert
Director
DATE: July 6, 1994
BY: /s/David A. Jones, Jr.
David A. Jones, Jr.
Director
DATE: July 6, 1994
BY: /s/W. Ann Reynolds, Ph.D.
W. Ann Reynolds, Ph.D.
Director
DATE: July 6, 1994
BY: /s/John R. Hall
John R. Hall
Director
DATE: July 6, 1994
BY: /s/Irwin Lerner
Irwin Lerner
Director
DATE: July 6, 1994
-3-
<PAGE>
Exhibit Index
4(a) Restated Certificate of Incorporation filed with the Secretary
of State of Delaware on November 9, 1989, as restated pursuant
to Item 102(c) of Regulation S-T to incorporate the amendment
of January 9, 1992, and the correction of March 23, 1992.
Exhibit 4.(i) to the Company's Post-Effective Amendment to the
Registration Statement on Form S-8 (Reg. No. 33-49305) filed
February 2, 1994, is incorporated by reference herein.
4(b) By-Laws as amended. Exhibit 3(a) to the Company's Current
Report on Form 8-K (File No. 1-5975) filed March 5, 1993, is
incorporated by reference herein.
4(c) 1989 Stock Option Plan for Employees, as amended. Exhibit A
to the Company's Proxy Statement covering the Annual Meeting
of Stockholders on May 26, 1994 (File No. 1-5975), filed March
29, 1994, is incorporated by reference herein.
4(d) 1989 Stock Option Plan for Non-Employee Directors, as amended.
Exhibit B to the Company's Proxy Statement covering the Annual
Meeting of Stockholders on May 26, 1994 (File No. 1-5975),
filed March 29, 1994, is incorporated by reference herein.
4(e) Form of Rights Agreement, dated March 5, 1987, between Humana
Inc. and Mid-America Bank of Louisville and Trust Company.
Exhibit 1 to the Form SE for the Registration Statement (File
No. 1-5975) on Form 8-A dated March 9, 1987, is incorporated
by reference herein.
4(f) Amendment No. 1, dated December 7, 1992, to the Rights
Agreement. Exhibit 1.1 to the Company's Form 8 (File No. 1-
5975) filed December 16, 1992, is incorporated by reference
herein.
4(g) Amendment No. 2, dated March 2, 1993, to the Rights Agreement.
Exhibit 1.2 to the Company's Form 8 (File No. 1-5975) filed
March 2, 1993, is incorporated by reference herein.
5 Opinion of Walter E. Neely, counsel to the Registrant, as to
the validity of the securities registered herein.
23(a) Consent of Walter E. Neely, counsel to the Registrant,
included in 5 above.
23(b) Consent of Coopers & Lybrand, independent accountant for the
Registrant.
24 Powers of Attorney (included on the signature page of this
Registration Statement on Form S-8).
-4-
<PAGE>
Exhibit 5
July 5, 1994
Humana Inc.
500 West Main Street
Louisville, KY 40202
Ladies and Gentlemen:
I have acted as legal counsel in connection with the preparation of
this Registration Statement on Form S-8 under the Securities Act of 1933,
as amended ("Registration Statement"), covering an aggregate of 7,000,000
additional shares of Common Stock, par value $.16 2/3 per share (the
"Shares"), of Humana Inc., a Delaware corporation (the "Company").
I have examined and am familiar with the Restated Certificate of
Incorporation and By-Laws of the Company and the various corporate records
and proceedings relating to the proposed issuance of the Shares pursuant
to the 1989 Stock Option Plan for Employees as amended and the 1989 Stock
Option Plan for Non-Employee Directors as amended (the "Plans"). I have
also examined such other documents and proceedings as we have considered
necessary for the purpose of this opinion.
Based on the foregoing, it is my opinion that the Shares have been
duly authorized and, when issued in accordance with the terms of the
Plans, will be validly issued, fully paid and nonassessable.
To the extent that laws other than the corporate laws of the State
of Delaware are applicable to any of the transactions, agreements or
instruments referred to herein, I express no opinion on such laws.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Walter E. Neely
Walter E. Neely
Vice President, Associate
General Counsel and
Secretary
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Humana Inc. on Form S-8 of our report, which includes an
explanatory paragraph for the Company's adoption of the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes," effective September 1, 1991, and the provisions of
Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," effective December 31,
1993, dated January 31, 1994, on our audits of the consolidated financial
statements and financial statement schedules of Humana Inc. as of December
31, 1993 and 1992, for the years ended December 31, 1993, December 31,
1992, August 31, 1992, and August 31, 1991, and the four months ended
December 31, 1992, which report is included on page 16 of Humana Inc.'s
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 29, 1994 (File No. 1-5975).
/s/COOPERS & LYBRAND
COOPERS & LYBRAND
Louisville, Kentucky
July 5, 1994
