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As filed with the Securities and Exchange Commission on May 28, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AFLAC INCORPORATED
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(Exact Name of Registrant as Specified in Its Charter)
GEORGIA
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(State or Other Jurisdiction of Incorporation or Organization)
58-1167100
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(I.R.S. Employer Identification No.)
WORLDWIDE HEADQUARTERS, 1932 WYNNTON ROAD, COLUMBUS, GEORGIA 31999
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(Address of Principal Executive Offices) (Zip Code)
AFLAC INCORPORATED 1997 STOCK OPTION PLAN
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(Full Title of the Plan)
MARTIN A. DURANT, III
SENIOR VICE PRESIDENT, CORPORATE SERVICES
AFLAC INCORPORATED
WORLDWIDE HEADQUARTERS
1932 WYNNTON ROAD, COLUMBUS, GEORGIA 31999
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(Name and Address of Agent For Service)
(706) 323-3431
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(Telephone Number, Including Area Code, of Agent For Service)
The Securities and Exchange Commission is requested to send copies of all
communication and notice to:
MICHAEL P. ROGAN, ESQ.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registra-
Registered Registered (1) Per Share (2) Price tion Fee
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Common Stock, 7,000,000 $49.75 $348,250,000 $105,530.30
$.10 par value shares
("Common Stock")
(1) There is also being registered hereunder such additional number
of shares of Common Stock as may be issued pursuant to the
anti-dilution provisions of the Stock Option Plan.
(2) Estimated solely for the purposes of calculating the
registration fee pursuant to Rule 457(h)(1) and based on the
average of the high and low prices for the Common Stock as
reported in the consolidated reporting system as of May 23,
1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
AFLAC Incorporated ("AFLAC") hereby incorporates the following
documents into this Registration Statement by reference:
a. AFLAC's Annual Report on Form 10-K for the year ended December
31, 1996, filed electronically with the Securities and Exchange Commission
(the "SEC") on March 26, 1997;
b. AFLAC's Quarterly Report on Form 10-Q for the period ended March
31, 1997, filed electronically with the SEC on May 12, 1997;
c. all other reports filed by AFLAC pursuant to Sections 13(a) or
15(d) of the Securities Act of 1934 (the "Exchange Act") since December 31,
1996;
d. the description of the Common Stock contained in a registration
statement filed under the Exchange Act, and any amendments or reports filed
with the SEC for the purpose of updating such description.
In addition, all documents subsequently filed by AFLAC Incorporated
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all securities
offered under the Stock Option Plan have been sold or which deregisters all
such securities remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part thereof from the
date of filing of such documents.
Item 6. Indemnification of Directors and Officers
The Georgia Business Corporation Code provides that, under certain
circumstances, directors, officers, employees and agents of a Georgia
corporation may be indemnified against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by them in
connection with settling, or otherwise disposing of, suits or threatened
suits to which they are a party or threatened to be named a party by reason
of acting in any of such capacities if such person acted in a manner such
person believed in good faith to be in, or not opposed to, the best
interests of the corporation. The By-Laws of the Company provide for
indemnification of officers and directors to the fullest extent permitted by
such Georgia law. The Company's Articles of Incorporation also limit the
potential personal monetary liability of the members of the Company's Board
of Directors to the Company or its shareholders for certain breaches of
their duty of care or other duties as a director.
The Company maintains (i) director and officer liability insurance that
provides for indemnification of the directors and officers of the Company
and of its majority-owned subsidiaries, and (ii) company reimbursement
insurance that provides for indemnification of the Company and its majority-
owned subsidiaries in those instances where the Company and/or its majority-
owned subsidiaries indemnified its directors and officers.
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Item 8. Exhibits
Number Description
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5.1 Opinion of Joey M. Loudermilk, General
Counsel, AFLAC Incorporated
15 Letter of KPMG Peat Marwick LLP,
Re: Unaudited Interim Financial Statements
23.1 Consent of KPMG Peat Marwick LLP
Item 9. Undertakings
a. Rule 415 Offering. 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,
represents a fundamental change in the information set
forth in the 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 (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and 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 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. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. 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 Section 15(d)
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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. REQUEST FOR ACCELERATION OF THE EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8. 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 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
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 caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbus, State of Georgia, on
May 28, 1997.
AFLAC INCORPORATED
Dated May 28, 1997 By: /s/ Daniel P. Amos
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Daniel P. Amos
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Daniel P. Amos Chief Executive May 28, 1997
- ------------------------- Officer and Vice -----------------
Daniel P. Amos Chairman of the
Board
/s/ Kriss Cloninger, III Executive Vice May 28, 1997
- ------------------------- President, -----------------
Kriss Cloninger, III Treasurer and
Chief Financial
Officer
/s/ Norman P. Foster Executive Vice May 28, 1997
- ------------------------- President, -----------------
Norman P. Foster Corporate Finance
/s/ Martin A. Durant, III Senior Vice May 28, 1997
- ------------------------- President, -----------------
Martin A. Durant, III Corporate Services
/s/ Paul S. Amos Chairman of May 28, 1997
- ------------------------- the Board -----------------
Paul S. Amos
/s/ J. Shelby Amos, II Director May 28, 1997
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J. Shelby Amos, II
Director May 28, 1997
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Michael H. Armacost
Director May 28, 1997
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M. Delmar Edwards, M.D.
/s/ George W. Ford, Jr. Director May 28, 1997
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George W. Ford, Jr.
/s/ Joe Frank Harris Director May 28, 1997
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Joe Frank Harris
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/s/ Elizabeth J. Hudson Director May 28, 1997
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Elizabeth J. Hudson
/s/ Kenneth S. Janke, Sr. Director May 28, 1997
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Kenneth S. Janke, Sr.
Director May 28, 1997
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Charles B. Knapp
Director May 28, 1997
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Hisao Kobayashi
Director May 28, 1997
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Yoshiki Otake
/s/ E. Stephen Purdom Director May 28, 1997
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E. Stephen Purdom
/s/ Barbara K. Rimer Director May 28, 1997
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Barbara K. Rimer
/s/ Henry C. Schwob Director May 28, 1997
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Henry C. Schwob
Director May 28, 1997
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J. Kyle Spencer
/s/ Glenn Vaughn, Jr. Director May 28, 1997
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Glenn Vaughn, Jr.
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EXHIBIT INDEX
NUMBER DESCRIPTION
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5.1 Opinion of Joey M. Loudermilk, General Counsel,
AFLAC Incorporated
15 Letter of KPMG Peat Marwick LLP
Re: Unaudited Interim Financial Statements
23.1 Consent of KPMG Peat Marwick LLP
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EXHIBIT 5.1
May 28, 1997
AFLAC Incorporated
Worldwide Headquarters
1932 Wynnton Road
Columbus, Georgia 31999-0001
Ladies and Gentlemen:
I am General Counsel of AFLAC INCORPORATED, a Georgia corporation (the
"Company"). This opinion is being furnished to you in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") of the Registration Statement on Form S-8 (the "Registration
Statement") relating to 7,000,000 shares (the "Shares") of the Company's
common stock, par value $.10 per share (the "Common Stock") issuable
pursuant to the Company's 1997 Stock Option Plan (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
I have examined and am familiar with originals or copies, certified or
otherwise identified to my satisfaction of (i) the form of the Registration
Statement to be filed with the Commission on the date hereof; (ii) the Plan;
(iii) the Certificate of Incorporation of the Company, as currently in
effect; (iv) the Bylaws of the Company, as currently in effect; (v) the
resolutions of the Board of Directors of the Company relating to, among
other things, the Plan; (vi) the resolutions of the shareholders relating to
the Plan; (vii) the forms of a specimen certificate representing the Shares;
and (viii) such other documents as I have deemed necessary or appropriate as
a basis for the opinions set forth below. In my examination, I have assumed
the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to me as certified
or photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to the opinions expressed herein which
were not independently established or verified, I have relied upon
statements and representations of officers or other representatives of the
Company and others.
I am admitted to the Bar of the State of Georgia, and I express no
opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, when (i) the Registration
Statement becomes effective, (ii) the Shares are issued pursuant to the
terms of the Plan and (iii) certificates representing the Shares are duly
executed, countersigned, registered and delivered, I am of the opinion that
the Shares will be duly authorized by requisite corporate action on the part
of the Company and, when and to the extent issued and paid for in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Joey M. Loudermilk
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Joey M. Loudermilk
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EXHIBIT 15
KPMG PEAT MARWICK LLP
Certified Public Accountants
303 Peachtree Street, N.E.
Suite 2000 Telephone: 404-222-3000
Atlanta, Georgia 30308 Telefax: 404-222-3050
The Board of Directors
AFLAC Incorporated
Columbus, Georgia
Re: Registration Statement Form S-8
Ladies and Gentlemen:
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our report dated April 22, 1997, related to
our review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report
is not considered a part of a registration statement prepared or certified
by an accountant or a report prepared or certified by an accountant within
the meaning of sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
Atlanta, Georgia
May 28, 1997
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EXHIBIT 23.1
The Board of Directors
AFLAC Incorporated
We consent to incorporation by reference in the registration statement on
Form S-8 of AFLAC Incorporated of our report dated January 29, 1997,
relating to the consolidated balance sheets of AFLAC Incorporated and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of earnings, shareholders' equity, and cash flows and related
schedules for each of the years in the three-year period ended December 31,
1996, which report appears in the December 31, 1996, annual report on Form
10-K of AFLAC Incorporated, incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
Atlanta, Georgia
May 28, 1997
