<TABLE>
<CAPTION>
<S> <C>
Registration No. 333-______________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
JOHN HANCOCK FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3483032
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
JOHN HANCOCK PLACE
BOSTON, MASSACHUSETTS 02117
(Address of Principal Executive Offices
including Zip Code)
THE INVESTMENT INCENTIVE PLAN FOR
THE EMPLOYEES OF THE JOHN HANCOCK FUNDS COMPANIES
(Full title of the Plan)
THOMAS E. MOLONEY
CHIEF FINANCIAL OFFICER
JOHN HANCOCK FINANCIAL SERVICES, INC.
JOHN HANCOCK PLACE
BOSTON, MASSACHUSETTS 02117
(617) 572-6000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
------------------------------- ------------------------ ------------------ ------------------------ -------------------
Title of Proposed maximum Proposed
------------------------------- ------------------------ ------------------ ------------------------ -------------------
securities to be amount to be offering price Maximum aggregate Amount of
------------------------------- ------------------------ ------------------ ------------------------ -------------------
registered registered per unit offering price registration fee
---------- ---------- -------- -------------- ----------------
------------------------------- ------------------------ ------------------ ------------------------ -------------------
------------------------------- ------------------------ ------------------ ------------------------ -------------------
Common Stock,
par value $.01 per share 800,000 (1) $34.97 (2) $27,976,000 (2) $7,386
------------------------------- ------------------------ ------------------ ------------------------ -------------------
(1) Constitutes the number of shares of Company Common Stock to be offered
pursuant to The Investment Incentive Plan for the Employees of the John Hancock
Funds Companies (the "Plan"). Each share of Common Stock includes a Series A
Junior Participating Preferred Stock purchase Right issued pursuant to our
Rights Agreement. 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 Plan.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, and based on the average of the high and low prices per share
of the Common Stock as reported on the New York Stock Exchange for
December 13, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference into this Registration Statement are the
following documents heretofore filed by John Hancock Financial Services, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended (the "Exchange Act"):
(a) The Company's Annual Report on Form 10-K filed on March 24, 2000;
(b) The Company's Quarterly Reports on Form 10-Q filed on May 15, 2000,
August 11, 2000 and November 13, 2000; and
(c) The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), incorporated by reference into the Company's
Registration Statement on Form 8-A filed with the Commission on January 7, 2000
from the Company's Registration Statement on Form S-1, as amended (No.
333-87271), and any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the initial filing of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered hereby have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the dates of filing of such 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
The Delaware General Corporation Law (the "Delaware Law") permits a
Delaware corporation to include a provision in its Certificate of Incorporation,
and the Company's Restated Certificate of Incorporation so provides, eliminating
or limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision may not eliminate or limit the liability of a
director (i) for any such 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 Delaware Law which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions. Under Delaware
Law, directors and officers may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
2
<PAGE>
with 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 the corporation (a "derivative action")) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interest of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. In
derivative actions, indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and, in the event such person shall have been adjudged to be liable to
the corporation, only to the extent that a proper court shall have determined
that such person is fairly and reasonably entitled to indemnity for such
expenses.
The Company provides that directors and officers shall be, and at the
discretion of the Board of Directors, nonofficer employees may be, indemnified
by the Company to the fullest extent authorized by Delaware Law, as it now
exists or may in the future be amended, against all expenses and liabilities
reasonably incurred in connection with service for or on behalf of the Company
and further permits the advancing of expenses incurred in defending claims. The
By-Laws also provide that the right of directors and officers to indemnification
shall be a contract right and shall not be exclusive of any other right now
possessed or hereafter acquired under any by-law, agreement, vote of
stockholders or otherwise. The Company's Certificate of Incorporation contains a
provision permitted by Delaware Law that generally eliminates the personal
liability of directors for monetary damages for breaches of their fiduciary
duty, including breaches involving negligence or gross negligence in business
combinations, unless the director has breached his duty of loyalty, failed to
act in good faith, engaged in intentional misconduct or a knowing violation of
law, paid a dividend or approved a stock repurchase in violation of the Delaware
General Corporation Law or obtained an improper personal benefit. This provision
does not alter a director's liability under the Federal securities laws. In
addition, this provision does not affect the availability of equitable remedies,
such as an injunction or rescission, for breach of fiduciary duty.
The Company maintains directors' and officers' reimbursement and
liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated by
reference. Additionally, the Company hereby undertakes to (i) submit The
Investment Incentive Plan for the Employees of the John Hancock Funds Companies
(the "Plan") and any amendment thereto to the Internal Revenue Service (the
"IRS") in a timely manner and (ii) make all changes required by the IRS in order
to qualify the Plan under Section 401(a) of the Internal Revenue Code of 1986,
as amended.
Item 9. Undertakings
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:
(i) include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement;
(ii) 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,
unless the information is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
3
<PAGE>
(iii) 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.
(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 file a post-effective amendment to remove from registration any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Boston, Commonwealth of Massachusetts, on the 11th
day of December, 2000.
JOHN HANCOCK FINANCIAL SERVICES, INC.
By: /s/ David F. D'Alessandro
--------------------------------
David F. D'Alessandro
President and Chief Executive Officer
Each person whose signature appears below does hereby make, constitute
and appoint Thomas E. Moloney and Wayne A. Budd and each of them with full power
without the other to act as his or her true and lawful attorney-in-fact and
agent, in his or her name, place and stead to execute on his or her behalf, as
an officer and/or director of John Hancock Financial Services, Inc. (the
"Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of 800,000 shares of the
Company's Common Stock, par value $0.01 ("Common Stock"), in connection with The
Investment Incentive Plan for the Employees of John Hancock Funds Companies and
any and all amendments (including post-effective amendments) to the Registration
Statement, and file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 (the "Act"), and any and all other
instruments which either of said attorneys-in-fact and agents deems necessary or
advisable to enable the Company to comply with the Act, the rules, regulations
and requirements of the SEC in respect thereof, and the securities or Blue Sky
laws of any state or other governmental subdivision, giving and granting to each
of said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing whatsoever necessary or appropriate to be done in
and about the premises as fully to all intents as he or she might or could do if
personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his or her said
attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to
be done by virtue hereof.
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 dates indicated.
Signatures Title Date
/s/ Stephen L. Brown Chairman of the Board of Directors December 11, 2000
-----------------------------------
Stephen L. Brown
/s/ David F. D'Alessandro President, Chief Executive Officer December 11, 2000
--------------------------- and Director
David F. D'Alessandro
/s/ Wayne A. Budd Executive Vice President, December 11, 2000
--------------------------- General Counsel and Director
Wayne A. Budd
5
<PAGE>
/s/ Samuel W. Bodman Director December 11, 2000
-----------------------------------
Samuel W. Bodman
/s/ I. MacAllister Booth Director December 11, 2000
-----------------------------------
I. MacAllister Booth
/s/ John M. Connors, Jr. Director December 11, 2000
-----------------------------------
John M. Connors, Jr.
/s/ Robert E. Fast Director December 11, 2000
-----------------------------------
Robert E. Fast
/s/ Kathleen Foley Feldstein Director December 11, 2000
-----------------------------------
Kathleen Foley Feldstein
/s/ Nelson F. Gifford Director December 11, 2000
-----------------------------------
Nelson F. Gifford
/s/ Michael C. Hawley Director December 11, 2000
-----------------------------------
Michael C. Hawley
/s/ Edward H. Linde Director December 11, 2000
-----------------------------------
Edward H. Linde
/s/ Judith A. McHale Director December 11, 2000
-----------------------------------
Judith A. McHale
/s/ R. Robert Popeo Director December 11, 2000
-----------------------------------
R. Robert Popeo
/s/ Richard F. Syron Director December 11, 2000
-----------------------------------
Richard F. Syron
/s/ Robert J. Tarr, Jr. Director December 11, 2000
-----------------------------------
Robert J. Tarr, Jr.
6
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Named Fiduciaries of The Investment Incentive Plan for the Employees of the
John Hancock Funds Companies have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Boston, Commonwealth of Massachusetts, on the 11th day of December, 2000.
The Investment Incentive Plan for
the Employees of the John Hancock Funds Companies
By: /s/ Jeffrey H. Long
-----------------------
Name: Jeffrey H. Long
Title: Authorized Plan Representative
(the Named Fiduciary)
By: /s/ Genevieve Pluhowski
---------------------------
Name: Genevieve Pluhowski
Title: Authorized Plan Representative
(the Named Fiduciary)
7
<PAGE>
EXHIBITS INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
23 Consent of Ernst & Young LLP (filed herewith)
24 Power of Attorney (filed herewith - see pages 5-6 of the Registration Statement)
99 The Investment Incentive Plan for the Employees of the John Hancock Funds Companies
(as effective January 1, 2001) (filed herewith)
8
<PAGE>
Exhibit 23
----------
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Investment Incentive Plan for the
Employees of the John Hancock Funds Companies of our report dated February 3,
2000, with respect to the consolidated financial statements and schedules of
John Hancock Financial Services, Inc. included in its Annual Report (Form 10-K
No. 1-15607) for the year ended December 31, 1999 filed with the Securities and
Exchange Commission.
/s/ERNST & YOUNG LLP
--------------------
ERNST & YOUNG LLP
Boston, Massachusetts
December 15, 2000
9
<PAGE>
Exhibit 99
----------
The Investment Incentive Plan For
The Employees of The John Hancock Funds Companies
10
</TABLE>
