<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNUM CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 01-0405657
(State of incorporation) (I.R.S. Employer Identification No.)
2211 Congress Street, Portland, Maine 04122
(Address of principal executive offices)
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UNUM CORPORATION
1996 LONG-TERM STOCK INCENTIVE PLAN
(Full title of the plan)
KEVIN J. TIERNEY, Esquire
Secretary
UNUM CORPORATION
2211 Congress Street
Portland, Maine 04122
(Name and address of agent for service)
(207) 770-4363
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Proposed Maximum
TITLE OF SECURITIES Amount to Be Aggregate Offering Amount of
TO BE REGISTERED Registered(1) Price(2) Registration Fee
- -------------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, $.10 7,000,000 $325,690,298.12 $96,078.64
par value
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</TABLE>
(1) Also includes an indeterminable number of shares that may become
issuable pursuant to anti-dilution provisions of the Plan.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, the maximum
aggregate offering price was calculated, for the shares of Common Stock
presently subject to options under the Plan, based upon the exercise
price for such shares (ranging from $35.0938 to $48.625), and for the
remaining shares, based upon the per share market price of $49.375,
representing the average of the high and low sale prices on December 3,
1997 as reported on the New York Stock Exchange.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below are incorporated by
reference in the registration statement. All documents filed by UNUM Corporation
(the "Company" or "registrant") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of the filing of this registration statement and prior to
the filing of a post-effective amendment that indicates that all securities
registered hereunder have been sold, or that de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be a part hereof from the date of the filing of
such documents.
(a) The Annual Report on Form 10-K of the Company for the fiscal year
ended December 31, 1996, filed with the Commission on March 25, 1997;
(b) All other reports filed by the Company, pursuant to Section 13(a)
or 15(d) of the Exchange Act, since the Annual Report on Form 10-K referenced
above; and
(c) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A, including any amendment or report
filed for the purpose of updating such description.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock offered hereby has been
passed upon for the Company by Kevin J. Tierney, General Counsel and Secretary
to the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain circumstances for liabilities incurred in connection
with their activities in such capacities (including reimbursement for expenses
incurred). Article VIII of the Company's Bylaws provides that the Company has
the power to indemnify directors and officers under certain circumstances for
liabilities and expenses incurred by reason of their actions as agents of the
Company. In addition, the Company maintains an insurance policy that indemnifies
directors and officers against certain liabilities.
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ITEM 8. EXHIBITS.
4.1 UNUM Corporation 1996 Long-Term Stock Incentive Plan (1)
5.1 Opinion of Kevin J. Tierney as to the legality of the shares of Common
Stock being registered
15.1 Letter re: unaudited interim financial information
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Kevin J. Tierney (included in Opinion filed as Exhibit 5.1)
24.1 Power of Attorney
- -------------------------
(1) Filed as Exhibit 10.5 to the registrant's Annual Report on Form 10-K
dated March 27, 1996, and incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
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, represent 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 this
registration statement;
Provided, however, that paragraphs (i) and (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 by the registrant, pursuant to
Section 13 or Section 13(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.
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) 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.
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
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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 his counsel the matter had 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 duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Portland, Maine, on December 10, 1997.
UNUM CORPORATION
By: /s/ James F. Orr III
---------------------------------
James F. Orr III, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on December 10, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Robert E. Broatch Senior Vice President and
- -------------------------------- Chief Financial Officer
Robert E. Broatch
/s/ John M. Lang, Jr. Vice President and
- -------------------------------- Corporate Controller
John M. Lang, Jr.
* Director
- --------------------------------
Gale O. Averyt
* Director
- --------------------------------
Robert E. Dillon
* Director
- --------------------------------
Gwain H. Gillespie
Director
- --------------------------------
Ronald E. Goldsberry
* Director
- --------------------------------
Donald W. Harward
* Director
- --------------------------------
George J. Mitchell
* Director
- --------------------------------
Cynthia A. Montgomery
</TABLE>
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<TABLE>
<S> <C>
* Director
- --------------------------------
James L. Moody, Jr.
* Director
- --------------------------------
Lawrence R. Pugh
* Director
- --------------------------------
Lois Dickson Rice
* Director
- --------------------------------
John W. Rowe
/s/ John-Paul DeRosa
- --------------------------------
*John-Paul DeRosa,
as attorney-in-fact
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Kevin J. Tierney as to the legality of the
shares of Common Stock being registered
15.1 Letter re: unaudited interim financial information
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney
<PAGE> 1
Exhibit 5.1
[UNUM LETTERHEAD]
December 10, 1997
UNUM Corporation
2211 Congress Street
Portland, Maine 04122
Gentlemen:
As counsel and Secretary for UNUM Corporation, a Delaware
corporation (the "Company"), I am familiar with the Company's 1996 Long-Term
Stock Incentive Plan (the "Plan") and the registration under the Securities Act
of 1933 on Form S-8 of 7,000,000 shares of Common Stock, $.10 par value per
share, of the Company (the "Shares") reserved for issuance under the Plan.
Based upon my examination of the Plans and such other
documents as I have deemed relevant, I am of the opinion that the Shares, when
issued and paid for pursuant to the Plan, will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit No.
5.1 to the Registration Statement on Form S-8 relating to the Shares and the
Plan.
Very truly yours,
/s/ Kevin J. Tierney
Kevin J. Tierney
General Counsel
<PAGE> 1
Exhibit 15.1
[Coopers & Lybrand L.L.P. Letterhead]
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that our reports dated April 23, 1997, July 23, 1997, and October
22, 1997, on our review of interim financial information of UNUM Corporation and
subsidiaries for the three-month, six-month, and nine-month periods ended March
31, 1997, June 30, 1997, and September 30, 1997, and included in the Company's
quarterly reports on Forms 10-Q for the quarters then ended are incorporated by
reference in Form S-8 pertaining to the UNUM Corporation 1996 Long-Term Stock
Incentive Plan. Pursuant to Rule 436(c) under the Securities Act of 1933, this
report should not be considered a part of the registration statement prepared or
certified by us within the meaning of Section 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
December 10, 1997
<PAGE> 1
Exhibit 23.1
[Coopers & Lybrand L.L.P. Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8 pertaining to the
UNUM Corporation 1996 Long-Term Stock Incentive Plan of our report dated
February 5, 1997, except for Note 5 for which the date is March 1, 1997, and
Note 18 for which the date is March 14, 1997, on our audits of the consolidated
financial statements and the financial statements schedules of UNUM Corporation
and subsidiaries as of December 31, 1996 and 1995, and for the years ended
December 31, 1996, 1995, and 1994, which report is included in the Annual Report
on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Portland, Maine
December 10, 1997
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kevin J. Tierney and John-Paul DeRosa his
or her true and lawful attorneys-in-fact and agents, each acting alone, with
full powers of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign a Registration
Statement on Form S-8 pursuant to the Securities Act of 1933 in order to
register 7,000,000 shares of the Corporation's Common Stock under said Act for
issuance under the Corporation's 1996 Long-Term Stock Incentive Plan and
3,000,000 shares of the Corporation's Common Stock under the 1998 Goals Stock
Option Plan, and any or all amendments to such Registration Statement, including
post-effective amendments, 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 full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifies and confirms all his or
her said attorneys-in-fact and agents, each acting alone, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
<TABLE>
<CAPTION>
Witness our signatures set forth below:
Title Date
----- ----
<S> <C> <C>
/s/ Gayle O. Averyt Director October 10, 1997
- ----------------------------------------------
Gayle O. Averyt
/s/ Robert E. Dillon, Jr. Director October 10, 1997
- ---------------------------------------------
Robert E. Dillon
/s/ Gwain H. Gillespie Director October 10, 1997
- ----------------------------------------------
Gwain H. Gillespie
Director October 10, 1997
- ----------------------------------------------
Ronald E. Goldsberry
/s/Donald W. Harward Director October 10, 1997
- ----------------------------------------------
Donald W. Harward
/s/ George J. Mitchell Director October 10, 1997
- ---------------------------------------------
George J. Mitchell
/s/ Cynthia A. Montgomery Director October 10, 1997
- ---------------------------------------------
Cynthia A. Montgomery
/s/ James L. Moody, Jr. Director October 10, 1997
- ---------------------------------------------
James L. Moody, Jr.
</TABLE>
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<TABLE>
<CAPTION>
Title Date
----- ----
<S> <C> <C>
/s/ Lawrence R. Pugh Director October 10, 1997
- ----------------------------------------------
Lawrence R. Pugh
/s/ Lois Dickson Rice Director October 10, 1997
- ----------------------------------------------
Lois Dickson Rice
/s/ John W. Rowe Director October 10, 1997
- ---------------------------------------------
John W. Rowe
</TABLE>
