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As filed with the Securities and Exchange Commission on August 9, 2000
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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ReliaStar Financial Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware 41-1620373
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(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
20 Washington Avenue South
Minneapolis, Minnesota 55401
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(Address of Principal Executive Offices) (Zip Code)
Lexington Global Asset Managers, Inc.
1995 Long Term Incentive Plan
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(Full Title of the Plan)
Richard R. Crowl Copy to:
Senior Vice President, General Counsel, Michael A. Stanchfield
and Secretary Faegre & Benson LLP
ReliaStar Financial Corp. 2200 Wells Fargo Center
20 Washington Avenue South Minneapolis, Minnesota 55402
Minneapolis, Minnesota 55401 (612) 336-3000
(Name and Address of Agent for Service)
(612) 372-5432
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 46,355 Shares (1) $28.59 (2) $1,325,290 (3) $350
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(1) Maximum number of shares available upon exercise of options issued under
the Lexington Global Asset Managers, Inc. 1995 Long Term Incentive Plan. No
further options will be issued under that plan.
(2) Prices range from $17.45 to $40.18 per share, with a weighted average of
$28.62 per share.
(3) Calculated under Rule 457(h)(1).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 are, as of their respective
dates, incorporated by reference in this Registration Statement:
(a) the Annual Report on Form 10-K of ReliaStar Financial Corp. for the
fiscal year ended December 31, 1999 (which incorporates by reference certain
portions of ReliaStar's 1999 Annual Report to Shareholders, including financial
statements and accompanying information, and certain portions of ReliaStar's
definitive proxy statement for its 2000 Annual Meeting of Shareholders);
(b) the Quarterly Report on Form 10-Q of ReliaStar Financial Corp. for
the quarter ended March 31, 2000;
(c) ReliaStar's Current Reports on Form 8-K filed on February 2,
February 8, April 28, May 2, August 1, and August 2, 2000;
(d) all other reports filed by ReliaStar pursuant to Section 13(a) or
15(d) of the Securities Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in (a) above; and
(e) the description of ReliaStar's common stock and related rights to
purchase preferred stock contained its Amendment on Form 8-K/A dated May 20,
1993 to its Current Report on Form 8-K dated January 17, 1989 (File No. 1-10640)
and its Registration Statement on Form 8-A/A dated February 26, 1999, as amended
on Form 8-A/A on May 3, 2000.
In addition, all documents filed by ReliaStar pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act after the date of this
Registration Statement and before the filing of a post-effective amendment that
indicates that all shares of common stock offered have been sold or that
deregisters all shares of Common Stock then remaining unsold, shall be deemed to
be incorporated by reference in, and to be a part of, this Registration
Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that is or is deemed to be incorporated by reference
herein modifies or supersedes that statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware, which provides for indemnification of directors and officers
in certain circumstances.
In addition, Section 7 of Article Sixth of ReliaStar's Certificate of
Incorporation contains broad provisions limiting the liability of directors for
monetary damages for breach of fiduciary duty as a director. Article VIII of
ReliaStar's Bylaws also provides for broad indemnification of directors and
officers of ReliaStar. Finally, ReliaStar maintains director and officer
liability insurance policies.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Exhibit
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2 Composite Agreement and Plan of Merger among ING Groep N.V.,
ING America Insurance Holdings, Inc., SHP Acquisition Corp.,
and ReliaStar Financial Corp., dated as of April 30, 2000,
as amended July 27, 2000 (incorporated by reference to
Appendix A in ING Groep's Registration Statement on Form F-4
dated June 27, 2000, Reg. No. 333-40232).
4(a) Amended and Restated Rights Agreement dated as of February
11, 1999 between ReliaStar and Norwest Bank Minnesota,
National Association, as Rights Agent (incorporated by
reference to Exhibit 1 to Amendment to Registration
Statement on Form 8-A/A dated February 26, 1999).
4(b) Fourth Amendment to Rights Agreement dated as of April 30,
2000 between ReliaStar and Norwest Bank Minnesota, National
Association, as Rights Agent (incorporated by reference to
Exhibit 1 to Amendment to Registration Statement on Form 8-
A/A dated May 3, 2000).
5 Opinion of Faegre & Benson LLP.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Faegre & Benson LLP (included in Exhibit 5).
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Exhibit
Number Exhibit
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24 Powers of Attorney of directors and officers of ReliaStar.
Item 9. Undertakings.
A. ReliaStar hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(c) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (A)(1)(a) and (A)(1)(b) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by ReliaStar pursuant to
Sections 13 or 15(d) of the Securities Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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. ReliaStar hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of ReliaStar's annual report
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of ReliaStar pursuant to the foregoing
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provisions, or otherwise, ReliaStar has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by ReliaStar of
expenses incurred or paid by a director, officer or controlling person of
ReliaStar 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, ReliaStar 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 of whether such indemnification by it
is against public policy as expressed in the Securities 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 undersigned
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 Minneapolis, State of Minnesota, on July 31, 2000.
RELIASTAR FINANCIAL CORP.
By /s/ John G. Turner*
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John G. Turner, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 31st day of July, 2000, by the
following persons in the capacities indicated:
/s/ John G. Turner* Chairman and Chief Executive Officer
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John G. Turner (Principal Executive Officer)
/s/ James R. Miller* Senior Vice President, Chief Financial
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James R. Miller Officer and Treasurer
(Principal Financial Officer)
/s/ Chris D. Schreier* Vice President and Controller
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Chris D. Schreier (Principal Accounting Officer)
Carolyn H. Baldwin )
David C. Cox )
Richard U. De Schutter )
Luella G. Goldberg )
William A. Hodder ) A majority of the board of directors*
Randy C. James )
Richard L. Knowlton )
David A. Koch )
Robert C. Salipante )
John G. Turner )
*Richard R. Crowl, by signing his name hereto, hereby signs this
document on behalf of each of the other above-named officers or directors of
the registrant pursuant to powers of attorney duly executed by such persons.
By /s/ Richard R. Crowl
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Richard R. Crowl
Attorney-in-fact
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit Manner of Filing
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2 Composite Agreement and Plan of Merger among ING Groep
N.V., ING America Insurance Holdings, Inc., SHP
Acquisition Corp., and ReliaStar Financial Corp., dated
as of April 30, 2000, as amended July 27, 2000
(incorporated by reference to Appendix A in ING Groep's
Registration Statement on Form F-4 dated June 27, 2000,
Reg. No. 333-40232). Incorporated by Reference
4(a) Amended and Restated Rights Agreement dated as of
February 11, 1999 between ReliaStar and Norwest Bank
Minnesota, National Association, as Rights Agent
(incorporated by reference to Exhibit 1 to Amendment to
Registration Statement on Form 8-A/A dated February 26,
1999). Incorporated by Reference
4(b) Fourth Amendment to Rights Agreement dated as of April
30, 2000 between ReliaStar and Norwest Bank Minnesota,
National Association, as Rights Agent (incorporated by
reference to Exhibit 1 to Amendment to Registration
Statement on Form 8-A/A dated May 3, 2000). Incorporated by Reference
5 Opinion of Faegre & Benson LLP. Filed Electronically
23(a) Consent of Deloitte & Touche LLP. Filed Electronically
23(b) Consent of Faegre & Benson LLP (included in Exhibit 5). Filed Electronically
24 Powers of Attorney of directors and officers of ReliaStar. Filed Electronically
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