<PAGE>
As filed with the Securities and Exchange Commission on July 26, 2000
Registration No. 33-80665
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8 POS
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(formerly known as ITT Hartford Group)
(Exact name of registrant as specified in its charter)
Delaware 13-3317783
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Hartford Plaza
Hartford, CT 06115-1900
(Address of Principal Executive Offices)
The Hartford 1995 Incentive Stock Plan
The Hartford 1996 Restricted Stock Plan for Non-Employee Directors
1997 Hartford Life, Inc. Incentive Stock Plan
(Full title of the Plan)
Michael S. Wilder, Esq.
Senior Vice President and General Counsel
The Hartford Financial Services Group, Inc.
Hartford Plaza
Hartford, CT 06115-1900
(860) 547-5000
(Name, address and telephone number of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE FOR ORIGINAL FILING
<TABLE>
<CAPTION>
Proposed
maximum Proposed
Title of offering maximum
securities to Amount to be price per aggregate Amount of
be registered registered unit* offering price(/1/) registration fee
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share 8,600,000/2/ $48.875 $420,325,000/3/ $144,939.40
Series A Participating
Cumulative Preferred Stock
Purchase Rights 8,600,000/(3)/ /1/ /1/ /1/
======================================================================================================
</TABLE>
_______________________
(1) Estimated solely for the purpose of determining the registration fee
previously paid in connection with the initial filing of this
registration statement and, in accordance with Rule 457(h), based upon
the market value of the Common Stock as quoted on the New York Stock
Exchange as of December 18, 1995.
(2) The Series A Participating Cumulative Preferred Stock Purchase Rights
(the "Rights") are appurtenant to and trade with the Common Stock. The
value attributable to the Rights, if any, is reflected in the market
value of the Common Stock and the registration fee for the Rights is
included in the fee for the Common Stock.
(3) Includes shares of Common Stock subject to stock options to be granted in
substitution for stock options granted by ITT Corporation which may be
surrendered by participants in the 1995 ITT Hartford Incentive Stock
Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers such additional shares as may be
issued as a result of the split of, or stock dividend on, securities
registered hereunder. The number illustrated above is the number of
shares registered in connection with the original filing of this
registration statement and does not reflect a stock split that occurred
after such filing, the shares related to which are part of this
registration statement pursuant to Rule 416(a).
This Post-Effective Amendment amends the cover sheet as originally filed
solely to add the 1997 Hartford Life, Inc. Incentive Stock Plan as one of
the plans under which the shares of stock and appurtenant rights
registered hereby may be issued. By reason of an Agreement and Plan of
Merger, options granted under such Plan have been converted into options
to acquire common stock of the registrant.
______________________
2
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, as amended, and the Powers of Attorney filed as an Exhibit to the
Registration Statement, 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 First Post-Effective Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Hartford, State of Connecticut on the 20th day of July, 2000.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By: /s/ John N. Giamalis
--------------------
Name: John N. Giamalis
Title: Sr. Vice President and Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, the First Post-
Effective Amendment to this registration statement has been signed on behalf of
the following persons indicated below, in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman, President and Chief July 20, 2000
--------------------------------
Ramani Ayer Executive Officer and Director
(Principal Executive Officer)
* Vice Chairman and Director July 20, 2000
--------------------------------
Lowndes A. Smith
* Executive Vice President and July 20, 2000
--------------------------------
David K. Zwiener Chief Financial Officer and Director
(Principal Financial Officer)
/s/ John N. Giamalis Senior Vice President and July 20, 2000
--------------------------------
John N. Giamalis Controller
(Principal Accounting Officer)
* Director July 20, 2000
--------------------------------
Bette B. Anderson
________________________________ Director July __, 2000
Rand V. Araskog
________________________________ Director July __, 2000
Dina Dublon
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
* Director July 20, 2000
--------------------------------
Donald R. Frahm
* Director July 20, 2000
--------------------------------
Paul G. Kirk, Jr.
________________________________ Director July __, 2000
Robert W. Selander
________________________________ Director July __, 2000
H. Patrick Swygert
* Director July 20, 2000
--------------------------------
Gordon Ulmer
</TABLE>
* Signed By /s/ Michael O'Halloran
----------------------
Michael O'Halloran as Attorney in Fact
4
