<PAGE>
As filed with the Securities and Exchange Commission on November 2, 2000
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
The Hartford Financial Services Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3317783
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Hartford Plaza
Hartford, CT 06115-1900
(Address of Principal Executive Offices
including Zip Code)
The Hartford 1995 Incentive Stock Plan
The Hartford Financial Services Group, Inc.
2000 Incentive Stock Plan
The Hartford Financial Services Group, Inc.
2000 Planco Non-Employee Option Plan
(Full title of the Plans)
Michael S. Wilder, Esq.
Group 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
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum Amount of
Title of securities to Amount to be offering price aggregate registration
be registered registered per unit/(3)/ offering price fee
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 27,521,794/(1)/ $73.50 $2,022,851,859 $534,033
Series A Participating
Cumulative Preferred
Stock Purchase Rights 27,521,794/(2)/ /(2)/ /(2)/ /(2)/
----------------------------------------------------------------------------------------------------
</TABLE>
(1) The number of shares of The Hartford Financial Services Group, Inc. (the
"Company") common stock (the "Common Stock") to be offered pursuant to The
Hartford Financial Services Group, Inc. 2000 Incentive Stock Plan (the
"2000 Plan") (17,211,837 shares) and The Hartford Financial Services Group,
Inc. 2000 Planco Non-Employee Option Plan (65,241 shares), plus the
registration of 10,244,716 additional shares for awards granted under The
Hartford 1995 Incentive Stock Plan (the "1995 Plan") that is now succeeded
by the 2000 Plan (collectively, the "Plans") (collectively, 27,521,794
shares).
(2) 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 Plans. This Registration Statement also
covers 27,521,794 Rights to purchase Series A Participating Cumulative
Preferred Stock (the "Rights") which are appurtenant to and trade with the
Company Common Stock. The value attributable to the Rights, if any, is
reflected in the market value of the Company's Common Stock and the
registration fee for the Rights is included in the fee for the Common
Stock.
(3) Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended
(the "Securities Act"), 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
October 27, 2000.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are the following
documents heretofore filed by The Hartford Financial Services Group, Inc.
(the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"):
(a) The Company's latest annual report filed pursuant to Sections 13(a) or
15(d) of the Exchange Act;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above;
(c) The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in a registration statement
filed under the Exchange Act, and any amendment or report filed for
the purpose of updating such description;
(d) The Company's Amended Registration Statement on Form S-8 (File No. 33-
80665) of The Hartford 1995 Incentive Stock Plan (the "1995 Stock
Plan"); and
(e) The description of the Rights which is contained in a Form 8-A report
filed under the Exchange Act, including any amendment or report filed
for purposes of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, 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.
3
<PAGE>
Item 5. Interests of Named Experts and Counsel
None.
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 Amended and Restated Certificate of
Incorporation so provides, eliminating or limiting the personal liability
of a director or officer to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director or officer,
provided that such provision may not eliminate or limit the liability of a
director (i) for any breach 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 and (iv) any transaction from which a director derives an
improper personal benefit. Under Delaware law, directors and officers may
be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection 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) actually and reasonably 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's Bylaws provide 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 Bylaws 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 Bylaw, 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
4
<PAGE>
damages for breaches of their fiduciary duty, including breaches involving
negligence or gross negligence in business combinations, unless the
director has breached his or her 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
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
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included with this filing.
Item 9. Undertakings
(a) Rule 415 Offering. 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, 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;
5
<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, 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) Subsequent Exchange Act Documents. The undersigned Company hereby
---------------------------------
undertakes that, for purposes of determining any liability under the
Securities Act, 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) Indemnification. Insofar as indemnification for liabilities arising
---------------
under the Securities Act 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 Securities 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 Securities Act and
will be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
----------
The Company. Pursuant to the requirements of the Securities Act and the
-----------
attached Powers of Attorney filed herewith, 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 Hartford,
State of Connecticut on the 1st day of November, 2000.
THE HARTFORD FINANCIAL SERVICES
GROUP, INC.
By: /s/ Michael S. Wilder
---------------------
Michael S. Wilder
Group Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, 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 November 1, 2000
--------------------- Chief Executive Officer
Ramani Ayer and Director
(Principal Executive Officer)
* Vice Chairman and Director November 1, 2000
---------------------
Lowndes A. Smith
* Executive Vice President and November 1, 2000
--------------------- Chief Financial Officer and Director
David K. Zwiener (Principal Financial Officer)
* Senior Vice President and November 1, 2000
--------------------- Controller
John N. Giamalis (Principal Accounting Officer)
</TABLE>
7
<PAGE>
*
----------------------
Bette B. Anderson Director November 1, 2000
*
----------------------
Rand V. Araskog Director November 1, 2000
*
----------------------
Dina Dublon Director November 1, 2000
*
----------------------
Donald R. Frahm Director November 1, 2000
*
----------------------
Paul G. Kirk, Jr. Director November 1, 2000
*
----------------------
Robert W. Selander Director November 1, 2000
*
----------------------
H. Patrick Swygert Director November 1, 2000
*
----------------------
Gordon I. Ulmer Director November 1, 2000
*Signed By /s/ C. M. O'Halloran
---------------------
C. M. O'Halloran as Attorney in Fact
8
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
----------- ----------------------
5 Opinion of Debevoise & Plimpton (filed herewith)
23.1 Consent of Arthur Andersen LLP (filed herewith)
23.2 Consent of Debevoise & Plimpton (included in Exhibit 5)
24 Power of Attorney (filed herewith)
99(i) The Hartford Financial Services Group, Inc. 2000 Incentive
Stock Plan was filed as Exhibit 10.1 to The Hartford's Form
10-Q for the Quarterly Period ended June 30, 2000 and is
incorporated herein by reference.
99(ii) The Hartford Financial Services Group, Inc. 2000 Planco Non-
Employee Option Plan
9
