<PAGE>
As filed with the Securities and Exchange Commission on November 2, 2000
Registration No. 33-80665
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 2
FORM S-8 POS
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(formerly known as ITT Hartford Group, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 13-3317783
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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
The Hartford Financial Services Group, Inc. 2000 Incentive Stock 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 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/(1)/ offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, par value 8,600,000(3) $48.875 $420,325,000 $144,939.40
$.01 per share
Series A Participating
Cumulative Preferred 8,600,000(2) /(2)/ /(2)/ /(2)/
Stock Purchase Rights
====================================================================================================
</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) of the Securities Act of
1933, 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,
other shares granted under The Hartford 1995 Incentive Stock Plan now
administered under The Hartford 2000 Incentive Stock Plan, and options
granted under the 1997 Hartford Life, Inc. Incentive Stock Plan which were
converted into options to acquire common stock of the registrant. 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 Second Post-Effective Amendment amends the cover sheet as originally filed
and as amended by Amendment No. 1, solely to add The Hartford Financial Services
Group, Inc. 2000 Incentive Stock Plan as the successor plan to The Hartford 1995
Incentive Stock Plan.
2
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, as amended, and the attached 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 Second 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 31st day of October, 2000.
THE HARTFORD FINANCIAL SERVICES
GROUP, INC.
/s/ John N. Giamalis
--------------------
By: John N. Giamalis
Title: Senior Vice President and Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, the Second
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 October 31, 2000
--------------------------
Ramani Ayer Executive Officer and Director
(Principal Executive Officer)
* Vice Chairman and Director October 31, 2000
--------------------------
Lowndes A. Smith
* Executive Vice President and October 31, 2000
--------------------------
David K. Zwiener Chief Financial Officer and Director
(Principal Financial Officer)
/s/ John N. Giamalis Senior Vice President and October 31, 2000
--------------------------
John N. Giamalis Controller
(Principal Accounting Officer)
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
*
--------------------------
Bette B. Anderson Director October 31, 2000
--------------------------
Rand V. Araskog Director October __, 2000
--------------------------
Dina Dublon Director October __, 2000
*
--------------------------
Donald R. Frahm Director October 31, 2000
*
--------------------------
Paul G. Kirk, Jr. Director October 31, 2000
--------------------------
Robert W. Selander Director October __, 2000
--------------------------
H. Patrick Swygert Director October __, 2000
*
--------------------------
Gordon I. Ulmer Director October 31, 2000
</TABLE>
*Signed By /s/ Michael O'Halloran
----------------------
Michael O'Halloran as Attorney in Fact
4
