AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 2003
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 INVESTMENT AND SAVINGS PLAN
(Full title of the Plan)
NEAL S. WOLIN, ESQ.
EXECUTIVE 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)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities to amount to be offering price aggregate
be registered registered per unit offering price Registration fee
----------------------------------------------------------------------------------------------------------
Common Stock, par value 10,000,000
$0.01 per share shares (1) $ 43.89 (2) $ 438,900,000 (2) $ 35,507.01
Series A Participating 10,000,000 (1) (2) (2) (3)
Cumulative Preferred
Stock Purchase Rights
---------------------------------------------------------------------------------------------------------
Total $ 35,507.01 (3)
---------------------------------------------------------------------------------------------------------
(1) In addition to the number of shares of Company Common Stock to be
offered pursuant to The Hartford Investment and Savings Plan (the "Plan")
(10,000,000 shares), pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan. This Registration Statement also covers
10,000,000 Rights to purchase Series A Participating Cumulative Preferred Stock
(the "Rights") which 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 Company's Common Stock and the registration fee for the Rights is included
in the fee for the Common Stock.
(2) Computed pursuant to Rule 457(h) 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 on May 23,
2003.
(3) Pursuant to General Instruction E to Form S-8 and Rule 457(p) under the
Securities Act, the Company is carrying forward and applying to this
Registration Statement the total remaining filing fee of $14,280.85 attributable
to filing fees previously paid in connection with $1,286,562,704 of unsold
securities registered by The Hartford Financial Services Group, Inc., Hartford
Capital IV, Hartford Capital V and Hartford Capital VI (collectively, "the
Registrants") on Form S-3 on May 21, 2002. Accordingly, the fee paid herewith is
$21,226.16, reflecting a registration fee of $35,507.01 for the securities
covered by this Form S-8, less the balance of the filing fee paid in connection
with the $1,286,562,704 of unsold securities registered by the Registrants.
2
EXPLANATORY NOTE
The 10,000,000 shares of Common Stock, the Series A Participating
Cumulative Preferred Stock Purchase Rights (the "Rights") and the plan interests
being registered pursuant to this Registration Statement are additional
securities of the same class as other securities for which a registration
statement on Form S-8 was filed with the Securities and Exchange Commission (the
"Commission") on April 5, 2000. Pursuant to General Instruction E to Form S-8,
the contents of such earlier registration statement are incorporated by
reference into this Registration Statement, except that the provisions contained
in Part II of such earlier registration statement are modified as set forth in
this Registration Statement.
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) The Plan's latest annual report filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act;
(c) 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;
(d) 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;
(e) The Company's Registration Statement on Form S-8 (File No. 333-34092)
relating to The Hartford Investment and Savings Plan; and
(f) 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.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Common Stock being registered pursuant
hereto has been passed upon by Brian S. Becker, Senior Vice President and
Corporate Secretary of the Company.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, as amended, provides
in regards to indemnification of directors and officers as follows:
145. Indemnification of Officers, Directors, Employees and Agents;
Insurance.
(a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to 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)
by reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection
with such action, suit or proceeding if the person acted in good faith and
in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that the person's conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
2
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the present or former director, officer, employee or agent is proper in
the circumstances because the person has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) by a committee of such directors
designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (4) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon
such terms and conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity
while holding such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against such person and incurred by such person in
any such capacity, or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify such person
against such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
3
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Article 4 of The Hartford Financial Services Group, Inc.'s Amended and
Restated By-Laws provides in regard to indemnification of directors and officers
as follows:
4.1(a) Right to Indemnification. The Corporation, to the fullest
extent permitted by applicable law as then in effect, shall indemnify any
person who is or was a Director or officer of the Corporation and who is or
was involved in any manner (including, without limitation, as a party or a
witness) or is threatened to be made so involved in any threatened, pending
or completed investigation, claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the
Corporation to procure a judgment in its favor) (a "Proceeding") by reason
of the fact that such person is or was a Director, officer, employee or
agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan) (a "Covered
Entity"), against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with such Proceeding. Any such former or present
Director or officer of the Corporation finally determined to be entitled to
indemnification as provided in this Article 4 is hereinafter called an
"Indemnitee." Until such final determination is made, such former or
present Director or officer shall be a "Potential Indemnitee" for purposes
of this Article 4. Notwithstanding the foregoing provisions of this Section
4.1(a), the Corporation shall not indemnify an Indemnitee with respect to
any Proceeding commenced by such Indemnitee unless the commencement of such
Proceeding by such Indemnitee has been approved by a majority vote of the
Disinterested Directors (as defined in Section 4.5(d); provided, however,
that such approval of a majority of the Disinterested Directors shall not
be required with respect to any Proceeding commenced by such Indemnitee
after a Change in Control (as defined in Section 4.5(d)) has occurred.
(b) Effect of Amendments. Neither the amendment or repeal of, nor the
adoption of a provision inconsistent with, any provision of this Article 4
(including,
4
without limitation, this Section 4.1(b)) shall adversely affect the rights
of any Director or officer under this Article 4 (i) with respect to any
Proceeding commenced or threatened prior to such amendment, repeal or
adoption of an inconsistent provision or (ii) after the occurrence of a
Change in Control, with respect to any Proceeding arising out of any action
or omission occurring prior to such amendment, repeal or adoption of an
inconsistent provision, in either case without the written consent of such
Director or officer.
4.2 Insurance, Contracts and Funding. The Corporation may purchase and
maintain insurance to protect itself and any Director, officer, employee or
agent of the Corporation against any expenses, judgments, fines and amounts
paid in settlement as specified in Section 4.1(a) or Section 4.6 of this
Article 4 or incurred by any Director, officer, employee or agent of the
Corporation in connection with any Proceeding referred to in such Sections,
to the fullest extent permitted by applicable law as then in effect. The
Corporation may enter into contracts with any Director, officer, employee
or agent of the Corporation or any director, officer, employee, fiduciary
or agent of any Covered Entity in furtherance of the provisions of this
Article 4 and may create a trust fund or use other means (including,
without limitation, a letter of credit) to ensure the payment of such
amounts as may be necessary to effect indemnification as provided in this
Article 4.
4.3 Indemnification; Not Exclusive Right. The right of indemnification
provided in this Article 4 shall not be exclusive of any other rights to
which any Indemnitee or Potential Indemnitee may otherwise be entitled, and
the provisions of this Article 4 shall inure to the benefit of the heirs
and legal representatives of any Indemnitee or Potential Indemnitee under
this Article 4 and shall be applicable to Proceedings commenced or
continuing after the adoption of this Article 4, whether arising from acts
or omissions occurring before or after such adoption.
4.4 Advancement of Expenses. Each Potential Indemnitee shall be
entitled to receive advance payment of any expenses actually and reasonably
incurred by such Potential Indemnitee in connection with such Proceeding
prior to a determination of entitlement to indemnification pursuant to
Section 4.5(a). Each Potential Indemnitee shall submit a statement or
statements to the Corporation requesting such advance or advances from time
to time, whether prior to or after final disposition of such Proceeding,
reasonably evidencing the expenses incurred by such Potential Indemnitee
and accompanied by an undertaking by or on behalf of such Potential
Indemnitee to repay the amounts advanced if ultimately it should be
determined that such Potential Indemnitee is not entitled to be indemnified
against such expenses pursuant to this Article 4. A determination of the
reasonableness of such expenses shall be made and such reasonable expenses
shall be advanced pursuant to procedures to be established from time to
time by the Board or its designee(s) (the "Advancement Procedures"). The
amendment or repeal of, and the adoption of a provision inconsistent with,
any provision of the Advancement Procedures shall be governed by Section
4.1(b) of this Article 4. Notwithstanding the foregoing provisions of this
Section 4.4, the Corporation shall not advance expenses to a Potential
Indemnitee with respect to any Proceeding commenced by such Potential
Indemnitee unless the commencement of such Proceeding by such Potential
Indemnitee has been approved by a majority vote of the Disinterested
Directors; provided, however, that such approval of a majority of the
Disinterested Directors shall not be required with respect to any
Proceeding commenced by such Potential Indemnitee after a Change in Control
has occurred.
5
4.5 Indemnification Procedures; Presumptions and Effect of Certain
Proceedings; Remedies. In furtherance, but not in limitation, of the
foregoing provisions of this Article 4, the following procedures,
presumptions and remedies shall apply with respect to the right to
indemnification under this Article 4:
(a) Procedures for Determination of Entitlement to Indemnification.
(i) To obtain indemnification under this Article 4, a Potential
Indemnitee shall submit to the Secretary of the Corporation a written
request, including such documentation and information as is reasonably
available to the Potential Indemnitee and reasonably necessary to determine
whether and to what extent the Potential Indemnitee is entitled to
indemnification (the "Supporting Documentation"). The determination of the
Potential Indemnitee's entitlement to indemnification shall be made not
later than 60 days after the later of (A) the receipt by the Corporation of
the written request for indemnification together with the Supporting
Documentation and (B) the receipt by the Corporation of written notice of
final disposition of the Proceeding for which indemnification is sought.
The Secretary of the Corporation shall, promptly upon receipt of such a
request for indemnification, advise the Board in writing that the
Indemnitee has requested indemnification.
(ii) The Potential Indemnitee's entitlement to indemnification under
this Article 4 shall be determined in one of the following ways: (A) by a
majority vote of the Disinterested Directors whether or not they constitute
a quorum of the Board; (B) by a committee of the Disinterested Directors
designated by a majority vote of the Disinterested Directors, whether or
not they constitute a quorum of the Board; (C) by a written opinion of
Independent Counsel as defined in Section 4.5(d)) if (x) a Change in
Control shall have occurred and the Potential Indemnitee so requests or (y)
there are no Disinterested Directors or a majority of such Disinterested
Directors so directs; (D) by the stockholders of the Corporation; or (E) as
provided in Section 4.5(b) of this Article 4.
(iii) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 4.5(a)(ii), a
majority of the Disinterested Directors (or, if there are no Disinterested
Directors, the General Counsel of the Corporation or, if the General
Counsel is or was a party to the Proceeding in respect of which
indemnification is sought, the highest ranking officer of the Corporation
who is not and was not a party to such Proceeding) shall select the
Independent Counsel, but only an Independent Counsel to which the Potential
Indemnitee does not reasonably object; provided, however, that if a Change
in Control shall have occurred, the Potential Indemnitee shall select such
Independent Counsel, but only an Independent Counsel to which a majority of
the Disinterested Directors does not reasonably object.
(b) Presumptions and Effect of Certain Proceedings. Except as
otherwise expressly provided in this Article 4, if a Change in Control
shall have occurred, the Potential Indemnitee shall be presumed to be
entitled to indemnification under this Article 4 (with respect to actions
or failures to act occurring prior to such Change in Control) upon
submission of a request for indemnification together with the Supporting
Documentation in accordance with Section 4.5(a)(i)(A) of this Article 4,
and thereafter the Corporation shall have the burden of proof to overcome
that presumption in reaching a contrary determination. In any event, if the
person or persons empowered under Section 4.5(a) of this Article 4 to
determine entitlement to indemnification shall not have been appointed or
shall not have made a determination within 60 days after the later of (x)
6
receipt by the Corporation of the written request for indemnification
together with the Supporting Documentation and (y) the receipt by the
Corporation of written notice of final disposition of the Proceeding for
which indemnification is sought, the Potential Indemnitee shall be deemed
to be, and shall be, entitled to indemnification. The termination of any
Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, adversely affect the right of the
Potential Indemnitee to indemnification or create a presumption that the
Potential Indemnitee did not act in good faith and in a manner which the
Indemnitee reasonably believed to be in or not opposed to the best
interests of the Corporation or, with respect to any criminal Proceeding,
that the Potential Indemnitee had reasonable cause to believe that his or
her conduct was unlawful.
(c) Remedies. (i) In the event that a determination is made pursuant
to Section 4.5(a) of this Article 4 that the Potential Indemnitee is not
entitled to indemnification under this Article 4, (A) the Potential
Indemnitee shall be entitled to seek an adjudication of his or her
entitlement to such indemnification either, at the Potential Indemnitee's
sole option, in (x) an appropriate court of the state of Delaware or any
other court of competent jurisdiction or (y) an arbitration to be conducted
by a single arbitrator pursuant to the rules of the American Arbitration
Association; (B) any such judicial proceeding or arbitration shall be de
novo and the Indemnitee shall not be prejudiced by reason of such adverse
determination; and (C) if a Change in Control shall have occurred, in any
such judicial proceeding or arbitration, the Corporation shall have the
burden of proving that the Potential Indemnitee is not entitled to
indemnification under this Article 4 (with respect to actions or omissions
occurring prior to such Change in Control).
(ii) If a determination shall have been made or deemed to have been
made, pursuant to Section 4.5(a) or (b) of this Article 4, that the
Potential Indemnitee is entitled to indemnification, the Corporation shall
be obligated to pay the amounts constituting such indemnification within
five days after such determination has been made or deemed to have been
made and shall be conclusively bound by such determination unless (A) the
Indemnitee misrepresented or failed to disclose a material fact in making
the request for indemnification or in the Supporting Documentation or (B)
such indemnification is prohibited by law. In the event that payment of
indemnification is not made within five days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Section 4.5(a) or (b) of this Article 4, the Indemnitee shall
be entitled to seek judicial enforcement of the Corporation's obligation to
pay to the Indemnitee such indemnification. Notwithstanding the foregoing,
the Corporation may bring an action, in an appropriate court in the state
of Delaware or any other court of competent jurisdiction, contesting the
right of the Indemnitee to receive indemnification hereunder due to the
occurrence of an event described in Subclause (A) or (B) of this subsection
(each, a "Disqualifying Event"); provided, however, that in any such action
the Corporation shall have the burden of proving the occurrence of such
Disqualifying Event.
(iii) The Corporation shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section
4.5(c) that the procedures and presumptions of this Article 4 are not
valid, binding and enforceable and shall stipulate in any such court or
before any such arbitrator that the Corporation is bound by all the
provisions of this Article 4.
7
(iv) In the event that the Indemnitee or Potential Indemnitee,
pursuant to this Section 4.5(c), seeks a judicial adjudication of or an
award in arbitration to enforce his or her rights under, or to recover
damages for breach of, this Article 4, such person shall be entitled to
recover from the Corporation, and shall be indemnified by the Corporation
against, any expenses actually and reasonably incurred by such person in
connection with such judicial adjudication or arbitration. If it shall be
determined in such judicial adjudication or arbitration that such person is
entitled to receive part but not all of the indemnification or advancement
of expenses sought, the expenses incurred by such person in connection with
such judicial adjudication or arbitration shall be prorated accordingly.
(d) Definitions. For purposes of this Article 4:
(i) "Change in Control" means a change in control of the Corporation
of a nature that would be required to be reported in response to Item 6(e)
(or any successor provision) of Schedule 14A of Regulation 14A (or any
amendment or successor provision thereto) promulgated under the Securities
Exchange Act of 1934, as amended (the "Act"), whether or not the
Corporation is then subject to such reporting requirement; provided that,
without limitation, such a change in control shall be deemed to have
occurred if (A) any "person" (as such term is used in Sections 13(d) and
14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Act), directly or indirectly, of securities of the
Corporation representing 20% or more of the voting power of all outstanding
shares of stock of the Corporation entitled to vote generally in an
election of Directors without the prior approval of at least two-thirds of
the members of the Board in office immediately prior to such acquisition;
(B) the Corporation is a party to any merger or consolidation in which the
Corporation is not the continuing or surviving corporation or pursuant to
which shares of the Corporation's common stock would be converted into
cash, securities or other property, other than a merger of the Corporation
in which the holders of the Corporation's common stock immediately prior to
the merger have the same proportionate ownership of common stock of the
surviving corporation immediately after the merger; (C) there is a sale,
lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, the assets of the
Corporation, or liquidation or dissolution of the Corporation; (D) the
Corporation is a party to a merger, consolidation, sale of assets or other
reorganization, or a proxy contest, as a consequence of which members of
the Board in office immediately prior to such transaction or event
constitute less than a majority of the Board thereafter; or (E) during any
period of two consecutive years, individuals who at the beginning of such
period constituted the Board (including for this purpose any new Director
whose election or nomination for election by the stockholders was approved
by a vote of at least two-thirds of the Directors then still in office who
were Directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board.
(ii) "Disinterested Director" means a Director who is not or was not a
party to the Proceeding in respect of which indemnification is sought by
the Indemnitee or Potential Indemnitee.
(iii) "Independent Counsel" means a law firm or a member of a law firm
that neither presently is, nor in the past five years has been, retained to
represent: (a) the Corporation or the Indemnitee in any matter material to
either such party or (b) any other party to the Proceeding giving rise to a
claim for indemnification under this Article 4. Notwithstanding the
foregoing, the term "Independent Counsel" shall not include any
8
person who, under applicable standards of professional conduct then
prevailing under the law of the State of Delaware, would have a conflict of
interest in representing either the Corporation or the Indemnitee or
Potential Indemnitees in an action to determine the Indemnitee's or
Potential Indemnitee's rights under this Article 4.
4.6 Indemnification of Employees and Agents. Notwithstanding any
other provision of this Article 4, the Corporation, to the fullest extent
permitted by applicable law as then in effect, may indemnify any person
other than a Director or officer of the Corporation who is or was an
employee or agent of the Corporation and who is or was involved in any
manner (including, without limitation, as a party or a witness) or is
threatened to be made so involved in any threatened, pending or completed
Proceeding by reasons of the fact that such person is or was an employee or
agent of the Corporation or was or is serving, at the request of the
Corporation, as a director, officer, employee, or agent of a Covered Entity
against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person
in connection with such Proceeding. The Corporation may also advance
expenses incurred by such employee, fiduciary or agent in connection with
any such Proceeding, consistent with the provisions of applicable law as
then in effect. If made or advanced, such indemnification shall be made and
such reasonable expenses shall be advanced pursuant to procedures to be
established from time to time by the Board or its designee(s).
4.7 Severability. If any of this Article 4 shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (i) the
validity, legality and enforceability of the remaining provisions of this
Article 4 (including, without limitation, all portions of any Section of
this Article 4 containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (ii) to the
fullest extent possible, the provisions of this Article 4 (including,
without limitation, all portions of any Section of this Article 4
containing any such provision held to be invalid, illegal or unenforceable,
that are not themselves invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides in regard to the limitation of liability of directors and officers as
follows:
(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the
certificate of incorporation may also contain any or all of the following
matters:
(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall
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 this
Title, or (iv) for any transaction from which the director derived an
improper personal benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to the date
when such provision becomes effective. All references in this paragraph to
a director shall also be deemed to refer (x) to a member of the governing
body of a corporation which is not authorized to issue capital stock, and
(y) to such other person or persons, if any, who, pursuant to a provision
of the certificate of incorporation in accordance with
9
sec. 141(a) of this title, exercise or perform any of the powers or duties
otherwise conferred or imposed upon the board of directors by this title.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
Article SIXTH of The Hartford Financial Services Group, Inc.'s Amended and
Restated Certificate of Incorporation provides in regard to the limitation of
liability of directors and officers as follows:
To the fullest extent permitted by applicable law as then in effect,
no director or officer shall be personally liable to the Corporation or any
of its stockholders for damages for breach of fiduciary duty as a director
or officer, except for liability (a) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the Delaware General
Corporation Law, (d) for any transaction from which the director derived an
improper personal benefit or (e) for any act or omission occurring prior to
the effective date of this ARTICLE SIXTH. Any repeal or modification of
this ARTICLE SIXTH by the stockholders of the Corporation shall not
adversely affect any right or protection of a director or officer of the
Corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or
modification.
We have policies in force and effect that insure our directors and officers
against losses which they or any of them will become legally obligated to pay by
reason of any actual or alleged error or misstatement or misleading statement or
act or omission or neglect or breach of duty by such directors and officers in
the discharge of their duties, individually or collectively, or as a result of
any matter claimed against them solely by reason of their being directors or
officers. Such coverage is limited by the specific terms and provisions of the
insurance policies.
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
10
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;
(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 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.
11
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 the City of Hartford, State of Connecticut on the 28th day of
May, 2003.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By: /s/ Neal S. Wolin
-------------------------
Neal S. Wolin
Executive Vice President and
General Counsel
The Plan. Pursuant to the requirements of the Securities Act, the named
fiduciary of The Hartford Investment and Savings Plan 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 29th day
of May, 2003.
THE HARTFORD INVESTMENT AND SAVINGS PLAN
By: /s/ Ann M. de Raismes
-------------------------
ANN M. DE RAISMES
Chairperson of the Pension Administration
Committee
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.
Signature Title Date
*
-----------------------
Ramani Ayer Chairman, President, May 28, 2003
Chief Executive Officer
and Director
(Principal Executive Officer)
*
-----------------------
Thomas M. Marra Executive Vice President May 28, 2003
*
-----------------------
David K. Zwiener Executive Vice President May 28, 2003
*
-----------------------
David M. Johnson Executive Vice President May 28, 2003
and Chief Financial Officer
(Principal Financial Officer)
12
*
-----------------------
Robert J. Price Senior Vice President May 28, 2003
and Controller
(Principal Accounting Officer)
*
-----------------------
Rand V. Araskog Director May 28, 2003
*
-----------------------
Donald R. Frahm Director May 28, 2003
*
-----------------------
Edward J. Kelly, III Director May 28, 2003
*
-----------------------
Paul G. Kirk, Jr. Director May 28, 2003
*
-----------------------
Robert W. Selander Director May 28, 2003
*
-----------------------
Charles B. Strauss Director May 28, 2003
*
-----------------------
H. Patrick Swygert Director May 28, 2003
*
-----------------------
Gordon I. Ulmer Director May 28, 2003
*By /s/ Neal S. Wolin
----------------------
Neal S. Wolin
As Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
-------------------------------------------------------------
5.1 Opinion of Brian S. Becker, Esq. (filed herewith)
15.1 Letter of Awareness of Deloitte & Touche LLP (filed herewith)
23.1 Consent of Deloitte & Touche LLP (filed herewith)
23.2 Consent of Brian S. Becker, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (filed herewith)
13