As filed with the Securities and Exchange Commission on May 7, 2002
Registration No. [ ]
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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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AETNA INC.
(FORMERLY KNOWN AS AETNA U.S.
HEALTHCARE INC.)
(Exact name of registrant as
specified in its charter)
Pennsylvania 6719 23-2229683
(state or other (Primary Standard Industrial (I.R.S. Employer
junction of Classification Code Number) Identification No.)
incorporation or
organization)
151 FARMINGTON AVENUE
HARTFORD, CT 06156
(860) 273-0123
(Address of principal executive
offices)
AETNA INC.
2002 STOCK INCENTIVE PLAN
(Full title of the plan)
------------------------
William J. Casazza
Vice President and Corporate Secretary
Aetna Inc.
151 Farmington Avenue
Hartford, CT 06156
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (860) 273-0123
Copy to:
Judith H. Jones, Counsel
Aetna Inc.
151 Farmington Avenue
Hartford, CT 06156
CALCULATION OF REGISTRATION FEE
============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED (1) REGISTERED (2) PRICE PER SHARE (3) OFFERING PRICE (3) REGISTRATION FEE
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Common Shares (par value
$0.01 per share) 7,500,000 shares $47.60 $357,000,000 $89,250
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(1) This Registration Statement also pertains to Rights to Purchase one
one-hundredth of a share of Class A Voting Preferred Shares, Series A, par
value $.0l per share, of the Registrant (the "Rights"). Until the
occurrence of certain prescribed events, the Rights are not exercisable,
are evidenced by the certificates for Aetna Inc. Common Shares and will be
transferred along with and only with such securities. Thereafter, separate
Rights certificates will be issued representing one Right for each Aetna
Inc. Common Share held subject to adjustment pursuant to anti-dilution
provisions.
(2) Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(3) Estimated solely for purposes of calculating the registration fee and are
based on the average of high and low prices of the Common Stock on the New
York Stock Exchange on April 30, 2002, in accordance with Rule 457(c)
under the Securities Act of 1933, as amended.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Aetna Inc. (the "Company" or the "Registrant") hereby incorporates
by reference the following documents:
(a) The Company's registration statement on Form 10 filed
September 1, 2000, and any amendment thereto, including
Amendment No. 1 filed on October 18, 2000 and Amendment No. 2
filed on December 1, 2000;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Form 10 referred to above, including the Registrant's Form
8-K filed on December 14, 2000; and
(c) the description of the Company's Common Shares and Share
Purchase Rights Plan contained in its Registration Statement
on Form 10 filed September 1, 2000, pursuant to Section 12 of
the Exchange Act, including Amendment No.1 filed October 18,
2000 and Amendment No. 2 filed December 1, 2000.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained herein or in a document all or a portion of
which is 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 in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, 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
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Pennsylvania Business Corporation Law ("Business Corporation
Law") provides, in general, that a corporation may indemnify any person,
including its directors, officers and employees, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (other than
actions by or in the right of the corporation) by reason of the fact that he or
she is or was a representative of, or was serving at the request of the
corporation as a director, officer, employee, agent or fiduciary of another
corporation, partnership, employee benefit plan or other enterprise, against
express (including attorneys' fees), judgments, fines and amounts paid in
settlement actually reasonably incurred by him or her in connection with the
action or proceeding unless the court determines that the act or failure to act
giving rise to the claim for indemnification constituted willful misconduct or
recklessness. The Business Corporation Law permits similar indemnification in
the case of actions by or in the right of the corporation. In any case, to the
extent that a representative of the corporation has been successful on the
merits or otherwise in defense of any claim, issue or matter, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith. The Business Corporation Law
also provides that the indemnification permitted or required by the law is not
exclusive of any other rights to which a person seeking indemnification may be
entitled, provided that indemnification may not be made in any case where the
act is determined by a court to have constituted willful misconduct or
recklessness. The Business Corporation Law also provides that a corporation may
pay expenses (including attorneys' fees), incurred by a party in an action
subject to indemnification in advance of the final disposition of the action
upon receipt of an undertaking by the party on whose behalf such expenses are
paid to repay all amounts to the corporation in the event it is ultimately
determined that the party is not entitled to be indemnified. Aetna's Articles
require indemnification of its directors and officers, and the advancement of
expenses, to the fullest extent permitted by the Business Corporation Law
(except with respect to the claims against the corporation commenced by such a
party) and permit, by action of the Board, indemnification of, and advancement
of expenses to, employees and agents of Aetna as determined by the Board of
Directors in a particular case.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement:
Exhibit
No.
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4.1 Amended and Restated Articles of Incorporation of Aetna Inc., formerly
Aetna U.S. Healthcare Inc. (incorporated by reference to Exhibit 3.1 to
the Registrant's Registration Statement under the Securities Exchange Act
of 1934 on Form 10 ("Form 10"))*
4.2 Amended and Restated By-Laws of Aetna Inc., formerly Aetna U.S. Healthcare
Inc. (incorporated by reference to Exhibit 3.2 of the Form 10)*
4.3 Rights Agreement between Aetna Inc. (formerly Aetna U.S. Healthcare Inc.)
and EquiServe Trust Company, N.A., as Rights Agent (incorporated by
reference to Exhibit 4.2 to the Form 10)*
4.4 Aetna Inc. 2002 Stock Incentive Plan
5.1 Opinion of Drinker Biddle & Reath
23.1 Consent of Drinker Biddle & Reath (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney
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* Incorporated by reference as indicated.
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ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) To 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
this registration statement; and
(iii) To 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933 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; and
(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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's Annual Report
pursuant to Section 15(d) of the 1934 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) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore,
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unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Hartford, Connecticut, on the 6th day of May, 2002.
AETNA INC.
By: /s/ Alan M. Bennett*
---------------------------------
Name: Alan M. Bennett
Title: Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Betsy Z. Cohen* Director May 6, 2002
---------------------------------
Betsy Z. Cohen
/s/ Barbara Hackman Franklin* Director May 6, 2002
---------------------------------
Barbara Hackman Franklin
/s/ Jeffrey E. Garten* Director May 6, 2002
---------------------------------
Jeffrey E. Garten
/s/ Earl G. Graves* Director May 6, 2002
---------------------------------
Earl G. Graves
/s/ Gerald Greenwald* Director May 6, 2002
---------------------------------
Gerald Greenwald
/s/ Ellen M. Hancock* Director May 6, 2002
---------------------------------
Ellen M. Hancock
/s/ Michael H. Jordan* Director May 6, 2002
---------------------------------
Michael H. Jordan
/s/ Jack D. Kuehler* Director May 6, 2002
---------------------------------
Jack D. Kuehler
/s/ Joseph P. Newhouse* Director May 6, 2002
---------------------------------
Joseph P. Newhouse
/s/ Judith Rodin* Director May 6, 2002
---------------------------------
Judith Rodin
/s/ John W. Rowe* Chairman, President and Chief Executive Officer May 6, 2002
---------------------------------
John W. Rowe
/s/ Alan M. Bennett* Senior Vice President and Chief Financial Officer May 6, 2002
---------------------------------
Alan M. Bennett
/s/ Ronald Olejniczak* Vice President and Corporate Controller May 6, 2002
---------------------------------
Ronald Olejniczak
*By: /s/ Judith H. Jones
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(Judith H. Jones
Attorney-in-Fact)
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
------ ------- -------------
4.1 Amended and Restated Articles of Incorporation of Aetna *
Inc., formerly Aetna U.S. Healthcare Inc. (incorporated
by reference to Exhibit 3.1 of the Registrant's
Registration Statement under the Securities Exchange
Act of 1934 on Form 10 ("Form 10")).
4.2 Amended and Restated By-Laws of Aetna Inc., formerly *
Aetna U.S. Healthcare Inc. (incorporated by reference
to Exhibit 3.2 of the Form 10).
4.3 Rights Agreement between Aetna Inc. (formerly Aetna *
U.S. Healthcare Inc.) and EquiServe Trust Company,
N.A., as Rights Agent (incorporated by reference to
Exhibit 4.2 to the Form 10).
4.4 Aetna Inc. 2002 Stock Incentive Plan
5.1 Opinion of Drinker Biddle & Reath
23.1 Consent of Drinker Biddle & Reath (included in Exhibit
5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney.
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* Incorporated by reference.