As filed with the Securities and Exchange Commission on July 24, 2001
Registration No. 333-
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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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THE ST. PAUL COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-0518860
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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385 WASHINGTON STREET
ST. PAUL, MINNESOTA 55102
(651) 310-7911
(Address of Principal Executive Offices)
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THE ST. PAUL COMPANIES, INC.
1999 GLOBAL STOCK OPTION PLAN
(Full Title of the Plan)
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BRUCE A. BACKBERG, ESQ.
SENIOR VICE PRESIDENT AND CORPORATE SECRETARY
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL, MN 55102
(651) 310-7911
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(2) PRICE(2) FEE (2)
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Common Stock, without par value (1) 3,200,000 $41.10 $131,520,000 $32,880
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of anti-dilution
provisions included in The St. Paul Companies, Inc. 1999 Global Stock
Option Plan.
(2) Pursuant to Rule 457(h)(1) and 457(c) of the Securities Act of 1933, as
amended, the proposed maximum offering price per share, the proposed
maximum aggregate offering price and the amount of the registration fee are
based upon the average of the high and low prices of the Common Stock on
the New York Stock Exchange as reported in the consolidated transaction
reporting system on July 20, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
As permitted by Part I of Form S-8, this Registration Statement
omits the information specified in Part I. The documents containing the
information specified in Part I will be delivered to the participants in the
plan covered by this Registration Statement, as required by Rule 428(b) under
the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not being filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by The St. Paul Companies, Inc.
(the "Company") are hereby incorporated by reference in this Registration
Statement:
- Annual Report on Form 10-K, as filed with the Commission on March 28,
2001.
- Definitive Proxy Statement on Schedule 14A as filed with the Commission
on March 27, 2001.
- Quarterly Report on Form 10-Q, as filed with the Commission on May 14,
2001.
- Current Report on Form 8-K, as filed with the Commission on April 30,
2001.
- Current Report on Form 8-K, as filed with the Commission on March 12,
2001.
- Current Report on Form 8-K, as filed with the Commission on July 18,
2001.
- The description of the Company's Common Stock contained in its
registration statement on Form 8-A, including any amendments or
supplements thereto, as filed with the Commission on October 17, 1991.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the filing date of such documents.
Any statement contained in a document 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
incorporated or 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 superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Bruce A. Backberg, Senior Vice President and Corporate Secretary of
the Company, has given his opinion about certain legal matters
affecting the securities registered under this Registration
Statement. Mr. Backberg is not eligible to participate in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statute Section 302A.521 provides that a Minnesota
business corporation shall indemnify any director, officer, or employee of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.
The Bylaws of the Company provide, subject to certain exceptions,
that directors and officers of the Company and certain others shall be
indemnified by the Company to the fullest extent permitted or required by
Minnesota Statute Section 302A.521.
The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
No. Description
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4.1 Restated Articles of Incorporation of the Company (incorporated
herein by reference to Exhibit 3 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1998)
4.2 Bylaws of the Company (incorporated herein by reference to Exhibit
3(b) of the Company's Annual Report on Form 10-K for the year
ended December 31, 2000)
5.1 Opinion and Consent of Bruce A. Backberg, Esq.
23.1 Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1)
23.2 Consent of KPMG LLP.
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24.1 Powers of Attorney
ITEM 9. UNDERTAKINGS
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
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in
aggregate, represent a fundamental change in the information set
forth in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) of this Item 9 do
not apply if the information required to be included in the post-effective
amendment by those paragraphs 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 this 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 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.
(4) 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 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 this
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.
(5) 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 any event that a claim for indemnification
against such liabilities (other than
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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.
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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 the city of St. Paul, Minnesota, on July 24, 2001.
THE ST. PAUL COMPANIES, INC.
By: /s/ BRUCE A. BACKBERG
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Name: Bruce A. Backberg
Title: Senior Vice President and
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Date: July 24, 2001 By: /s/ Douglas W. Leatherdale
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Douglas W. Leatherdale, Director, Chairman of
the Board, President and Chief Executive Officer
Date: July 24, 2001 By: /s/ Thomas A. Bradley
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Thomas A. Bradley, Chief Financial Officer
Date: July 24, 2001 By: /s/ John C. Treacy
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John C. Treacy, Vice President and Corporate
Controller
(principal accounting officer)
Date: July 24, 2001 By: /s/ H. Furlong Baldwin
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H. Furlong Baldwin*, Director
Date: July 24, 2001 By: /s/ Carolyn H. Byrd
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Carolyn H. Byrd*, Director
Date: July 24, 2001 By: /s/ John H. Dasburg
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John H. Dasburg*, Director
Date: July 24, 2001 By: /s/ Janet M. Dolan
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Janet M. Dolan*, Director
Date: July 24, 2001 By: /s/ Kenneth M. Duberstein
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Kenneth M. Duberstein*, Director
Date: July 24, 2001 By: /s/ Pierson M. Grieve
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Pierson M. Grieve*, Director
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Date: July 24, 2001 By: /s/ Thomas R. Hodgson
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Thomas R. Hodgson*, Director
Date: July 24, 2001 By: /s/ David G. John
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David G. John*, Director
Date: July 24, 2001 By: /s/ William H. Kling
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William H. Kling*, Director
Date: July 24, 2001 By: /s/ Bruce K. MacLaury
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Bruce K. MacLaury*, Director
Date: July 24, 2001 By: /s/ Glen D. Nelson, M.D.
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Glen D. Nelson, M.D.*, Director
Date: July 24, 2001 By: /s/ Gordon M. Sprenger
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Gordon M. Sprenger*, Director
Date: July 24, 2001 *By: /s/ Bruce A. Backberg
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Bruce A. Backberg, Attorney-in-fact
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INDEX TO EXHIBITS
4.1 Restated Articles of Incorporation of the Company (incorporated
herein by reference to Exhibit 3 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1998)
4.2 Bylaws of the Company (incorporated herein by reference to Exhibit
3(b) of the Company's Annual Report on Form 10-K for the year
ended December 31, 2000)
5.1 Opinion and Consent of Bruce A. Backberg, Esq.
23.1 Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney