As filed
with the Securities and Exchange Commission on December 11, 2008
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERIPRISE
FINANCIAL, INC.
(Exact Name of Registrant as Specified
in Its Charter
)
DELAWARE
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13-3180631
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(State
or Other Jurisdiction of Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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55 Ameriprise Financial Center
Minneapolis, Minnesota
(Address
of Principal Executive Offices)
55474
(Zip
Code)
Ameriprise Financial 2008 Employment
Incentive Equity Award Plan
(Full
Title of the Plan)
John C. Junek, Esq.
Executive Vice President and General Counsel
1099 Ameriprise Financial Center
Minneapolis, Minnesota 55474
(Name and Address of
Agent for Service)
(612) 671-3131
(Telephone Number,
Including Area Code, of Agent for Service)
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated
filer
o
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Smaller reporting company
o
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(Do
not check if a smaller
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reporting
company)
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CALCULATION
OF REGISTRATION FEE
Title of Securities
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Amount
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Proposed Maximum
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Proposed Maximum
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Amount of
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to be
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to be
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Offering Price Per Share
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Aggregate Offering
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Registration
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Registered
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Registered (1)
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(2)
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Price (2)
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Fee (2)
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Ameriprise Financial Common Stock, par value
$.01 per share
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6,000,000 shares
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$20.54
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$123,240,000
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$4,843.33
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(1) Consists
of common shares of Ameriprise Financial, Inc. (Common Stock) to be
issued pursuant to the Ameriprise Financial 2008 Employment Incentive Equity
Award Plan (the Plan), together with an indeterminate number of shares that
may be necessary to adjust the number of shares reserved for issuance pursuant
to the Plan as a result of a stock split, stock dividend or similar adjustment
of the outstanding Common Stock.
(2) Estimated
solely for the purpose of calculating the registration fee in accordance with
Rule 457(h) under the Securities Act of 1933 with respect to shares
of Common Stock issuable pursuant to the Plan and based upon the average of the
high and low prices of a share of Common Stock as reported on the New York
Stock Exchange on December 9, 2008.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The
information specified in Part I of Form S-8 is not required to be
filed with the Securities and Exchange Commission (the Commission) either as
part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to the introductory Note to Part I of Form S-8
and Rule 424 under the Securities Act of 1933, as amended (the Securities
Act). The information required in the Section 10(a) prospectus is
included in the documents being maintained and delivered by Ameriprise
Financial, Inc. (the Registrant) as required by Part I of Form S-8
and by Rule 428 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item
3. Incorporation of Documents
by Reference.
The following
documents, heretofore filed by the Registrant with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the Exchange Act), are
incorporated herein by reference:
(a)
The Registrants Annual Report on Form 10-K for the fiscal
year ended December 31, 2007, as filed with the Commission on February 29,
2008;
(b) All
other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 2007; and
(c)
The description of the Registrants Common Stock contained in the
Registrants Form 10 Registration Statement as filed with the Commission
on August 19, 2005, including any amendment or report filed for the
purpose of updating such description.
All documents
subsequently filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to 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 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 part hereof from the date of filing 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 subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement.
2
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.
Nothing in this
Registration Statement shall be deemed to incorporate information furnished but
not filed with the Commission pursuant to Item 2.02 or Item 7.01 of Form 8-K.
Item
4.
Description
of Securities.
Not
applicable.
Item
5. Interests
of Named Experts and Counsel.
As of December 9,
2008, John C. Junek, Esq., Executive Vice President and General Counsel of
the Registrant, who has rendered the opinion attached hereto as Exhibit 5.1,
beneficially owned shares of the Registrants Common Stock having a fair market
value of approximately $585,000.00, vested Stock Options with an exercise price
in excess of the market value as of December 9, 2008, and phantom share
units in the Companys Deferred Compensation Plan and Supplemental Retirement
Plan having a value of approximately $203,000.00. In addition, Mr. Junek
holds unvested options to purchase shares of the Registrants Common Stock
granted under the Ameriprise Financial 2005 Incentive Compensation Plan which
are not included in his beneficially owned shares.
Item
6.
Indemnification
of Directors and Officers.
Under Section 145
of the General Corporation Law of the State of Delaware (the GCL), a
corporation may indemnify any person who was or is a party, or is threatened to
be made a party, to any action, suit or proceeding, civil or criminal, by
reason of the fact that he or she is or was a director or officer of such
corporation if such person acted in good faith and in a manner he or she
reasonably believed to be in and not opposed to the best interest of the
corporation and, with respect to a criminal action or proceeding, such person
had no reasonable cause to believe that his or her conduct was unlawful, except
that, in the case of any action or suit by or in the right of the corporation,
no indemnification is permitted if the person shall be adjudged liable to the
corporation other than indemnification to the extent that a court shall
determine such person is fairly and reasonably entitled to.
Article VI of
the Registrants Amended and Restated Certificate of Incorporation provides, in
general, that no director of the Registrant shall be liable to the Registrant
or its stockholders for monetary damages for breach of such directors
fiduciary duty as a director, except to the extent that such exemption from
liability or limitation thereof is not permitted under the GCL.
Article VI of
the Registrants Amended and Restated Bylaws, provides, in general, for
mandatory indemnification of directors and officers of the Registrant to the
fullest extent permitted by the GCL. Notwithstanding the foregoing, in general,
the Registrant shall not be obligated to indemnify a director or officer of the
Registrant in respect of any proceeding instituted by such director or officer,
unless such proceeding has been authorized by the board of directors of the
Registrant.
3
The Registrant also
maintains a directors and officers insurance policy which insures the
officers and directors of the Registrant against any liability asserted against
such person and incurred by such person or on such persons behalf in their
respective capacities as officers and directors of the Registrant, or arising
out of such persons status as an officer or director of the Registrant,
whether or not the Registrant would have the power to indemnify any such
officer or director against such liability under Article VI of the
Registrants Amended and Restated Bylaws.
The Plan
provides for indemnification of each member of the committee responsible for
administering the Plan, and each of its designees to whom any duty of the
committee may be delegated, against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with respect
to the Plan, except in the case of bad faith by the committee or any of its
members or any such designee.
Item
7.
Exemption
from Registration Claimed.
Not applicable.
Item
8.
Exhibits.
The following
exhibits are filed with or incorporated by reference into this Registration
Statement (numbering corresponds to Exhibit Table in Item 601 of
Regulation S-K).
Exhibit No.
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Document
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4.1
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Ameriprise Financial 2008
Employment Incentive Equity Award Plan
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4.2
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Amended and Restated
Certificate of Incorporation of the
Registrant
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4.3
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Amended and Restated
Bylaws of the Registrant
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5.1
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Opinion of John C.
Junek, Esq., Executive Vice President and General
Counsel of the Registrant, regarding the
validity of the securities being registered
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23.1
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Consent of
Ernst & Young LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of John C.
Junek, Esq., Executive Vice President and General
Counsel of the Registrant (included in
Exhibit 5.1)
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24.1
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Power of Attorney
(included on signature page)
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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:
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(i)
To include any prospectus required by Section 10(a)(3) of the
Securities Act;
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4
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(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; and
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(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;
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provided, however
, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required 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 15(d) of the Exchange Act that are incorporated by reference 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
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 Securities Act, each filing of the Registrants annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plans 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.
(c)
Insofar
as indemnification for liabilities arising under the Securities 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 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 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 Securities Act and will be governed
by the final adjudication of such issue.
5
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 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 Minneapolis, State
of Minnesota, on the 11
th
day of
December, 2008.
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AMERIPRISE
FINANCIAL, INC.
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/s/ John C. Junek
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JOHN C. JUNEK
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Executive Vice President
and General Counsel
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below on this Registration
Statement constitutes and appoints James M. Cracchiolo and John C. Junek, and
each of them, each with full power to act as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities (unless revoked in writing) to sign any and all amendments or
post-effective amendments related to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, full power and authority to do and perform each
and every act and thing appropriate or necessary to be done in connection
therewith, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Form S-8 Registration Statement has
been signed below by the following persons in the capacities indicated as of December 11,
2008.
Signature
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Title
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/s/ James M. Cracchiolo
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JAMES M. CRACCHIOLO
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Chairman of the Board,
President and Chief Executive Officer
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(Principal Executive
Officer and Director)
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/s/ Walter S. Berman
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WALTER S. BERMAN
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Executive Vice President
and Chief Financial Officer (Principal
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Financial Officer)
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/s/ David K. Stewart
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DAVID K. STEWART
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Vice President and
Controller (Chief Accounting Officer)
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/s/ Ira D. Hall
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IRA D. HALL
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Director
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/s/ Warren D. Knowlton
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WARREN D. KNOWLTON
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Director
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/s/ W. Walker Lewis
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W. WALKER LEWIS
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Director
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/s/ Siri S. Marshall
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SIRI S. MARSHALL
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Director
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/s/ Jeffrey Noddle
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JEFFREY NODDLE
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Director
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/s/ Richard F. Powers III
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RICHARD F. POWERS III
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Director
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/s/ H. Jay Sarles
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H. JAY SARLES
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Director
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/s/ Robert F. Sharpe, Jr.
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ROBERT F. SHARPE, JR.
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Director
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/s/ William H. Turner
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WILLIAM H. TURNER
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Director
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7
EXHIBIT INDEX
Exhibit
Number
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Description
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Method of Filing
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4.1
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Ameriprise Financial 2008
Employment Incentive Equity Award Plan
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Filed electronically
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4.2
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Amended and Restated
Certificate of Incorporation of the
Registrant (incorporated by reference to
Exhibit 3.1 to the Registrants Current Report on Form 8-K, File
No. 1-32525, filed on October 4, 2005)
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Incorporated by reference
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4.3
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Amended and Restated
Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of
the Registrants Annual Report on Form 10-K, file No. 1-32525,
filed on February 27, 2007)
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Incorporated by reference
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5.1
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Opinion of John C.
Junek, Esq., Executive Vice President and General Counsel of the
Registrant, regarding the validity of securities being registered
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Filed electronically
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23.1
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Consent of
Ernst & Young LLP, Independent Registered Public Accounting Firm
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Filed electronically
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23.2
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Consent of John C.
Junek, Esq., Executive Vice President and General Counsel of the
Registrant (included in Exhibit 5.1)
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Filed electronically
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24.1
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Power of Attorney
(included on signature page)
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Filed electronically
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8
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