As filed with the Securities and Exchange
Commission on November 18, 2008.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROTECTIVE LIFE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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95-2492236
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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2801 Highway 280 South
Birmingham, Alabama 35223
(Address of principal executive offices)
Protective Life Corporation
401(k) and Stock Ownership Plan
(Full title of the plan)
Deborah J. Long, Esq.
Executive Vice President, General Counsel and Secretary
2801 Highway 280 South
Birmingham, Alabama 35223
(205) 268-3700
(Name, address and telephone number 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.
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Large
accelerated filer
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x
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Accelerated
filer
o
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Non-accelerated
filer
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o
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(Do
not check if a small reporting company)
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Smaller
reporting company
o
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
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Amount to be
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Proposed maximum
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Aggregate offering
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Amount of registration
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Title of securities to be registered
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registered(1)
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offering price per unit
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price
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fee
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Common Stock, par value $.50 per share
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500,000
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$
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8.995
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(2)
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$
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4,497,500
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$
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176.75
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(1) Consists
of shares of Common Stock to be issued under the terms of the Protective Life
Corporation 401(k) and Stock Ownership Plan (the Plan). Such additional shares as may be issued by
operation of the recapitalization provisions of the Plan are hereby also
registered. In addition, pursuant to Rule 416(c) under
the Securities Act of 1933, this Registration Statement also covers an
undetermined number of interests to be offered or sold pursuant to the Plan.
(2) Computed
pursuant to Rule 457(h) under the Securities Act of 1933 solely for
the purpose of determining the registration fee, based upon an assumed price of
$8.995 per share, the average of the high and low prices of the Registrants
Common Stock as reported on the consolidated reporting system on November 17,
2008.
Part II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of
Documents by Reference.
Protective Life Corporation (the Registrant) and the Protective Life
Corporation 401(k) and Stock Ownership Plan (the Plan) hereby state that
the documents listed in (a) through (c) below are incorporated by
reference in this Registration Statement:
(a)
The Registrants latest annual report and the
Plans latest annual report, filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the Exchange Act).
(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
Registrant document referred to in (a) above.
(c)
The description of the Registrants common
stock, par value $.50 per share (Common Stock), contained in a registration
statement therefore filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
The Registrant and the Plan hereby state that all documents
subsequently filed by it pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, 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 this Registration Statement and to be part thereof from the date
of filing of such documents.
2
Item 6. Indemnification of Directors and
Officers.
Section 6.5 of Article VI of the
Registrants certificate of incorporation provides that the Registrant shall
indemnify to the fullest extent permitted by law any person who is made or is
threatened to be made a party or is involved in any action, suit, or proceeding
whether civil, criminal, administrative or investigative by reason of the fact
that such person is or was a director, officer, employee or agent of the
Registrant or was serving at the request of the Registrant as an officer,
director, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including service with respect to employee benefit
plans).
The Registrant is empowered by Section 145
of the Delaware General Corporation Law, subject to the proceedings and
limitations stated therein, to 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 Registrant) by reason of the
fact that such person is or was an officer, employee, agent or director of the
Registrant, or is or was serving at the request of the Registrant 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 such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Registrant, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe such persons conduct was unlawful. The Registrant may indemnify any
such person against expenses (including attorneys fees) in an action by or in
the right of the Registrant under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to the Registrant. To the extent such person is
successful on the merits or otherwise in the defense of any action referred to
above, the Registrant must indemnify such person against the expenses which
such person actually and reasonably incurred in connection therewith.
Policies of insurance are maintained by the
Registrant under which directors and officers of the Registrant are insured,
within the limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been such directors or officers.
As permitted by Section 102(b)(7) of
the Delaware General Corporation Law, the Registrant s certificate of
incorporation also provides that no director shall be personally liable to the
Registrant or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director, except (i) for breach of the directors
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
The Registrant has entered into indemnity
agreements with certain of its directors which provide insurance protection in
excess of the directors and officers liability insurance maintained by the
Registrant and in force at the time up to $20 million and against certain
liabilities excluded from such liability insurance. The agreements provide
generally that, upon
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the happening of certain events constituting a change in control of the
Registrant, the Registrant must obtain a $20 million letter of credit upon
which the directors may draw for defense or settlement of any claim relating to
performance of their duties as directors. The Registrant has similar agreements
with certain of its executive officers under which the Registrant is required
to provide up to $10 million in indemnification, although this obligation
is not secured by a commitment to obtain a letter of credit.
Item 8. Exhibits
Exhibit No.
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Description of Exhibit
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4.1
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1998 Restated Certificate of Incorporation of the Registrant, filed
as Exhibit 3(a) to the Registrants Annual Report on
Form 10-K/A for the year ended December 31, 1998. (No. 001-12332)
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4.2
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2004 Amended and Restated By-laws of the Registrant, filed as
Exhibit 4(b) to the Registration Statement on Form S-3 filed
December 30, 2004. (No. 333-121791)
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5.1
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Opinion of Counsel as to the legality of securities to be registered
is omitted pursuant to Instruction (a) to Item 8 of Form S-8.
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5.2
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Compliance with ERISA The Registrant will submit the Plan and any
amendments thereto to the Internal Revenue Service (IRS) in a timely manner
and will make all changes required by the IRS in order to qualify the Plan.
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Consent of PricewaterhouseCoopers LLP (filed herewith).
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Powers of Attorney (filed herewith).
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99
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The Registrants 401(k) and Stock Ownership Plan (filed
herewith).
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Item 9.
Undertakings
(a)
Rule 415 Offering.
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 of 1933 (the Securities 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
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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 end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Securities and Exchange
Commission (Commission) pursuant to Rule 424(f) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the Calculation of Registration
Fee table in the effective Registration Statement.
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 (i) and (ii) above do not
apply if the information required to be included in the post-effective
amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to section 13 or section 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.
4.
That, for the purpose of determining
liability under the Securities Act to any purchaser:
i.
If the Registrant is relying on Rule 430B:
A.
Each prospectus filed by the Registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the
Registration Statement as of the date the filed prospectus was deemed part of
and included in the Registration Statement; and
B.
Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act
shall be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
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and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; or
ii.
If the Registrant is subject to Rule 430C,
each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that
no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.
5.
That, for the purpose of determining liability
of the Registrant under the Securities Act to any purchaser in the initial
distribution of the securities, the Registrant undertakes that in a primary
offering of securities of the Registrant pursuant to this Registration
Statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the Registrant will be a seller to the
purchaser and will be considered to
offer or sell such securities to such purchaser:
i.
Any preliminary prospectus or
prospectus of the Registrant relating to the offering required to be filed
pursuant to Rule 424;
ii.
Any free writing prospectus relating to
the offering prepared by or on behalf of the Registrant or used or referred to
by the Registrant;
iii.
The portion of any other free writing
prospectus relating to the offering containing material information about the
Registrant or its securities provided by or on behalf of the Registrant; and
iv.
Any other communication that is an offer in
the offering made by the Registrant to the purchaser.
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(b) Filings
incorporating subsequent Exchange Act documents by reference.
The 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
section 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 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) Request for
acceleration of effective date or filing of registration statement becoming
effective upon filing.
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.
The Registrant.
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 Birmingham, State of
Alabama, on November 18, 2008.
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(Registrant) Protective Life Corporation
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*
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By: John D. Johns
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Chairman of the Board, President and Chief
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Executive Officer
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7
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
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Capacity in Which Signed
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Date
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*
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Chairman of the Board,
President
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November 18, 2008
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JOHN D. JOHNS
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and Chief Executive Officer
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(Principal Executive Officer)
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and Director
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*
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Vice Chairman and
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November 18, 2008
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RICHARD J. BIELEN
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Chief Financial Officer
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(Principal Financial Officer)
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*
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Senior Vice President,
Controller,
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November 18, 2008
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STEVEN G. WALKER
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and Chief Accounting Officer
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(Principal Accounting Officer)
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*
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Director
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November 18, 2008
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JAMES S. M. FRENCH
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*
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Director
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November 18, 2008
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THOMAS L. HAMBY
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*
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Director
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November 18, 2008
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VANESSA LEONARD
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*
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Director
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November 18, 2008
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CHARLES D. MCCRARY
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*
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Director
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November 18, 2008
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JOHN J. MCMAHON, JR.
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*
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Director
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November 18, 2008
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MALCOLM PORTERA
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*
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Director
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November 18, 2008
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C. DOWD RITTER
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*
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Director
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November 18, 2008
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WILLIAM A. TERRY
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8
*
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Director
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November 18, 2008
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W. MICHAEL WARREN, JR.
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*
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Director
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November 18, 2008
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VANESSA WILSON
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The Plan.
Pursuant to the requirements of the Securities
Act of 1933, the Retirement Committee of the Registrant (which administers the
Plan) has duly caused this Registration Statement to be signed on behalf of the
Plan by the undersigned, thereunto duly authorized, in the city of Birmingham,
State of Alabama, on November 18, 2008.
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(Plan) Protective Life Corporation 401(k) and Stock Ownership
Plan
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*
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By: Steven G. Walker
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Member, Protective Life Corporation
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Retirement Committee
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*by:
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/s/Alfred F. Delchamps, III
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, Alfred F. Delchamps, III, by signing his name hereto, does
sign this document on behalf of
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each of the persons indicated above pursuant to powers of attorney
duly executed by such persons and filed with the Securities and Exchange
Commission.
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9
Index to
Exhibits
Exhibit No.
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Description of Exhibit
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4.1
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1998 Restated Certificate of Incorporation of the Registrant, filed
as Exhibit 3(a) to the Registrants Annual Report on Form 10-K/A
for the year ended December 31, 1998. (No. 001-12332)
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4.2
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2004 Amended and Restated By-laws of the Registrant, filed as
Exhibit 4(b) to the Registration Statement on Form S-3 filed
December 30, 2004. (No. 333-121791)
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5.1
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Opinion of Counsel as to the legality of securities to be registered
is omitted pursuant to Instruction (a) to Item 8 of Form S-8.
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5.2
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Compliance with ERISA The Registrant will submit the Plan and any
amendments thereto to the Internal Revenue Service (IRS) in a timely manner
and will make all changes required by the IRS in order to qualify the Plan.
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23
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Consent of PricewaterhouseCoopers LLP.
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24
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Powers of Attorney.
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99
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The Registrants 401(k) and Stock Ownership Plan.
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10
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