Securities Registration (section 12(b)) (8-a12b)
November 06 2018 - 2:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
THE HARTFORD
FINANCIAL SERVICES GROUP, INC.
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Delaware
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13-3317783
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One Hartford Plaza
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Hartford, Connecticut
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06155
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered:
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Name of each exchange on which
each class is to be registered:
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Depositary Shares each representing a 1/1,000th interest in a share of 6.000%
Non-Cumulative
Preferred Stock, Series G, $0.01 par value
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this
form related to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-142044
(if applicable)
Securities to be registered pursuant to Section 12(g) of the
Act: None
Item 1. Description of Registrants Securities to be Registered.
The securities to be registered hereby are depositary shares (the Depositary Shares) representing interests in 6.000%
Non-Cumulative
Preferred Stock, Series G (the Preferred Stock), which is a series of preferred stock of The Hartford Financial Services Group, Inc. (The Hartford). Each Depositary Share
represents a 1/1,000
th
interest in a share of Preferred Stock. The descriptions of the Depositary Shares and the underlying Preferred Stock are contained in The Hartfords Prospectus, dated
July 29, 2016, included in The Hartfords registration statement on Form
S-3
(File
No. 333-212778)
under the captions Description of Depositary
Shares and Description of Capital Stock of The Hartford Financial Services Group, Inc., and The Hartfords Prospectus Supplement with respect to the Depositary Shares, dated October 30, 2018, under the captions
Description of the Depositary Shares and Description of the Series G Preferred Stock, and those sections are incorporated herein by reference. The Depositary Shares are expected to be listed on the New York Stock Exchange.
Item 2. Exhibits.
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Exhibit Number
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Description
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3.1
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Restated Certificate of Incorporation of The Hartford, as filed with the Delaware Secretary of State on October 20, 2014 (incorporated herein by reference to Exhibit 3.1 to The Hartfords Current Report on Form
8-K
filed October 20, 2014).
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3.2
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Certificate of Designations with respect to the 6.000%
Non-Cumulative
Preferred Stock, Series G, of The Hartford, dated October 30, 2018 (incorporated herein by reference to Exhibit 3.1
to The Hartfords Current Report on Form
8-K
filed November 5, 2018).
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3.3
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Amended and Restated
By-Laws
of The Hartford, amended effective July 21, 2016 (incorporated herein by reference to Exhibit 3.1 to The Hartfords Current Report on Form
8-K
filed July 21, 2016).
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4.1
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Deposit Agreement, dated as of November 6, 2018, among The Hartford, The Bank of New York Mellon, as Depositary, and holders from time to time of the Receipts issued thereunder (including form of Depositary Receipt)
(incorporated by reference to Exhibit 4.1 to The Hartfords Current Report on Form
8-K
filed November 6, 2018).
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4.2
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Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.1 above).
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4.3
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Form of 6.000%
Non-Cumulative
Preferred Stock, Series G Stock Certificate (included as Exhibit A to Exhibit 3.2 above).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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THE HARTFORD FINANCIAL SERVICES GROUP, INC.
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Dated: November 6, 2018
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By:
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/s/ Donald C. Hunt
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Name: Donald C. Hunt
Title: Vice President and Corporate Secretary
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