As filed with the Securities and Exchange Commission on November 16, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CITIZENS, INC.
(Exact
name of registrant as specified in its charter)
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COLORADO
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84-0755371
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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2900 Esperanza Crossing, 2
nd
Floor
Austin, Texas 78758
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Geoffrey M. Kolander
President and Chief Executive Officer
2900 Esperanza Crossing, 2nd Floor
Austin, Texas 78758
Phone:
(512)
837-7100
(Name, address, including zip code, and telephone number, including area code
of agent for service)
Copies to:
Alan L.
Dye
G. Allen Hicks
Hogan Lovells US LLP
555
Thirteenth Street, NW
Washington, DC 20004
Phone: (202)
637-5600
Approximate date of commencement of proposed sale to public:
As soon as practicable on or after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form
is a post-effective amendment to a registration statement pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Calculation of
Registration Fee
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Title of each class of
securities to be registered
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Amount to be
registered
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Proposed maximum
offering price
per share
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Proposed
maximum aggregate
offering price
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Amount of
registration fee
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Class A Common Stock, No Par Value
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11,300,000 (1)
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$7.73 (2)
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$87,349,000
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$10,587 (3)
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933 (the Securities Act), this registration
statement also covers an indeterminate number of additional shares of the Registrants Class A common stock as may be issued as a result of adjustments by reason of any stock split, stock dividend or similar transaction.
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(2)
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Estimated pursuant to Rule 457(c) solely for the purposes of calculating the registration fee based upon the
average of the high and low sales prices of the Registrants Class A common stock as reported on the New York Stock Exchange on November 14, 2018, which is within five days prior to the filing of the Registration Statement.
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(3)
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Calculated by multiplying the proposed aggregate offering price of the securities being registered by .0001212.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.