As filed with the Securities and Exchange Commission on May 21, 2021
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact name of registrant as specified in its charter)
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Missouri
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43-1627032
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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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16600 Swingley Ridge Road
Chesterfield, Missouri
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63017-1706
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(Address of Principal Executive Offices)
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(Zip Code)
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Reinsurance Group of America, Incorporated Flexible Stock Plan, as amended effective May 19, 2021;
Reinsurance Group of America, Incorporated Flexible Stock Plan for Directors, as amended effective May 19, 2021; and
Reinsurance Group of America, Incorporated Phantom Stock Plan for Directors, as amended and restated effective May 19, 2021
(Full title of the plan)
Clifford R. Jenks
Senior Vice President, Corporate and Securities Counsel
Reinsurance Group of America, Incorporated
16600 Swingley Ridge Road
Chesterfield, Missouri 63017-1706
(Name and address of agent for service)
(636) 736-7000
(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, 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 check mark 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 Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common Stock, par value $0.01 per share
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1,550,000
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$124.07
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$192,308,500
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$20,980.86
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(1)
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Includes (a) 1,500,000 additional shares of Common Stock that may be issued under the Reinsurance Group of
America, Incorporated Flexible Stock Plan, as amended effective May 19, 2021 (the Plan), (b) 25,000 additional shares of Common Stock that may be issued under the Reinsurance Group of America, Incorporated Flexible Stock Plan for
Directors, as amended effective May 19, 2021 (the Director Plan), and (c) 25,000 additional shares of Common Stock that may be issued under the Reinsurance Group of America, Incorporated Phantom Stock Plan for Directors, as amended
and restated effective May 19, 2021 (the Phantom Plan). This Registration Statement also covers such additional shares of the Registrants Common Stock as may be issuable pursuant to anti-dilution provisions of the Plan, the
Director Plan and the Phantom Plan. Pursuant to Rule 416(a) of the Securities Act, this Registration Statement also covers any additional shares of the Registrants Common Stock that become issuable under such plans by reason of any stock
split, stock dividend or other similar transaction.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under
the Securities Act of 1933, as amended (the Securities Act), and based upon the average of the high and low reported market prices of the Registrants Common Stock on May 19, 2021.
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