As filed with the Securities and Exchange Commission on March 7, 2016
Registration No. 333-78379
Registration No. 333-35484
Registration No. 333-99251
Registration No. 333-116062
Registration No. 333-167256
Registration No. 333-182999
Registration No. 333-190826
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-78379
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-35484
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-99251
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-116062
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-167256
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-182999
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190826
STANCORP FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Oregon |
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93-1253576 |
(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification No.) |
1100 SW Sixth Avenue, Portland, Oregon 97204
(Address of principal executive offices)
1999 Employee
Share Purchase Plan
1999 Omnibus Stock Incentive Plan
Amended 2002 Stock Incentive Plan
Standard Insurance Company Home Office Employees Deferred Compensation Plan
(Full Title of the Plans)
Holley Y. Franklin
Vice
President, Corporate Secretary and Associate Counsel
StanCorp Financial Group, Inc.
1100 SW Sixth Avenue
Portland, Oregon 97204
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(971) 321-7000
Copy to:
Nicholas F. Potter
Debevoise & Plimpton LLP
919 Third Avenue
New
York, NY 10022
(212) 909-6459
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 |
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¨ |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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DEREGISTRATION OF SECURITIES
StanCorp Financial Group, Inc., an Oregon corporation (the Company) is filing these Post-Effective Amendments to each of
the following Registration Statements on Form S-8 (collectively, the Registration Statements) to deregister any and all securities that remain unsold under such Registration Statements.
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(1) |
Registration Statement No. 333-78379, filed with the Securities and Exchange Commission (the Commission) on May 13, 1999, pertaining to the registration of 1,000,000 shares of the
Companys common stock, under the Companys 1999 Employee Share Purchase Plan; |
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(2) |
Registration Statement No. 333-35484, filed with the Commission on April 24, 2000, pertaining to the registration of 1,696,371 shares of the Companys common stock, under the Companys 1999 Omnibus
Stock Incentive Plan; |
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(3) |
Registration Statement No. 333-99251, filed with the Commission on September 6, 2002, pertaining to the registration of 1,450,000 shares of the Companys common stock, under the Companys 2002 Stock
Incentive Plan; |
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(4) |
Registration Statement No. 333-116062, filed with the Commission on June 1, 2004, pertaining to the registration of 1,000,000 shares of the Companys common stock, under the Standard Insurance Company
Home Office Employees Deferred Compensation Plan; |
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(5) |
Registration Statement No. 333-167256, filed with the Commission on June 2, 2010, pertaining to the registration of 1,900,000 shares of the Companys common stock, under the Companys Amended 2002
Stock Incentive Plan; |
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(6) |
Registration Statement No. 333-182999, filed with the Commission on August 1, 2012, pertaining to the registration of 1,500,000 shares of the Companys common stock, under the Companys 1999 Employee
Share Purchase Plan; and |
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(7) |
Registration Statement No. 333-190826, filed with the Commission on August 26, 2013, pertaining to the registration of 2,200,000 shares of the Companys common stock, under the Companys Amended 2002
Stock Incentive Plan. |
On March 7, 2016 (the Effective Date), the Company consummated the merger
contemplated by the Agreement and Plan of Merger, dated as of July 23, 2015 (the Merger Agreement), by and among the Company, Meiji Yasuda Life Insurance Company, a seimei hoken sōgo-kaisha organized under the
laws of Japan (Meiji Yasuda), and MYL Investments (Delaware) Inc., a Delaware corporation and wholly-owned subsidiary of Meiji Yasuda (the Merger Sub). Pursuant to the terms of the Merger Agreement,
the Merger Sub merged with and into the Company (the Merger), with the Company surviving the Merger as a privately held, wholly-owned subsidiary of Meiji Yasuda.
As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the
Companys securities pursuant to the Registration Statements. Accordingly, pursuant to the undertaking contained in the Registration Statements 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, the Company is filing these Post-Effective Amendments to deregister all of the securities registered and reserved for issuance under the Registration Statements which remained
unissued as of the Effective Date.
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 of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on March 7,
2016. No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933.
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STANCORP FINANCIAL GROUP, INC. |
Dated: March 7, 2016 |
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/s/ Floyd F. Chadee |
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Floyd F. Chadee |
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Senior Vice President |
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and Chief Financial Officer |
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