As filed with the Securities and Exchange Commission on December 16, 2008
Registration No. 333-81669
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNUM GROUP
(Exact name of Registrant as specified in its charter)
| Delaware | 62-1598430 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1 Fountain Square
Chattanooga, Tennessee 37402
(423) 294-1011
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Provident Companies, Inc. Stock Plan of 1999
Provident Companies, Inc. Non-Employee Director Compensation Plan of 1998
Employee Stock Option Plan of 1998
Amended and Restated Annual Management Incentive Compensation Plan of 1994
(Full title of the Plans)
Susan N. Roth
Unum Group
1 Fountain Square
Chattanooga, Tennessee 37402
(Name and address of agent for service)
(423) 294-1011
(Telephone number, including area code, of agent for service)
With Copies to:
Frank M. Williams, Esq.
Miller & Martin PLLC
Suite 1000, Volunteer Building
832 Georgia Avenue
Chattanooga, Tennessee 37402
(423) 756-6600
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (this “Amendment No. 2”) relates to the Registration Statement on Form S-8 (File No. 333-81669) (the “Registration Statement”) of Unum Group (the “Company”), which was filed with the Securities and Exchange Commission (the “Commission”) on June 28, 1999, and which was amended by Post-Effective Amendment No. 1 (“Amendment No. 1”) filed with the Commission on February 25, 2008. The Registration Statement, among other things, registered 1,095,000 shares of the Company’s common stock, par value $0.10 per share (“Common Stock”) (after giving effect to the reclassification and conversion of each share of common stock of Provident Companies, Inc. (“Provident”) into 0.730 shares of Common Stock pursuant to the Agreement and Plan of Merger, effective as of June 30, 1999, between Provident and UNUM Corporation), for issuance pursuant to the Amended and Restated Annual Management Incentive Compensation Plan of 1994 (the “1994 Plan”). Amendment No. 1, among other things, reduced to 50 the number of shares of Common Stock available for issuance pursuant to the 1994 Plan.
The Company is filing this Amendment No. 2 to further reduce the number of shares of Common Stock that may be issued pursuant to the 1994 Plan. After giving effect to this Amendment No. 2, the number of shares of Common Stock available for issuance under the 1994 Plan shall be 0 shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| 24.1 | Power of Attorney (previously filed) | |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chattanooga, State of Tennessee, on the 16th day of December, 2008.
| UNUM GROUP | ||
| By: | /s/ Thomas R. Watjen | |
| Thomas R. Watjen President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 2 has been signed below by the following persons in the capacities and on the dates indicated:
| Signature |
Title |
Date | ||
| /s/ Thomas R. Watjen Thomas R. Watjen |
President, Chief Executive Officer and Director (principal executive officer) |
December 16, 2008 | ||
| /s/ Robert C. Greving Robert C. Greving |
Executive Vice President, Chief Financial Officer and Chief Actuary (principal financial officer and principal accounting officer) | December 16, 2008 | ||
| * E. Michael Caulfield |
Director | December 16, 2008 | ||
| * Jon S. Fossel |
Director | December 16, 2008 | ||
| * Pamela H. Godwin |
Director | December 16, 2008 | ||
| * Ronald E. Goldsberry |
Director | December 16, 2008 | ||
|
Kevin T. Kabat |
Director | |||
| * Thomas Kinser |
Director | December 16, 2008 | ||
| * Gloria C. Larson |
Director | December 16, 2008 | ||
| * A.S. (Pat) MacMillan, Jr. |
Director | December 16, 2008 | ||
| * Edward J. Muhl |
Director | December 16, 2008 | ||
| * Michael J. Passarella |
Director | December 16, 2008 | ||
| * William J. Ryan |
Director | December 16, 2008 | ||
| *By: |
/s/ Susan N. Roth Susan N. Roth, Attorney-in-Fact |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 24.1 | Power of Attorney (previously filed) | |