Securities Registration: Employee Benefit Plan (s-8)
13 Maio 2021 - 5:47PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 13, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ASSURANT, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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39-1126612
(I.R.S. Employer
Identification No.)
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Assurant, Inc.
28 Liberty Street, 41st Floor
New York, New York
(Address of Principal Executive Offices)
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10005
(Zip Code)
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Assurant, Inc. 2017 Long Term Equity Incentive Plan, as amended
(Full title of the plan)
Jay E.
Rosenblum
Executive Vice President and Chief Legal Officer
Assurant, Inc.
28
Liberty Street, 41st Floor
New York, New York 10005
(212) 859-7000
(Name, address, including zip code, and 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, 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 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
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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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Common Stock, $0.01 par value per share
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900,000 (1)
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$157.88 (2)
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$142,092,000 (2)
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$15,502.24 (2)
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(1)
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Includes an aggregate of 900,000 additional shares of Common Stock to be issued pursuant to the grant or
exercise of awards under the Assurant, Inc. 2017 Long Term Equity Incentive Plan, as amended (the Plan), including additional shares that may become issuable in accordance with the adjustment and anti-dilution provisions of the Plan.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and
457(h), based on the $157.88 per share average of the high and low sales prices of the Common Stock on the New York Stock Exchange on May 11, 2021.
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EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 (this Registration Statement) is being filed for the purpose of registering an additional 900,000 shares of Common Stock, $0.01 par value per share (Common Stock), of Assurant, Inc. (the
Company) to be issued pursuant to the grant or exercise of awards under the Assurant, Inc. 2017 Long Term Equity Incentive Plan, as amended, which was further amended on May 13, 2021 to increase the available share reserve
thereunder by 900,000 shares of Common Stock (as amended, the Plan). The shares of Common Stock registered hereby are of the same class as the 1,500,000 shares of Common Stock previously registered on an effective Registration Statement
on Form S-8 filed with the Securities and Exchange Commission (the SEC) on May 12, 2017 (File No. 333-217940) (the 2017 Registration
Statement) and the 550,000 shares of Common Stock previously registered on an effective Registration Statement on Form S-8 filed with the SEC on May 8, 2019 (File
No. 333-231274) (the 2019 Registration Statement and, together with the 2017 Registration Statement, the Existing Registration Statements) and the contents of the Existing Registration
Statements are incorporated by reference herein and made a part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 5.
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Interests of Named Experts and Counsel.
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Davis Polk & Wardwell LLP has given a legal opinion as to the validity of the securities being registered.
The following exhibits are filed with this Registration Statement:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Assurant, Inc., 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on May 13, 2021.
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ASSURANT, INC.
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By:
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/s/ Alan B. Colberg
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Alan B. Colberg
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President and Chief Executive Officer
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Exhibit 24.1
ASSURANT, INC.
POWER OF ATTORNEY
The undersigned directors of Assurant, Inc., a Delaware corporation (the Company), hereby
constitute and appoint Alan B. Colberg, Richard S. Dziadzio, Jay E. Rosenblum and Dimitry DiRienzo, and each of them severally, the individuals true and lawful
attorneys-in-fact and agents, with power to act with or without the other, and with full power of substitution and resubstitution, for the person and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange Commission. The undersigned hereby grants to said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons
in the capacities indicated on May 13, 2021.
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Signature
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Title
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/s/ Alan B. Colberg
Alan B. Colberg
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ Richard S. Dziadzio
Richard S. Dziadzio
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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/s/ Dimitry DiRienzo
Dimitry DiRienzo
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Senior Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
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/s/ Elaine D. Rosen
Elaine D. Rosen
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Non-Executive Board Chair and Director
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/s/ Paget L. Alves
Paget L. Alves
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Director
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/s/ J. Braxton Carter
J. Braxton Carter
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Director
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/s/ Juan N. Cento
Juan N. Cento
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Director
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/s/ Harriet Edelman
Harriet Edelman
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Director
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/s/ Lawrence V. Jackson
Lawrence V. Jackson
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Director
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/s/ Jean-Paul L. Montupet
Jean-Paul L. Montupet
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Director
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/s/ Debra J. Perry
Debra J. Perry
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Director
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/s/ Ognjen (Ogi) Redzic
Ognjen (Ogi) Redzic
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Director
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/s/ Paul J. Reilly
Paul J. Reilly
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Director
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/s/ Robert W. Stein
Robert W. Stein
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Director
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