As filed with the Securities and Exchange Commission on July 9, 2009

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

KANSAS CITY LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

 

Kansas City Life Insurance Company Savings and Profit Sharing Plan

(Full title of the plan)

 

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.

 

 

CALCULATION OF REGISTRATION FEE

 

 

(1)        Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), such number of shares registered hereby shall include an indeterminate amount of interests to be offered or sold pursuant to the Thirty-First Amendment and Restatement of the Kansas City Life Insurance Company Savings and Profit Sharing Plan.

(2)        Calculated pursuant to Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the amount of the registration fee, on the basis of the average of the high and low prices of the common shares of beneficial interest of Kansas City Life Insurance as reported on the NASDAQ Capital Market, LLC on July 2, 2009.

 

EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8, this registration statement on Form S-8 (“2009 Form S-8”) is being filed by Kansas City Life Insurance (the “Company,” “we,” “us,” “our”) for the purpose of registering additional shares of our common stock, $1.25 par value (“common stock”) and additional plan interests relating to the Thirty-First Amendment and Restatement of the Kansas City Life Insurance Company Savings and Profit Sharing Plan, as amended (the “Plan”) for which securities of the same class were registered on a registration statement on Form S-8 (File No. 333-39714) previously filed and effective on June 20, 2000 (“2000 Form S-8”). Except as otherwise set forth below, this 2009 Form S-8 incorporates by reference the contents of our 2000 Form S-8. This 2009 Form S-8 is being filed to register an additional 1,100,000 shares of the common shares and plan interests subject to issuance under the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by us with the Securities and Exchange Commission (the “SEC”) are hereby incorporated by reference in this Registration Statement:

All documents subsequently filed (other than the portions of those documents furnished or otherwise not deemed to be filed) by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to this 2009 Form S-8 which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this 2009 Form S-8 and to be a part hereof from the date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this 2009 Form S-8 to the extent that the statement modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this 2009 Form S-8.

Item 5. Interests of Named Experts and Counsel.

William Schalekamp, our Senior Vice President, General Counsel and Secretary has provided the legal opinion regarding the legality of our common stock and plan interests. As of July 7, 2009, Mr. Schalekamp owned 8568 shares of our common stock, 7,463 of which were held by the Trustees of the Plan. Mr. Schalekamp has the power to vote all these shares.

 

Item 8. Exhibits.

 

 

Pursuant to Item 8(b) of Part II of Form S-8, we hereby undertake that we will submit or have submitted the Plan and any amendments thereto to the Internal Revenue Service in a timely manner and have made or will make all changes required by the Internal Revenue Service in order to qualify the Plan.

 

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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on this 9th day of July, 2009.

 

KANSAS CITY LIFE INSURANCE COMPANY,

(Registrant)

 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

 

 

Exhibit Index