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As filed with the Securities and Exchange Commission on September 24, 2010
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The Chubb Corporation
(Exact name of registrant as specified in its charter)
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New Jersey
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13-2595722 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
15 Mountain View Road
Warren, New Jersey 07059
(Address of Principal Executive Offices)
Capital Accumulation Plan of The Chubb Corporation
(Full title of the Plan)
Maureen A. Brundage
Executive Vice President and General Counsel
The Chubb Corporation
15 Mountain View Road
Warren, New Jersey 07059
(Name and Address of agent for service)
(908) 903-2000
(Telephone number, including area code, for agent for service)
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. (Check one):
Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed maximum |
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Title of securities |
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Amount to be |
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maximum offering |
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aggregate offering |
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Amount of |
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to be registered (1) |
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registered |
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price per unit |
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price |
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registration fee |
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Common Stock, par
value $1.00 per
share |
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2,000,000 shares |
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$57.76 |
(2) |
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$115,520,000 |
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$8,236.58 |
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(1) |
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This Registration Statement on Form S-8 also covers (i) pursuant to Rule 416(a) under the
Securities Act of 1933, as amended (the Securities Act), any additional shares of common
stock of The Chubb Corporation (Common Stock) that become issuable under the Capital
Accumulation Plan of The Chubb Corporation (the Plan) by reason of any stock dividend, stock
split, or other similar transaction and (ii) pursuant to Rule 416(c) under the Securities Act,
an indeterminate amount of interests to be offered or sold pursuant to the Plan. |
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(2) |
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Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, solely for the
purpose of computing the registration fee, based on the average of the high and low prices
reported for a share of Common Stock on the New York Stock Exchange on September 21, 2010. |
EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of registering an additional
2,000,000 shares of common stock of The Chubb Corporation (Common Stock) to be sold pursuant to
the Capital Accumulation Plan of The Chubb Corporation (the Plan). In accordance with
Section E of the General Instructions to Form S-8, the Registration Statement on Form S-8
previously filed with the Securities and Exchange Commission (the
Commission) relating to the Plan (Registration Statement No. 333-135011)
is incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by The Chubb Corporation (the Registrant) with the Commission pursuant to the Securities Exchange Act of 1934, as amended
(the Exchange Act), and the Plan are incorporated by reference in this Registration Statement:
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a. |
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The Registrants Annual Report on Form 10-K for the fiscal year ended
December 31, 2009; |
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b. |
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All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the annual report
referred to in a. above; |
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c. |
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The description of the Common Stock contained in the
Registrants Form 8-A filed February 2, 1984, including any amendments or supplements
thereto; and |
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d. |
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The Plans Annual Report on Form 11-K for the fiscal year ended December 31,
2009. |
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such documents.
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Any statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein (or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
An Exhibit Index, containing a list of all exhibits filed with this Registration Statement, is
included on page E-1.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended (the
Securities Act), 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 Warren, New
Jersey on September 24, 2010.
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THE CHUBB CORPORATION
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/s/ W. Andrew Macan
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By: W. Andrew Macan |
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Vice President and Secretary |
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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
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Signatures |
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Date |
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/s/ John D. Finnegan
John D. Finnegan
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Chairman, President and
Chief Executive Officer
(Principal Executive
Officer)
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September 24, 2010 |
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/s/ Richard G. Spiro
Richard G. Spiro
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Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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September 24, 2010 |
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/s/ John J. Kennedy
John J. Kennedy
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Senior Vice President and
Chief Accounting Officer
(Principal Accounting
Officer)
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September 24, 2010 |
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Signatures |
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Title |
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Date |
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Director
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September 24, 2010 |
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Director
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September 24, 2010 |
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Director
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September 24, 2010 |
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Director
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September 24, 2010 |
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Director
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September 24, 2010 |
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Director
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September 24, 2010 |
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Director
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September 24, 2010 |
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/s/ *
Karen Hastie Williams
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Director
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September 24, 2010 |
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Director
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September 24, 2010 |
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Director
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September 24, 2010 |
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* By: |
/s/ W. Andrew Macan
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W. Andrew Macan, Attorney-in-Fact |
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The Plan. Pursuant to the requirements of the Securities Act, the Retirement Investment Committee
of the Plan has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Warren, New Jersey on September 24, 2010.
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CAPITAL ACCUMULATION PLAN OF THE CHUBB CORPORATION
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By: |
/s/ Steven M. Versaggi
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Steven M. Versaggi |
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Chairman of Retirement Investment Committee |
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Index to Exhibits
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Exhibit No. |
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Description of Exhibit |
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23
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Consent of Ernst & Young LLP (filed herewith). |
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Powers of Attorney for the directors of The Chubb Corporation in their capacity as directors (filed herewith). |
E-1