As filed with the Securities and Exchange Commission on May 1, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AFLAC INCORPORATED
(Exact name of registrant as specified in charter)
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Georgia
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58-1167100
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Daniel P. Amos
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Chairman & CEO
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Aflac Incorporated
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Aflac Incorporated
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1932 Wynnton Road
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1932 Wynnton Road
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Columbus, Georgia 31999
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Columbus, Georgia 31999
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(706) 323-3431
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(706) 323-3431
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(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
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Audrey Boone Tillman, Esq.
Executive Vice President &
General Counsel
Aflac
Incorporated
1932 Wynnton Road
Columbus, Georgia 31999
(706) 323-3431
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Brian J. Fahrney, Esq.
Robert A. Ryan, Esq.
Sidley Austin LLP
787
Seventh Ave.
New York, New York 10019
(212) 839-5300
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Morgan J. Hayes, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New
York, New York 10022
(212) 909-6000
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as
determined by market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act), other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 Securities Exchange Act of 1934, as amended (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 each Class of
Securities to be registered
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Amount
to be
Registered
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Proposed
maximum
offering price
per
share(1)
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Proposed
maximum
aggregate
offering price(1)
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Amount of
registration fee(1)
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Common Stock, $0.10 Par Value
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52,300,000 shares of common stock
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$35.90
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$1,877,570,000
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$243,708.59
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(1)
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Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the
high and low prices of the common stock as reported on the New York Stock Exchange on April 24, 2020.
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