aflac.htm

 
As filed with the Securities and Exchange Commission on November 26, 2008
 
 Registration No. 333-155678            
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Aflac Incorporated
(Exact name of registrant as specified in its charter)
 
     
Georgia
(State or other jurisdiction of incorporation or organization)
  
58-1167100
(I.R.S. Employer Identification Number)
 
 
1932 Wynnton Road
Columbus, Georgia 31999
(706) 323-3431
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Daniel P. Amos
Chairman and Chief Executive Officer
Aflac Incorporated
1932 Wynnton Road
Columbus, Georgia 31999
(706) 323-3431
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Michael P. Rogan, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, DC 20005
 
Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement, in connection with the Plan as defined herein.
 
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
 
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
 
            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. o
 
            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. o
 
            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 Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
 
            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. o
 
            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    x
  
Accelerated filer    o
  
Non-accelerated filer   o
(Do not check if a smaller reporting company)
  
Smaller reporting company   o

 
CALCULATION OF REGISTRATION FEE CHART
 
 
Title of Each Class of Securities to be Registered
  
Amount to be
registered(1)
  
Proposed Maximum
Offering
Price Per
Unit(2)
  
Proposed
Maximum
Aggregate
Offering Price
  
Amount of
Registration Fee(2)
                 
Common Stock, $0.10 par value per share
  
6,000,000 Shares
  
$ 32.22
  
$ 193,320,000
  
$ 7,597.48
 
 
 
 
(1)  The shares may be sold, from time to time, by the Registrant, pursuant to the AFL Stock Plan: A Direct Stock Purchase and Dividend Reinvestment Plan (the "Plan"). This Registration Statement shall also cover any additional shares of common stock that become issuable under the Plan by reason of any stock dividend, stock split or similar transaction or as a result of other anti-dilution provisions, pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act").
 
(2)  Calculated pursuant to Rule 457(c) under the Securities Act on the basis of the average of the high and low prices of Aflac Incorporated’s common stock as reported on the consolidated reporting system of the New York Stock Exchange on November 21, 2008.
 
2
 
EXPLANATORY STATEMENT

This Post-Effective Amendment No. 1 to Registration Statement (File No. 333-155678) is being filed by Aflac Incorporated for the purpose of revising footnote 2 to the Calculation of Registration Fee Chart to reflect a correction to the date used for calculating the registration fee.  No changes have been made to the prospectus included in Part I or to any other sections of the Registration Statement and accordingly they have been omitted.  This Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission.
 
 
 

 
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-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Georgia, on November 26, 2008.

   
Aflac Incorporated
  
       
       
Dated: November 26, 2008
  
By:
 /s/ Daniel P. Amos  
      Daniel P. Amos  
      Chief Executive Officer and Chairman of the Board of Directors  
       


SIGNATURES
 
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.

Signature
  
Title
  
Date
         
/s/ Daniel P. Amos
        
Daniel P. Amos
 
  
Chief Executive Officer and Chairman of the Board
  
November 26, 2008
*
        
Kriss Cloninger III
 
  
President, Chief Financial Officer, Treasurer and Director
 
  
November 26, 2008
*
        
Martin A. Durant III
  
Executive Vice President, Deputy Chief Financial Officer
 
  
November 26, 2008
*
        
J. Shelby Amos II
 
  
Director
  
November 26, 2008
 
        
Paul S. Amos II
 
  
Director
  
November 26, 2008
*
        
Yoshiro Aoki
 
  
Director
  
November 26, 2008
*
        
 Michael H. Armacost
 
  
Director
  
November 26, 2008
*
        
Joe Frank Harris
 
  
Director
  
November 26, 2008
*
        
Elizabeth J. Hudson
 
  
Director
  
November 26, 2008
*
        
Kenneth S. Janke, Sr.
 
  
Director
  
November 26, 2008
*
        
Douglas W. Johnson
 
  
Director
  
November 26, 2008
*
        
Robert B. Johnson
 
  
Director
  
November 26, 2008
*
        
Charles B. Knapp
 
  
Director
  
November 26, 2008
*
        
E. Stephen Purdom
 
  
Director
  
November 26, 2008
*
        
Barbara K. Rimer
 
  
Director
  
November 26, 2008
*
        
Marvin R. Schuster
 
  
Director
  
November 26, 2008
*
        
David G. Thompson
 
  
Director
  
November 26, 2008
*
        
Robert L. Wright
  
Director
  
November 26, 2008
         
 
 
*By:   /s/ Joey Loudermilk       
Name: Joey Loudermilk
Attorney-in-fact