Form S-8 AETNA INC /PA/

As filed with the Securities and Exchange Commission on August 2, 2016

 

Registration No. 333-_______

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

________________________

 

FORM S-8 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

________________________

 

	AETNA INC.  (Exact name of registrant as specified in its charter)
Pennsylvania (state or other jurisdiction of  incorporation or organization)		23-2229683 (I.R.S. Employer Identification No.)
	151 Farmington Avenue  Hartford, CT 06156 (860) 273-0123    (Address of Principal Executive Offices)

AETNA INC. 

2016 EMPLOYEE STOCK PURCHASE PLAN 

(Full title of the plan) 

________________________

 Judith H. Jones

 Vice President and Corporate Secretary

Aetna Inc.

 151 Farmington Avenue

Hartford, CT 06156

 

(Name and address of agent for service)

 

 

Telephone number, including area code, of agent for service: (860) 273-0123

 

Copy to: 

Melinda Westbrook, Assistant Corporate Secretary 

Aetna Inc. 

151 Farmington Avenue 

Hartford, CT 06156

 

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.

 

Large accelerated filer  þ		Accelerated filer                  ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)		Smaller reporting company ¨

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock (par value $0.01 per share)	5,000,000	$114.96	$574,800,000.00	$57,882.36

 

(1)

Plus an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 

(2)

Estimated solely for purposes of calculating the registration fee and are based on the average of high and low prices of the Common Stock on the New York Stock Exchange on August 1, 2016, in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended.

 

 

Item 3.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 

Aetna Inc. (the “Company” or the “Registrant”) hereby incorporates by reference the following documents:

 

(a)

The Company’s annual report on Form 10-K filed on February 19, 2016 and any amendment thereto; and

  

(b)

All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Form 10-K referred to above, including the quarterly reports on Form 10-Q filed on April 28, 2016 and August 2, 2016; and

 

(c)

The description of securities contained in the Company’s registration statement on Form 10 filed on September 1, 2000, and any amendments thereto, including amendment No. 1 filed on October 18, 2000 and amendment No. 2 filed on December 1, 2000.

 

 

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document all or a portion of which is 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 or is 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 amended, to constitute a part of this Registration Statement.

 

Item 4.

DESCRIPTION OF SECURITIES

 

Not applicable.

 

Item 5.

INTERESTS OF NAMED EXPERTS AND COUNSEL

 

None.

 

Item 6.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

The Pennsylvania Business Corporation Law (“Business Corporation Law”) provides, in general, that a corporation may indemnify any person, including its directors, officers and employees, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than actions by or in the right of the corporation) by reason of the fact that he or she is or was a representative of, or was serving at the request of the corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, employee benefit plan or other enterprise, against express (including attorneys’ fees), judgments, fines and amounts paid in settlement actually reasonably incurred by him or her in connection with the action or proceeding unless the court determines that the act or failure to act giving rise to the claim for indemnification constituted willful misconduct or recklessness. The Business Corporation Law permits similar indemnification in the case of actions by or in the right of the corporation. In any case, to the extent that a representative of the corporation has been successful on the merits or otherwise in defense of any claim, issue or matter, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith. The Business Corporation Law also provides that the indemnification permitted or required by the law is not exclusive of any other rights to which a person seeking indemnification may be entitled, provided that indemnification may not be made in any case where the act is determined by a court to have constituted willful misconduct or recklessness. The Business Corporation Law also provides that a corporation may pay expenses (including attorneys’ fees), incurred by a party in an action subject to indemnification in advance of the final disposition of the action upon receipt of an undertaking by the party on whose behalf such expenses are paid to repay all amounts to the corporation in the event it is ultimately determined that the party is not entitled to be indemnified. Aetna’s Articles require indemnification of its directors and officers, and the advancement of expenses, to the fullest extent permitted by the Business Corporation Law (except with respect to the claims against the corporation commenced by such a party) and permit, by action of the Board, indemnification of, and advancement of expenses to, employees and agents of Aetna as determined by the Board of Directors in a particular case.

 

Aetna maintains insurance coverage for its directors and officers against certain liabilities which might be incurred in connection with the performance of their duties.

 

Item 7.

EXEMPTION FROM REGISTRATION CLAIMED

 

Not applicable.

 

Item 8.

EXHIBITS

 

The following is a complete list of exhibits filed as part of this Registration Statement:

 

Exhibit No.
4.1	Amended and Restated Articles of Incorporation of Aetna Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K filed on June 4, 2014)*
4.2	Amended and Restated By-Laws of Aetna Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed on June 4, 2014)*
4.3	Form of Aetna Inc. Common Share certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Amendment No. 2 to Registration Statement on Form 10 filed on December 1, 2000)*
4.4	Aetna Inc. 2016 Employee Stock Purchase Plan
5.1	Opinion of Drinker Biddle & Reath
15.1	Letter from KPMG LLP, Independent Registered Public Accounting Firm of Aetna Inc., acknowledging awareness of the use of reports dated April 28, 2016, and August 2, 2016, related to their review of interim financial information
23.1	Consent of Drinker Biddle & Reath (included in Exhibit 5.1)
23.2	Consent of KPMG LLP
24.1	Power of Attorney

 

 

Item 9.

UNDERTAKINGS

 

(a)

The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “1933 Act”);

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this Registration Statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

(2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's Annual Report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Hartford, Connecticut, on the 2^nd day of August, 2016.

 

AETNA INC.

 

By: /s/ Shawn M. Guertin

Name: Shawn M. Guertin

Title: Executive Vice President, Chief Financial Officer and Chief Enterprise Risk Officer

 

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

 

Signature		Title	Date
/s/ Fernando Aguirre*		Director	August 2, 2016
Fernando Aguirre
/s/ Frank M. Clark*		Director	August 2, 2016
Frank M. Clark
/s/ Betsy Z. Cohen*		Director	August 2, 2016
Betsy Z. Cohen
/s/ Molly J. Coye, M.D.*		Director	August 2, 2016
Molly J. Coye, M.D.
/s/ Roger N. Farah*		Director	August 2, 2016
Roger N. Farah
/s/ Jeffrey E. Garten*		Director	August 2, 2016
Jeffrey E. Garten
/s/ Ellen M. Hancock*		Director	August 2, 2016
Ellen M. Hancock
/s/ Richard J. Harrington*		Director	August 2, 2016
Richard J. Harrington
/s/ Edward J. Ludwig*		Director	August 2, 2016
Edward J. Ludwig
/s/ Joseph P. Newhouse*		Director	August 2, 2016
Joseph P. Newhouse
/s/ Olympia J. Snowe*		Director	August 2, 2016
Olympia J. Snowe
/s/ Mark T. Bertolini*		Director, Chairman and CEO	August 2, 2016
Mark T. Bertolini
/s/ Shawn M. Guertin		Executive Vice President, Chief Financial Officer and Chief Enterprise Risk Officer	August 2, 2016
Shawn M. Guertin
/s/ Sharon A. Virag		Vice President, Controller and Chief Accounting Officer	August 2, 2016
Sharon A. Virag

*By: /s/ Judith H. Jones (attorney in fact)

 

INDEX TO EXHIBITS

 

Exhibit Number	Exhibit	Sequentially Numbered Page
4.1	Amended and Restated Articles of Incorporation of Aetna Inc., (incorporated by reference to Exhibit 3.1 of the Registrant's Form 8-K filed on June 4, 2014)	*
4.2	Amended and Restated By-Laws of Aetna Inc., (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed on June 4, 2014)	*
4.3	Form of Aetna Inc. Common Share certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Amendment No. 2 to Registration Statement on Form 10 filed on December 1, 2000)	*
4.4	Aetna Inc. 2016 Employee Stock Purchase Plan
5.1	Opinion of Drinker Biddle & Reath
15.1	Letter from KPMG LLP, Independent Registered Public Accounting Firm of Aetna Inc., acknowledging awareness of the use of reports dated April 28, 2016, and August 2, 2016, related to their review of interim financial information
23.1	Consent of Drinker Biddle & Reath (included in Exhibit 5.1)
23.2	Consent of KPMG LLP
24.1	Power of Attorney

 

 

Exhibit 4.4 

Approved by Shareholders: May 20, 2016

 

AETNA INC. 

2016 EMPLOYEE STOCK PURCHASE PLAN

 

1. Purpose of the Plan. The purpose of the Plan is to provide employment incentive through a capital accumulation opportunity, link employee and shareholder interests, and provide an opportunity for employees of the Company and its Participating Subsidiaries to purchase Common Stock through payroll deductions.

 

2. Definitions.

 

“Board” means the Company's Board of Directors.

 

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

 

“Change-in-Control” means the happening of any of the following:

 

(i) When any “person” as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as used in Sections 13(d) and 14(d), including a “group” as defined in Section 13(d) of the Exchange Act but excluding the Company and any Subsidiary thereof and any employee benefit plan sponsored or maintained by the Company or any Subsidiary (including any trustee of such plan acting as trustee), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, as amended from time to time), of securities of the Company representing 20 percent or more of the combined voting power of the Company's then outstanding securities;

 

(ii) When, during any period of 24 consecutive months, the individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason other than death to constitute at least a majority thereof, provided that a Director who was not a Director at the beginning of such 24-month period shall be deemed to have satisfied such 24-month requirement (and be an Incumbent Director) if such Director was elected by, or on the recommendation of or with the approval of, at least two-thirds of the Directors who then qualified as Incumbent Directors either actually (because they were Directors at the beginning of such 24-month period) or by prior operation of this paragraph (ii); or

 

(iii) The occurrence of a transaction requiring shareholder approval for the acquisition of the Company by an entity other than the Company or a Subsidiary through purchase of assets, or by merger, or otherwise.

 

Notwithstanding the foregoing, in no event shall a “Change-in-Control” be deemed to have occurred (i) as a result of the formation of a Holding Company, or (ii) with respect to any Employee, if such Employee is part of a “group”, within the meaning of Section 13(d)(3) of the Exchange Act as in effect on the effective date, which consummates the Change-in-Control transaction. In addition, for purposes of the definition of “Change-in-Control” a person engaged in business as an underwriter of securities shall not be deemed to be the “beneficial owner” of, or to “beneficially own,” any securities acquired through such person's participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition.

 

“Committee” means the Board's Committee on Compensation and Talent Management or such other committee of the Board designated by the Board to administer the Plan.

 

“Common Stock” means the common shares, $.01 par value, of the Company.

 

“Company” means Aetna Inc., a Pennsylvania corporation.

 

“Compensation” means annual base salary during a Purchase Period and does not include any bonus, severance or overtime payment, disability payment, contributions to an employee benefit plan or other similar payment or contribution.

 

“Continuous Status as an Employee” means the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of (i) sick leave, (ii) military leave, (iii) any other leave of absence approved by the Company, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time, or (iv) transfers between locations of the Company or between the Company and its Participating Subsidiaries.

 

“Employee” means any person, including an officer, who is an employee of the Company or one of its Participating Subsidiaries for tax purposes and who is employed at least twenty-one (21) days prior to the Grant Date of an Offering (or such shorter period as the Company, in its sole discretion, may determine).

 

“Expiration Date” means the last day of an Offering as designated by the Committee, which, in any event, shall not be more than twenty-seven (27) months after the Grant Date.

 

“Fair Market Value” shall mean on any date, with respect to a share of Common Stock, the closing price of a share of Common Stock as reported by the Consolidated Tape of New York Stock Exchange Listed Shares on such date, or, if no shares were traded on such Exchange on such date, on the next date on which the Common Stock is traded.

 

“Holding Company” means an entity that becomes a holding company for the Company or its business as part of any reorganization, merger, consolidation or other transaction, provided that the outstanding shares of common stock of such entity and the combined voting power of the then outstanding voting securities of such entity entitled to vote generally in the election of directors is, immediately after such reorganization, merger, consolidation or other transaction, beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the outstanding shares of common stock and the combined voting power of the outstanding voting securities, respectively, of the Company immediately prior to such reorganization, merger, consolidation or other transaction in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation or other transaction, of such outstanding voting stock.

 

“Grant Date” means the first business day of each Purchase Period of the Plan.

 

“Offering” means the grant of Purchase Rights under the Plan.

 

“Participating Subsidiary” means the Subsidiaries that have been designated by the Committee or the Board from time to time in its sole discretion as eligible to participate in one or more Offerings under the Plan; provided however that the Board shall only have the discretion to designate Subsidiaries if the grant of Purchase Rights to such Subsidiary Employees pursuant to the Plan would not cause the Company to incur material adverse accounting charges.

 

“Plan” means the Aetna Inc. 2016 Employee Stock Purchase Plan, a plan intended to qualify under Section 423 of the Code, as amended from time to time.

 

“Purchase Period” means the period of an Offering beginning on the Grant Date and ending on the Expiration Date.

 

“Purchase Rights” means rights to purchase shares of Common Stock under the Plan on the terms or conditions set forth herein and as determined by the Committee as provided hereunder.

 

“Subsidiary” means any company in an unbroken chain of companies beginning with (and including) the

 

Company in which each company other than the last company in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other companies in such chain.

 

3. Administration of the Plan. The Committee shall administer the Plan. The Committee shall have full power and authority to construe and interpret the Plan and may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best. Decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its shareholders and its employees.

 

The Committee may in its sole discretion determine from time to time that the Company shall grant Purchase Rights under an Offering to all of the then eligible Employees, provided, however, that it shall be under no obligation to do so.

 

4. Participation in the Plan. The individuals who shall be eligible to receive grants of Purchase Rights under an Offering shall be all Employees of the Company or of any Participating Subsidiary who are so employed by the Company or Participating Subsidiary on the Grant Date of such Offering; provided, however, that no individual shall be eligible to effect a purchase under an Offering if immediately thereafter and after giving effect thereto, the aggregate value or voting power of all shares of stock of the Company and any Subsidiary then owned by such individual, either directly or indirectly, within the meaning of the applicable sections of the Code and including all shares of stock with respect to which such individual holds options, would equal or exceed in the aggregate 5% of the total value or combined voting power of all classes of stock of the Company or any Subsidiary.

 

5. Stock.

 

(a) The stock subject to an Offering shall be authorized but unissued shares of Common Stock. Subject to adjustment in accordance with the provisions of Section 11(f) hereof, the total number of shares of Common Stock which may be the subject of Offerings under the Plan shall not exceed in the aggregate 5,000,000 shares.

 

(b) In the event that any shares of Common Stock, which are the subject of an Offering, are not purchased, such unpurchased shares of Common Stock may again be available for subsequent Offerings.

 

6. Number of Shares That an Employee May Purchase.

 

(a) An eligible Employee may elect to purchase through payroll deductions under an Offering a number of whole shares of Common Stock determined by the Committee from time to time.

 

(b) The number of whole shares of Common Stock that a participating Employee may purchase on the Expiration Date shall be determined by dividing such Employee's contributions accumulated prior to such Expiration Date and retained in such Employee's account as of the Expiration Date by the applicable purchase price; provided, however, that such purchase shall be subject to the limitations set forth in this Section 6.

 

(c) The maximum number of shares that each eligible Employee may purchase under an Offering equals $25,000 divided by the Fair Market Value of a share of Common Stock on the first day of the Offering.

 

(d) Notwithstanding the foregoing provisions of the Plan, no eligible Employee may elect to purchase under Offerings in any single calendar year a number of whole shares of Common Stock which, together with all other shares in the Company and Subsidiaries which the Employee may be entitled to purchase in such year pursuant to an Offering and under any other employee stock purchase plan, as defined in Section 423 of the Code, has an aggregate Fair Market Value (measured in each case as of the Grant Date) in excess of $25,000.

 

7. Participation.

 

(a) An eligible Employee may become a participant in the Plan by completing a subscription agreement and any other required documents provided by the Company and submitting them in the form and manner designated by

 

the Company.

 

(b) Unless otherwise determined by the Company, payroll deductions in respect of an Offering shall commence on the first full payroll period beginning on or after the Grant Date of such Offering and shall end on the last payroll period ending prior to the Expiration Date of such Offering, unless such deductions are sooner terminated by the participating Employee as provided in Section 10.

 

8. Method of Payment of Contributions.

 

(a) A participating Employee shall elect to have payroll deductions made on each payday during the Offering in whole percentages from one percent (1%) to, and not exceeding, ten percent (10%) of such participating Employee's Compensation during the Offering. All payroll deductions made by a participating Employee shall be credited to his or her account under the Plan. A participating Employee may not make any additional payments into such account.

 

(b) A participating Employee may discontinue his or her participation in the Plan as provided in Section 10.

 

(c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 6 hereof, the Company may cause a participant's payroll deductions to be decreased in respect of an Offering year to zero percent (0%).

 

9. Exercise of Purchase Rights. Unless a participating Employee withdraws from an Offering or terminates his or her Continuous Status as an Employee as provided in Section 10 prior to the Expiration Date of an Offering, his or her right to purchase whole shares in any Offering will be exercised automatically on each Expiration Date of an Offering, and the maximum number of whole shares subject to the Purchase Right will be purchased at the applicable purchase price with the accumulated contributions in his or her account.

 

10. Voluntary Withdrawals; Termination of Employment.

 

(a) A participating Employee may withdraw all but not less than all the contributions credited to his or her account under the Plan at any time prior to the Expiration Date of an Offering by notifying the Company in the form and manner designated by the Company. All of the participating Employee's contributions credited to his or her account will be paid to him or her not later than sixty (60) days after receipt of his or her notice of withdrawal and his or her Purchase Right for the then current Offering will be automatically terminated, and no further contributions by such Employee for the purchase of Common Stock will be permitted or made during such Offering.

 

(b) Upon termination of a participating Employee's Continuous Status as an Employee prior to the Expiration Date of an Offering for any reason, whether voluntary or involuntary, including retirement or death, the contributions credited to his or her account will be returned to him or her or, in the case of his or her death, to the Employee's estate, and his or her Purchase Right will be automatically terminated.

 

(c) A participating Employee's voluntary withdrawal from an Offering will not have any effect upon his or her eligibility to participate in a succeeding Offering or in any similar plan that may hereafter be adopted by the Company.

 

11. Terms and Conditions of Offerings.

 

(a)

General:

 

The Offerings shall be in such form as the Committee shall from time to time approve, and shall contain such terms and conditions as the Committee shall prescribe not inconsistent with the Plan.

 

(b)

Purchase Price:

 

The purchase price per share of shares covered by Purchase Rights will be established by the Committee for each Offering, but in no event will the purchase price per share of shares covered by Purchase Rights be less than 85% of the lower of (i) the Fair Market Value of a share of Common Stock on the Grant Date and (ii) the Fair Market Value of a share of Common Stock on the Expiration Date.

 

(c)

Term of Offerings:

 

Each Offering shall commence on the Grant Date and terminate, subject to earlier termination by the Committee, on the Expiration Date.

 

(d)

Employee's Purchase Directions:

 

Each Offering shall provide that the participating Employee at the conclusion of the Purchase Period may purchase all of the whole shares which are covered by Purchase Rights purchasable in such Offering with the contributions credited to such Employee's account unless such Employee shall, in the manner provided for in the Offering, notify the Company as set forth in Section 10 that the Employee does not desire to purchase any of such shares.

 

(e)

Change-in-Control:

 

Upon a Change-in-Control, the Expiration Date shall be deemed to have occurred immediately prior to such Change-in-Control and, unless an Employee shall have withdrawn from the Offering as provided in Section 10, all then outstanding Purchase Rights shall be deemed to have been exercised on such Expiration Date as provided in Section 9.

 

(f)

Adjustments:

 

In the event that the Committee shall determine that any stock dividend, stock split, reverse stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, offering to purchase Common Stock at a price substantially below Fair Market Value, or other similar event affects the Common Stock such that an adjustment is required in order to preserve or prevent an enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in its sole discretion, and in such manner as the Committee may deem equitable, adjust any or all of (1) the number and kind of shares which thereafter may be made the subject of Offerings under the Plan, (2) the number and kind of shares subject to outstanding Offerings and (3) the purchase price with respect to any of the foregoing and/or, if deemed appropriate, make provision for a cash payment to a person who has outstanding Purchase Rights; provided, however, that the number of shares subject to any such Purchase Rights shall always be a whole number.

 

(g)

Assignability:

 

No rights hereunder shall be assignable or transferable.

 

(h)

Employee's Agreement:

 

If, at the time of the purchase of shares which are covered by Purchase Rights under an Offering, in the opinion of counsel for the Company, it is necessary or desirable, in order to comply with any applicable laws or regulations relating to the sale of securities, that the Employee purchasing such shares shall agree that such Employee will purchase such shares for investment and not with any present intention to resell the same, the Employee will, upon the request of the Company, execute and deliver to the Company an agreement to such effect. The Company may also require that a legend setting forth such investment intention be stamped or

 

otherwise written on the certificates for shares purchased pursuant to the Plan or otherwise evidenced on the records with respect to shares purchased pursuant to the Plan, including records relating to uncertificated shares.

 

(i)

Rights as a Shareholder:

 

An Employee who has been granted Purchase Rights hereunder shall have no rights as a shareholder with respect to shares covered by such Purchase Rights until the date of the issuance of the shares to the Employee. No adjustment will be made for dividends or other rights for which the record date is prior to the date of such issuance. For purposes of the Plan, the Company, in lieu of the issuance of certificates, may utilize a book entry account system for recording ownership of shares of Common Stock, subject to the rules generally applicable to such system.

 

(j)

Interest:

 

No interest shall accrue on payroll deductions made under or pursuant to the Plan or any Offering hereunder.

 

12. Term of Plan. No grant of Purchase Rights shall be made after July 1, 2021.

 

13. Amendments. The Plan is wholly discretionary in nature. As such, the Board may, in its sole discretion, from time to time alter, amend, suspend, or discontinue the Plan or alter or amend any and all Purchase Rights or terminate any Offering; provided, however, that no such action of the Board may, without the approval of the shareholders, make any amendment for which shareholder approval is necessary to comply with any tax or regulatory requirement with which the Committee has determined it is necessary or advisable to have the Company comply. Subject to the limitations in this Section 13 relating to shareholder approval, the Committee may, in its sole discretion, make such amendment or modification to the Plan or any Purchase Rights granted hereunder as is necessary or desirable to comply with, or effectuate administration of, the Plan under the laws, rules or regulations of any foreign jurisdiction, the laws of which may be applicable to the Plan or participants in the Plan.

 

14. Application of Funds. The proceeds received by the Company from the sale of the Common Stock pursuant to an Offering will be used for general corporate purposes.

 

15. Governing Law. The Plan and all Offerings shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania without regard to the choice of law rules thereunder.

 

16. Additional Restrictions of Rule 16b-3. The terms and conditions of Purchase Rights granted hereunder to, and the purchase of shares of Common Stock by, persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3 thereunder. The Plan shall be deemed to contain, and such Purchase Rights shall contain, and the shares of Common Stock issued upon exercise thereof shall be subject to, such additional conditions and restrictions as may be required by such Rule 16b-3 to qualify for the maximum exemption from such Section 16 with respect to Plan transactions.

 

 

 

Exhibit 5.1

 

August 2, 2016

 

Aetna Inc. 

151 Farmington Avenue 

Hartford, CT 06156-3124

 

Re: Registration Statement on Form S-8 (the “Registration Statement”)

 

Ladies and Gentlemen:

 

We have acted as special Pennsylvania counsel to Aetna Inc., a Pennsylvania corporation (“Aetna”), in connection with the Registration Statement to be filed by Aetna with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to 5,000,000 Aetna Common Shares, par value $0.01 (the “Common Stock”), to be issued pursuant to the Aetna Inc. 2016 Employee Stock Purchase Plan (the “Plan”), and such presently indeterminate number of shares of Common Stock which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 

We have examined originals or copies, certified or otherwise identified to our satisfaction, of Aetna’s Amended and Restated Articles of Incorporation, Aetna’s Amended and Restated By-Laws, the Plan, minutes and resolutions of the Aetna Board of Directors and such other documents and corporate records relating to Aetna and the issuance of the Common Stock as we have deemed appropriate.

 

In all cases, we have assumed the legal capacity of each natural person signing any of the documents and corporate records examined by us, the genuineness of signatures, the authenticity of documents submitted to us as originals, the conformity to authentic original documents of documents submitted to us as copies and the accuracy and completeness of all corporate records and other information made available to us by Aetna. For issues of fact material to this opinion, we have examined and relied on certificates of public officials and of officers of Aetna.

 

Based upon the foregoing and having regard for such other legal considerations as we have deemed relevant, we are of the opinion that the Common Stock, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

 

We are members of the Bar of the Commonwealth of Pennsylvania, and we do not express any opinion herein concerning any laws other than the laws of the Commonwealth of Pennsylvania.

 

We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we come within the categories of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Securities and Exchange Commission thereunder.

 

Very truly yours,   /s/ Drinker Biddle & Reath LLP  DRINKER BIDDLE & REATH LLP

 

 

Exhibit 15.1

 

KPMG LLP

One Financial Plaza

755 Main Street

Hartford, CT 06103

 

 

August 2, 2016

 

Aetna Inc.
Hartford, Connecticut

 

Re: Registration Statement on Form S-8

 

With respect to the subject registration statement, we acknowledge our awareness of the use therein of our reports dated April 28, 2016 and August 2, 2016, related to our review of interim financial information.

 

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

 

/s/ KPMG LLP

 

Hartford, Connecticut

 

 

 

Exhibit 23.2

 

KPMG LLP

One Financial Plaza

755 Main Street

Hartford, CT 06103

 

Consent of Independent Registered Public Accounting Firm

 

The Board of Directors
Aetna Inc.:

 

We consent to the incorporation by reference in the registration statement on Form S-8 of Aetna Inc. of our audit reports dated February 19, 2016, with respect to the consolidated balance sheets of Aetna Inc. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, shareholders’ equity and, cash flows, for each of the years in the three-year period ended December 31, 2015, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2015, which reports appear in the December 31, 2015 annual report on Form 10-K of Aetna Inc.

 

/s/ KPMG LLP

 

Hartford, Connecticut
August 2, 2016

 

 

Exhibit 24.1

 

Power of Attorney

 

We, the undersigned Directors of Aetna Inc. (the "Company"), hereby severally constitute and appoint Shawn M. Guertin, Sharon A. Virag and Judith H. Jones each of them individually, our true and lawful attorneys-in-fact, with full power to them and each of them to sign for us, and in our names and in the capacities indicated below, the Company’s Registration Statement on Form S-8 and any and all amendments thereto (including post-effective amendments) to be filed with the Securities and Exchange Commission under the Securities Act of 1933 in connection with the Aetna Inc. 2016 Employee Stock Purchase Plan, hereby ratifying and confirming our signatures as they may be signed by any of our said attorneys to such Form S-8 and to any and all amendments thereto.

 

This Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney specifically provides that it revokes this Power of Attorney by referring to the date of the undersigned’s execution of this Power of Attorney. For the avoidance of doubt, whenever two or more powers of attorney granting the powers specified herein are valid, the agents appointed on each shall act separately unless otherwise specified.

 

Dated: May 20, 2016

 

/s/ Fernando Aguirre		/s / Jeffrey E. Garten
Fernando Aguirre		Jeffrey E. Garten
Hartford, CT		Hartford, CT
/s/ Mark T. Bertolini		/s/ Ellen M. Hancock
Mark T. Bertolini		Ellen M. Hancock
Hartford, CT		Hartford, CT
/s/ Frank M. Clark		/s/ Richard J. Harrington
Frank M. Clark		Richard J. Harrington
Hartford, CT		Hartford, CT
/s/ Betsy Z. Cohen		/s/ Edward J. Ludwig
Betsy Z. Cohen		Edward J. Ludwig
Hartford, CT		Hartford, CT
/s/ Molly J. Coye, M.D.		/s/ Joseph P. Newhouse
Molly J. Coye, M.D.		Joseph P. Newhouse
Hartford, CT		Hartford, CT
/s/ Roger N. Farah		/s/ Olympia J. Snowe
Roger N. Farah		Olympia J. Snowe
Hartford, CT		Hartford, CT

 

 

 

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