Edgar Filing: LINCOLN NATIONAL CORP

Lincoln S-8

As filed with the Securities and Exchange Commission on April 6, 2006.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_________________

LINCOLN NATIONAL CORPORATION

(Exact name of Registrant as Specified in its Charter)

	1500 Market Street, Suite 3900
Indiana	Philadelphia, Pennsylvania 19102	35-1140070
(State of Incorporation)	(Address of principal executive offices, including Zip Code)	(I.R.S. Employer Identification No.)

JEFFERSON-PILOT CORPORATION

TEAMSHARE PLAN

JEFFERSON-PILOT CORPORATION

NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (1995 PLAN)

JEFFERSON-PILOT CORPORATION

NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN (2004 PLAN)

(Full Title of the Plans)

Dennis L. Schoff, Esq.

Senior Vice President and General Counsel

Lincoln National Corporation

1500 Market Street, Suite 3900

Philadelphia, Pennsylvania 19102

(215) 448-1400

(name, address, and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered^{(1), (3)}	Amount to be Registered^{(1), (3)}	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value Teamshare Plan⁽²⁾ Non-Employee ….. Directors’ Stock Option Plan (1995 Plan)….. Directors' Stock Option Plan (2004 Plan)......	350,000⁽²⁾ 381,373 205,778	$54.20⁽⁴⁾	$50,793,584⁽⁴⁾	$5,435

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Common Stock that become issuable under the

Jefferson-Pilot Corporation Teamshare Plan (the “Teamshare Plan”), the Jefferson-Pilot Corporation Non-Employee Directors’ Stock Option Plan ("1995 Plan") and the Jefferson-Pilot Corporation Non-Employee Directors's Stock Option Plan ("2004 Plan,") together with the 1995 Plan, the "Jefferson-Pilot Non-Employee Directors' Stock Option Plan") by reason of any stock split, stock divided, recapitalization or other similar transaction effected without Lincoln National Corporation’s (“LNC”) receipt of consideration that results in an increase in the number of LNC’s shares outstanding.

(2)	Pursuant to Rule 416(c) under the Securities Act, the Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Teamshare Plan.

(3)	Each share of LNC Common Stock includes common share purchase rights. Prior to the occurrence of certain events, the rights will not be exercisable or evidenced separately from the LNC Common Stock

(4)	Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h)(1) under the Securities Act based upon the average of the high and low sale prices of LNC’s Common Stock on March 31, 2006 as reported on the New York Stock Exchange consolidated transactions tape.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

We hereby incorporate, or will be deemed to have incorporated, herein by reference the following documents filed (File No. 1-6028) with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934 (the “Exchange Act”):

·	Our Annual Report on Form 10-K for the fiscal year ended December 31, 2005;

·	The Jefferson-Pilot Corporation Teamshare Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2004;

·	Our Current Reports on Form 8-K filed with the SEC on January 13, January 20, January 31, February 13, February 14 (one report), February 28, March 15 (two reports) and April 3, 2006;

·	The description of our common stock contained in Form 10 filed with the SEC on April 28, 1969, including any amendments or reports filed for the purpose of updating that description; and

·	The description of our common stock purchase rights contained in our Registration Statement on Form 8-A/A, Amendment No. 1, filed with the SEC on December 2, 1996, including any amendments or reports filed for the purpose of updating that description.

Each document filed subsequent to the date of this Registration Statement 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 this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference 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 superseded, to constitute part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of our Common Stock offered hereby will be passed upon for us by Dennis L. Schoff, Esquire, Senior Vice President and General Counsel of Lincoln National Corporation. As of the date of this Registration Statement, Mr. Schoff beneficially owns approximately 96,250 shares of our Common Stock including options exercisable within sixty days of the date of the Registration Statement.

Item 6. Indemnification of Officers and Directors.

Our bylaws, pursuant to authority contained in the IBCL and the Indiana Insurance Law, respectively, provide for the indemnification of our officers, directors and employees against the following:

reasonable expenses (including attorneys’ fees) incurred by them in connection with the defense of any action, suit or proceeding to which they are made or threatened to be made parties (including those brought by, or on behalf of us) if they are successful on the merits or otherwise in the defense of such proceeding except with respect to matters as to which they are adjudged liable for negligence or misconduct in the performance of duties to their respective corporations.

reasonable costs of judgments, settlements, penalties, fines and reasonable expenses (including attorneys’ fees) incurred with respect to, any action, suit or proceeding, if the person’s conduct was in good faith and the person reasonably believed that his/her conduct was in our best interest. In the case of a criminal proceeding, the person must also have reasonable cause to believe his/her conduct was lawful.

Indiana Law requires that a corporation, unless limited by its articles of incorporation, indemnify its directors and officers against reasonable expenses incurred in the successful defense of any proceeding arising out of their serving as a director or officer of the corporation.

No indemnification or reimbursement will be made to an individual judged liable to us, unless a court determines that in spite of a judgment of liability to the corporation, the individual is reasonably entitled to indemnification, but only to the extent that the court deems proper. Additionally, if an officer, director or employee does not meet the standards of conduct described above, such individual will be required to repay us for any advancement of expenses it had previously made.

In the case of directors, a determination as to whether indemnification or reimbursement is proper will be made by a majority of the disinterested directors or, if it is not possible to obtain a quorum of directors not party to or interested in the proceeding, then by a committee thereof or by special legal counsel. In the case of individuals who are not directors, such determination will be made by the chief executive officer of the respective corporation, or, if the chief executive officer so directs, in the manner it would be made if the individual were a director of the corporation.

Such indemnification may apply to claims arising under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers or controlling persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons 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, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the issue by the court.

We maintain a program of insurance under which our directors and officers are insured, subject to specified exclusions and deductible and maximum amounts, against actual or alleged errors, misstatements, misleading statements, acts or omissions, or neglect or breach of duty while acting in their respective capacities for us.

The indemnification and advancement of expenses provided for in our bylaws does not exclude or limit any other rights to indemnification and advancement of expenses that a person may be entitled to under other agreements, shareholders’ and board resolutions and our articles of incorporation.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

The registrant understands that the registrant will submit or has submitted the Teamshare Plan and any amendment thereto to the Internet Revenue Service in a timely manner and has made or will make all changes required by the IRS in order to qualify the Teamshare Plan.

The exhibits filed with this Registration Statement are listed on page E-1.

Item 9. Undertakings.

(a) The 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;

(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, represents 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 is 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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) of this Item 9 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 SEC 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 Securities 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.

(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 Securities 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 Securities 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 SEC such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of 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 Philadelphia, Commonwealth of Pennsylvania, on this 4th day of April, 2006.

	LINCOLN NATIONAL CORPORATION

	By: /s/ Frederick J. Crawford
	Frederick J. Crawford
	Senior Vice President
	and Chief Financial Officer

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

Signature	Title	Date
Jon A. Boscia*	Chairman and Chief Executive Officer (Principal Executive Officer) and a Director	April 4,2006
/s/Frederick J. Crawford Frederick J. Crawford	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	April 4, 2006
/s/Douglas N. Miller Douglas N. Miller	Vice President and Chief Accounting Officer (Principal Accounting Officer)	April 4, 2006
__________________ William J. Avery	Director	April , 2006
J. Patrick Barrett*	Director	April 4, 2006
William H. Cunningham*	Director	April 4, 2006
Dennis R. Glass*	Director	April 4, 2006
George W. Henderson, III*	Director	April 4, 2006
Eric G. Johnson*	Director	April 4, 2006
M. Leanne Lachman*	Director	April 4, 2006
Michael F. Mee*	Director	April 4, 2006
William Porter Payne*	Director	April 4, 2006
___________ Patrick S. Pittard	Director	April , 2006

Jill S. Ruckelshaus*	Director	April 4, 2006
________________ David A. Stonecipher	Director	April , 2006
Isaiah Tidwell*	Director	April 4, 2006
Glenn F. Tilton*	Director	April 4, 2006

*By: /s/ Charles A. Brawley, III

Charles A. Brawley, III

Attorney-in-Fact

(Pursuant to Powers of Attorney)

THE PLAN. Pursuant to the requirement of the Securities Act of 1933, the administrator of the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Greensboro, North Carolina on April 4, 2006.


	Jefferson-Pilot Corporation Teamshare Plan


	By:/s/ Richard T. Stange
	Richard T. Stange, Chairman
	Pension Committee

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Dennis L. Schoff, Esq., as to the legality of the securities being registered.
23.1	Consent of Independent Registered Public Accounting Firm*
23.2	Consent of Independent Registered Public Accounting Firm*
23.2	Consent of Dennis L. Schoff, Esq., is contained in Exhibit 5.1.
24.1	Powers of Attorney for Jefferson-Pilot Corporation Teamshare Plan*
24.2	Powers of Attorney for Jefferson-Pilot Corporation Non-Employee Directors’ Stock Option Plan*

*Filed herewith

E-1