As filed with the Securities and Exchange Commission on June 28, 2004
Registration No. 333-89270
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
post-effective amendment no. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
SUN LIFE FINANCIAL INC.
(Exact name of registrant as specified in its charter)
Ontario, Canada 98-0226074
(States or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
150 King Street, West, Suite 1400
Toronto, Ontario
M5H 1J9
(Address, including zip code, of registrant's principal executive offices)
MFSAVINGS RETIREMENT PLAN
(Full title of the plan)
Robert T. Burns, Senior Vice President,
Associate General Counsel and Secretary
Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02116
(617) 954-5845
(Name, address, including zip code, and telephone number, including
area code, of agent for service in the United States)
Copies to:
Elizabeth W. Powers
LeBoeuf, Lamb, Greene & MacRae L.L.P.
125 West 55th Street
New York, NY 10019
(212) 424-8000
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Sun Life Financial Inc. (formerly known as Sun Life Financial Services of
Canada Inc.) is filing this post-effective amendment to deregister 552,604
shares of its common stock, without par value, and plan interests that remain
unsold as of the date this post-effective amendment is filed. The common stock
and interests were registered on this Registration Statement on Form S-8 (No.
333-89270), filed with the Securities and Exchange Commission on May 28, 2002 in
connection with the MFSavings Retirement Plan (the "Plan"). The Registrant has
terminated the offering of shares and interests under the Plan.
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SIGNATURES
The Registrant. 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-8 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 Toronto,
Province of Ontario, Canada (City of Boston, Commonwealth of Massachusetts, as
to the U.S. representative) on the 25th day of June, 2004.
SUN LIFE FINANCIAL INC.
(Registrant)
By: /s/ Donald A. Stewart
------------------------------------------
Donald A. Stewart
Chief Executive Officer
MASSACHUSETTS FINANCIAL SERVICES COMPANY
(U.S. representative)
By: /s/ Robert T. Burns
------------------------------------------
Robert T. Burns
Senior Vice President, Associate General
Counsel and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this post
effective amendment No. 1 to the registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Donald A. Stewart Chief Executive Officer June 25, 2004
---------------------------- (principal executive officer)
(Donald A. Stewart)
/s/ Paul W. Derksen Executive Vice President and June 25, 2004
---------------------------- Chief Financial Officer
(Paul W. Derksen) (principal financial officer)
/s/ Nigel I. Hodges Vice President and June 25, 2004
---------------------------- Controller (principal
(Nigel I. Hodges) accounting officer)
/s/ Robert M. Astley Director June 25, 2004
----------------------------
(Robert M. Astley)
/s/ James C. Baillie Director June 25, 2004
----------------------------
(James C. Baillie)
/s/ William R. Fatt Director June 25, 2004
----------------------------
(William R. Fatt)
/s/ Stanley H. Hartt Director June 25, 2004
----------------------------
(Stanley H. Hartt)
/s/ David. A. Ganong Director June 25, 2004
----------------------------
(David A. Ganong)
/s/ Germaine Gibara Director June 25, 2004
----------------------------
(Germaine Gibara)
/s/ Stanley H. Hartt Director June 25, 2004
----------------------------
(Stanley H. Hartt)
/s/ Krystyna T. Hoeg Director June 25, 2004
----------------------------
(Krystyna T. Hoeg)
/s/ Idalene F. Kesner Director June 25, 2004
----------------------------
(Idalene F. Kesner)
/s/ John D. McNeil Director June 25, 2004
----------------------------
(John D. McNeil)
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/s/ Bertin F. Nadeau Director June 25, 2004
----------------------------
(Bertin F. Nadeau)
/s/ Ronald W. Osborne Director June 25, 2004
----------------------------
(Ronald W. Osborne)
/s/ Madeleine M. Paquin Director June 25, 2004
----------------------------
(Madeleine M. Paquin)
/s/ C. James Prieur Director June 25, 2004
----------------------------
(C. James Prieur )
/s/ Robert P. Reid Director June 25, 2004
----------------------------
(Robert P. Reid)
/s/ William W. Stinson Director June 25, 2004
----------------------------
(William W. Stinson)
/s/ W. Vickery Stoughton Director June 25, 2004
----------------------------
(W. Vickery Stoughton)
/s/ Joan M. Wilson
------------------------------
(Joan M. Wilson)
(Attorney-in-fact)
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Massachusetts Financial Services Company Retirement Committee that acts as an
agent of Massachusetts Financial Services Company in the role as the plan
administrator of the MFSavings Retirement Plan, and MFS Heritage Trust Company,
as trustee of the MFSavings Retirement Plan, have duly signed this
post-effective amendment No. 1 to the registration statement, thereunto duly
authorized in the City of Boston, Commonwealth of Massachusetts on the 25th day
of June, 2004.
MFSAVINGS RETIREMENT PLAN
By: /s/ Robert J. Manning
------------------------------------------
Robert J. Manning
Member of the Massachusetts
Financial Services Company Retirement
Committee
By: /s/ Eric G. Burns
------------------------------------
Eric G. Burns
Member of the Massachusetts
Financial Services Company Retirement
Committee
By: /s/ Joseph C. Flaherty, Jr.
------------------------------------------
Joseph C. Flaherty, Jr.
Member of the Massachusetts
Financial Services Company Retirement
Committee
By: /s/ Carol Geremia
------------------------------------
Carol Geremia
Member of the Massachusetts
Financial Services Company Retirement
Committee
By: /s/ Deborah H. Miller
------------------------------------------
Deborah H. Miller
Member of the Massachusetts
Financial Services Company Retirement
Committee
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MFS Heritage Trust Company
By: /s/ Eric G. Burns
------------------------------------
Eric G. Burns
President
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