1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8 - A ------------------- FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Principal Financial Group, Inc -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 42-1520346 -------------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 711 High Street, Des Moines, Iowa 50392 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. |X| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. |_| Securities Act registration statement file number to which this form relates: 333-62558. Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered --------------------------------- ---------------------------------- Common Stock, $0.01 par value New York Stock Exchange -------------------------------------------------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: None -------------------------------------------------------------------------------- (Title of Class)
2 Item 1. Description of Registrant's Securities to be Registered Common Stock, $0.01 par value The description of the registrant's Common Stock is incorporated by reference to the information appearing under "Description of Capital Stock and Change of Control Related Provisions" in the registrant's prospectus which forms a part of the registrant's Registration Statement on Form S-1, filed June 8, 2001, as amended (File No. 333-62558) (the "Registration Statement"). Item 2. Exhibits The following exhibits are filed as exhibits to the Registration Statement and incorporated herein by reference: 1. Plan of Conversion, as filed as Exhibit 2.1 to the Registration Statement 2. Form of Amended and Restated Certificate of Incorporation of Principal Financial Group, Inc., as filed as Exhibit 3.1 to the Registration Statement 3. Form of By-Laws of Principal Financial Group, Inc., as filed as Exhibit 3.2 to the Registration Statement 4. Form of Certificate for the Common Stock of Principal Financial Group, Inc., par value $0.01 per share, as filed as Exhibit 4.1 to the Registration Statement 2
3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: October 10, 2001 PRINCIPAL FINANCIAL GROUP, INC. By: /s/ Joyce N. Hoffman -------------------------------- Name: Joyce N. Hoffman Title: Senior Vice President and Corporate Secretary 3