As filed with the Securities and Exchange Commission on August 7, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RenaissanceRe Holdings Ltd.
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(Exact name of issuer as specified in its charter)
Bermuda 98-013-8020
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Renaissance House
8-12 East Broadway
Pembroke, Bermuda HM19
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(Address of Principal Executive Offices) (Zip Code)
RenaissanceRe Holdings Ltd.
Amended and Restated Non-Employee Director Stock Plan
Nobel Insurance Limited Incentive Stock Option Plan
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(Full title of plans)
James N. Stanard
RenaissanceRe Holdings Ltd.
c/o C.T. Corporation System
1633 Broadway
New York, New York 10019
(212) 664-1666
(Name and address of agent for service)
Telephone number, including area code, of agent for service
-----------------------
Copy To:
John S. D'Alimonte, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
CALCULATION OF REGISTRATION FEE
Proposed Maximum Amount of
Title of Securities to Amount to be Offering Price per Proposed Maximum Aggregate Registration
be Registered Registered(1) Share(2) Offering Price (2) Fee (3)
---------------------- ------------- ------------------ --------------------------- ------------
Common Shares, $1.00 par
value per share (the
"Common Shares") 150,000 $44.814 $6,722,100 $2,037.00
(1) This Registration Statement covers 100,000 shares authorized to be sold
under the RenaissanceRe Holding Ltd. Amended and Restated Non-Employee
Director Stock Plan (the "Director Plan") and 50,000 shares authorized to
be sold under the Nobel Insurance Limited Incentive Stock Option Plan (the
"Nobel Plan").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based
on the average of the high and low price as of August 4, 1998 (a date
within five business days prior to the filing of this Registration
Statement).
(3) 1/33rd of 1% of proposed maximum aggregate offering price.
PART I
INFORMATION NOT REQUIRED
IN THE REGISTRATION STATEMENT
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PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by the Company, are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the Fiscal
Year ended December 31, 1997 (File No. 34-0-26512).
(b) The Company's Notice of Annual General Meeting of
Shareholders and Proxy Statement in respect of the Annual General
Meeting of Shareholders held on May 5, 1998.
(c) The Company's Quarterly Report on Form 10-Q for the
Quarterly Period ended March 31, 1998 (File No. 34-0-26512), filed on
May 14, 1998.
(d) The Company's Current Report on Form 8-K (File No.
34-0-26512) filed with the Commission on January 6, 1998.
(e) The Company's Registration Statement on Form S-8 (File No.
333-06339) (the "1996 S-8 Registration Statement") filed with the
Commission on June 19, 1996.
(f) The description of the Company's common shares, $1.00 par
value per share (the "Common Shares"), which is contained in the
Company's Registration Statement on Form 8-A filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on July 24,
1995.
In addition, all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of the filing of such documents with the Commission.
Item 4. DESCRIPTION OF SECURITIES
The Common Shares are registered pursuant to Section 12 of the Exchange
Act.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 30 of the Amended and Restated Bye-Laws (the "Bye-Laws") of the
Company provides as follows:
"The Directors, Secretary and other Officers of the Company and the
liquidator or trustee (if any) acting in relation to any of the affairs of the
Company and every one of them, and their heirs, executors and administrators,
shall be indemnified and secured harmless out of the assets of the Company from
and against all actions, costs, charges, losses, damages and expenses which they
or any of them, their heirs, executors or administrators, shall or may incur or
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sustain by or by reasons of any act done, concurred in or omitted in or about
the execution of their duty, or supposed duty, or in their respective offices or
trusts, and none of them shall be answerable for the acts, receipts, neglects or
default of the other of them or for joining in any receipts for the sake of
conformity, or for any bankers or other persons with whom any moneys or effects
belonging to the Company shall or may be lodged or deposited for safe custody,
or for insufficiency or deficiency of any security upon which any moneys of or
belonging to the Company shall be placed out on or invested, or for any other
loss, misfortune or damage which may happen in the execution of their respective
offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall
not extend to any matter in respect of any willful negligence, willful default,
fraud or dishonesty which may attach to any of said persons."
Article 31 of the Bye-laws of the Company provides as follows:
"Each Member agrees to waive any claim or right of action such Member
might have, whether individually or by or in the right of the Company, against
any Director or Officer on account of any action taken by such Director or
Officer, or the failure of such Director of Officer to take any action in the
performance of his duties with or for the Company, PROVIDED THAT such waiver
shall not extend to any matter in respect of any willful negligence, willful
default, fraud or dishonesty which may attach to such Director of Officer."
Sections 97, 98 and 98A of the Companies Act 1981 of Bermuda (in which
the word "officer" includes both officers and directors) provide as follows:
"Duty of care of officers
97 (1) Every officer of a company in exercising his powers and
discharging his duties shall--
(a) act honestly and in good faith with a view to the
best interests of the company; and
(b) exercise the care, diligence and skill that a
reasonably prudent person would exercise in
comparable circumstances.
(2) Every officer of the company shall comply with this Act, the
regulations, and the bye-laws of the company.
(3) [Deleted]
(4) Without in any way limiting the generality of subsection (1)
an officer of a company shall be deemed not to be acting
honestly and in good faith if -
(a) he fails on request to make known to the auditors of
the company full details of -
(i) any emolument, pension or other benefit that
he has received or it is agreed that he
should receive from the company or any of the
company's subsidiaries; or
(ii) any loan he has received or is to receive
from the company or any of its subsidiaries;
(b) he fails to disclose at the first opportunity at a
meeting of directors or by writing to the directors -
(i) his interest in any material contract or
proposed material contract with the company
or any of its subsidiaries;
(ii) his material interest in any person that is a
party to a material contract or proposed
material contract with the company or any of
its subsidiaries.
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(5) For the purpose of this section -
(a) a general notice to the directors of a company by an
officer of the company declaring that he is an
officer of or has a material interest in a person and
is to be regarded as interested in any contract with
that person is a sufficient declaration of interest
in relation to any such contract;
(b) the word "material" in relation to a contract or
proposed contract shall be construed as relating to
the materiality of that contract or proposed contract
in relation to the business of the company to which
disclosure must be made;
(c) an interest occurring by reason of the ownership or
direct or indirect control of not more than ten
percentum of the capital of a person shall not be
deemed material.
(5A) An officer is not liable under subsection (1) if he relies in
good faith upon -
(a) financial statements of the company represented to
him by another officer of the company; or
(b) a report of an attorney, accountant, engineer,
appraiser or other person whose profession lends
credibility to a statement made by him.
(6) Any officer of a company who fails to make known a matter he is
required to make known under subsection (4) shall be liable to a fine of one
thousand dollars.
(7) Nothing in this section shall be taken to prejudice any rule of law
or any bye-law restricting officers of a company from having any interest in
contracts with the company."
"Exemption, Indemnification and Liability of Officers, etc.
98 (1) Subject to subsection (2), a company may in its bye-laws or in any
contract or arrangement between the company and any officer, or any person
employed by the company as auditor, exempt such officer or person from, or
indemnify him in respect of, any loss arising or liability attaching to him by
virtue of any rule of law in respect of any negligence, default, breach of duty
or breach of trust of which the officer or person may be guilty in relation to
the company or any subsidiary thereof.
(2) Any provision, whether contained in the bye-laws of a company or in
any contract or arrangement between the company and any officer, or any person
employed by the company as auditor, exempting such officer or person from or
indemnifying him against any liability which by virtue of any rule of law would
otherwise attach to him in respect of any willful negligence, willful default,
fraud or dishonesty of which he may be guilty in relation to the company shall
be void.
Provided that -
(a) nothing in this section shall operate to deprive any
person of any exemption or right to be indemnified in
respect of anything done or omitted to be done by him
while any such provision was in force; and
(b) notwithstanding anything in this section, a company
may, in pursuance of any such provision as aforesaid
indemnify any such officer or auditor against any
liability incurred by him in defending any
proceedings, whether civil or criminal in which
judgment is given in his favor or in which he is
acquitted or when relief is granted to him by the
Court under section 281."
"Insurance of officers etc.
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98A A company may purchase and maintain insurance for the benefit of
any officer of the company against any liability incurred by him under paragraph
(b) of subsection (1) of section 97 in his capacity as an officer of the company
or indemnifying such an officer in respect of any loss arising or liability
attaching to him by virtue of any rule of law in respect of any negligence,
default, breach of duty or breach of trust of which the officer may be guilty in
relation to the company or any subsidiary thereof and nothing in this Act shall
make void or voidable any such policy."
The Company has entered into employment agreements with all of its
executive officers each of which contains provisions pursuant to which the
Company has agreed to indemnity the executive as required by the Bye-Laws and
maintain customary insurance policies providing for indemnification.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
Item 8. EXHIBITS
4.1 Specimen certificate for the Company's Common
Shares.*
4.2 Memorandum of Association of the Company.*
4.3 Amended and Restated Bye-Laws of the Company.**
5.1 Opinion of Conyers, Dill & Pearman, Bermuda counsel
to the Company (legality opinion).
24.1 Consent of Ernst & Young.
24.2 Consent of Conyers, Dill & Pearman (included in
Exhibit 5.1).
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* Incorporated by reference to the Company's Registration
Statement on Form S-1 (File No. 33-7008), which Registration
Statement was declared effective by the Commission on July 26,
1995.
** Incorporated by reference to the Company's Quarterly Report on
Form 10-Q (File No. 34-0-26512) filed with the Commission on
May 14, 1998.
Item 9. UNDERTAKINGS
1. The Company hereby undertakes:
(a) 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 this 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 this Registration Statement;
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(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(i) and (a)(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 by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) 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.
(c) 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.
2. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the commission 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company
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.
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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 Hamilton, Bermuda, on the 6th day of August 1998.
RENAISSANCERE HOLDINGS LTD.
/s/ James N. Stanard
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James N. Stanard
Chief Executive Officer and
Chairman of the Board of Directors
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/ James N. Stanard Chief Executive Officer and August 6, 1998
---------------------------- Chairman of the Board of Directors
James N. Stanard
/s/ William I. Riker President and Director August 6, 1998
----------------------------
William I. Riker
/s/ John M. Lummis Senior Vice President and Chief Financial August 6, 1998
---------------------------- Officer (Principal Accounting Officer)
John M. Lummis
/s/ Arthur S. Bahr Director August 6, 1998
----------------------------
Arthur S. Bahr
/s/ Thomas A. Cooper Director August 6, 1998
----------------------------
Thomas A. Cooper
/s/ Edmund B. Greene Director August 6, 1998
----------------------------
Edmund B. Greene
/s/ Gerald L. Igou Director August 6, 1998
----------------------------
Gerald L. Igou
/s/ Kewsong Lee Director August 6, 1998
----------------------------
Kewsong Lee
Director August 6, 1998
----------------------------
Paul Liska
Director August 6, 1998
----------------------------
Lisa Marshall
/s/ Howard H. Newman Director August 6, 1998
----------------------------
Howard H. Newman
/s/ Scott E. Pardee Director August 6, 1998
---------------------------
Scott E. Pardee
/s/ John M. Sweeney Director August 6, 1998
---------------------------
John M. Sweeney
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C.T. Corporation Authorized Representative in the United States August 6, 1998
By: /s/ Duanne Coots
---------------------------
Name: Duanne Coots
Title: Authorized Signatory
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Specimen certificate for the Company's Common
Shares.*
4.2 Memorandum of Association of the Company.*
4.3 Amended and Restated Bye-Laws of the Company.**
5.1 Opinion of Conyers, Dill & Pearman, Bermuda counsel
to the Company.
24.1 Consent of Ernst & Young.
24.2 Consent of Conyers, Dill & Pearman (Included in
Exhibit 5.1).
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* Incorporated by reference to the Company's Registration
Statement on Form S-1 (File No. 33-7008), which Registration
Statement was declared effective by the Commission on July 26,
1995.
** Incorporated by reference to the Company's Quarterly Report
on Form 10-Q (File No. 34-0-2612) filed with the Commission
on May 14, 1998.
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EXHIBIT 5.1
6th August 1998
RenaissanceRe Holdings Ltd.
48 Church Street
Hamilton HM 12
Bermuda
Dear Sirs:
RE: RenaissanceRe Holdings Ltd. (the "Company") and common shares
of the Company of US$1.00 par value each ("Common Shares")
We have acted as your Bermuda counsel in connection with the Registration
Statement ("Registration Statement") on Form S-8, filed with the United States
Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as
amended ("Act") of the United States of America, with respect to the
registration of 100,000 shares (the "Directors Plan Shares") authorized to be
sold under the RenaissanceRe Holdings Ltd. Amended and Restated Non-Employee
Director Stock Plan (the "Directors Plan") and 50,000 Common Shares (the "Option
Shares" and, together with the Directors Plan Shares, the "Shares") which are
authorized to be issued upon exercise of options granted under the Nobel
Insurance Limited Incentive Stock Option Plan (the "Incentive Plan").
For the purposes of giving this opinion, we have examined a copy of the
Registration Statement and originals or copies of the memorandum of association
and amended and restated bye-laws of the Company. We have also examined such
certificates of directors and officers of the Company, minutes of meetings of
directors of the Company and such other certificates, agreements, instruments
and documents in Bermuda as we have deemed necessary in order to render the
opinions set forth below.
RenaissanceRe Holdings Ltd
6th August, 1998
Page 2
We have assumed:
(i) The genuineness and authenticity of all signatures and the conformity to
the originals of all copies of documents (whether or not certified)
examined by us;
(ii) The accuracy and completeness of all factual representations and
warranties made in the documents, and of the minutes and the draft minutes
of meetings of directors and of shareholders of the Company, examined by
us; and
(iii) That there is no provision of the law of any jurisdiction, other than
Bermuda, which should have any implication in relation to the opinions
expressed herein.
We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is governed by and
construed in accordance with the laws of Bermuda and is limited to and is given
on the basis of the current law and practice in Bermuda.
On the basis of and subject to the foregoing we are of the opinion that all of
the Shares have been duly authorised and, when issued, in the case of the
Directors Plan Shares, in accordance with the terms of the Directors Plan, and
in the case of the Option Shares, in accordance with the obligations of the
Company under Section 4.8 of the Stock Purchase Agreement among RenaissanceRe
Holdings Ltd., Renaissance U.S. Holdings Inc., Nobel Insurance Limited and Nobel
Holdings, Inc. dated December 19, 1997, and duly paid for, will be validly
issued and fully paid and as such be non-assessable; no personal liability will
attach to the holders of such Common Shares solely by reason of ownership
thereof.
Our reservation with respect to the foregoing opinion is as follows:
"Non-assessability" is not a legal concept under Bermuda law, but when we
describe shares as being "non-assessable" (see above) we mean with respect to
the shareholders of the company, in relation to fully paid shares of the company
and subject to any contrary provision in any agreement in writing between that
company and any one of its shareholders holding such shares but only with
respect to such shareholder, that such shareholder shall not be bound by an
alteration to the memorandum of association or the bye-laws of that company
after the date upon which they became such shareholders, if and so far as the
alteration requires them to take or subscribe for additional shares, or in any
way increases their liability to contribute to the share capital of, or
otherwise pay money to, such company.
RenaissanceRe Holdings Ltd
6th August, 1998
Page 3
We hereby consent to the filing of this opinion with the SEC and as an exhibit
to the Registration Statement and to the references to this Firm in the
Registration Statement. As Bermuda attorneys, however, we are not qualified to
opine on matters of law of any jurisdiction other than Bermuda. Accordingly, we
do not admit to being an expert within the meaning of the Act.
Yours faithfully
/s/ CONYERS DILL & PEARMAN
EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors of
RenaissanceRe Holdings Ltd.
We consent to the incorporation by reference in the registration statement (No.
333- ) on Form S-8 of RenaissanceRe Holdings Ltd. of our report dated
January 14, 1998, relating to the consolidated financial statements of
RenaissanceRe Holdings Ltd. as of and for the years ended December 31, 1997 and
1996 and for each of the years in the three year period ended December 31, 1997
and our report dated January 14, 1998 on the schedules included in the Company's
1997 Annual Report on Form 10-K, which reports are incorporated by
reference\included in the December 31, 1997 Annual Report on Form 10-K of
RenaissanceRe Holdings Ltd.
/s/ Ernst & Young
Hamilton, Bermuda
July 29, 1998
