As filed with the Securities and Exchange Commission on October 1, 2004
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.
(Exact name of registrant as specified in its charter)
Bermuda 98-0138020
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Renaissance House
8-12 East Broadway, Pembroke
Bermuda
(441) 295-4513
--------------
(Address, including zip code, and telephone number, including
area code, of principal executive offices)
RenaissanceRe Holdings Ltd.
2004 Stock Option Incentive Plan
--------------------------------
(Full title of plan)
c/o Tracy H. Bowden, Esq.
General Counsel and Secretary
Glencoe U.S. Holdings Inc.
5080 Spectrum Drive
Suite 900 East
Addison, Texas 75001
(972) 664-7100
--------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
COPIES TO:
John S. D'Alimonte, Esq. Stephen H. Weinstein, Esq.
Willkie Farr & Gallagher LLP Vice President, General Counsel and Secretary
787 Seventh Avenue Renaissance House
New York, New York 10019-6099 8-12 East Broadway, Pembroke
(212) 728-8000 Bermuda
(441) 295-4513
CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------- -------------------- -------------------- ------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
share (2) price (2)
- ------------------------- ---------------- -------------------- -------------------- ------------------
Common Shares, par value
$1.00 per share 6,000,000 $51.43 $308,580,000.00 $39,097.09
(1) Represents 6,000,000 Common Shares of RenaissanceRe Holdings Ltd. issuable pursuant to the
RenaissanceRe Holdings Ltd. 2004 Stock Option Incentive Plan. In addition, this Registration Statement
covers an indeterminable number of additional shares as may hereafter be offered or issued, pursuant to
the Plan, to prevent dilution resulting from stock splits, stock dividends or similar transactions
effected without the receipt of consideration.
(2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and
(h) of Rule 457 under the Securities Act of 1933, as amended, based on the average of the high and low
sales prices of the Common Shares as reported by the New York Stock Exchange on September 29, 2004.
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 RenaissanceRe Holdings Ltd. (the "Registrant" or the
"Company"), are incorporated by reference into the Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ending
December 31, 2003, filed on March 15, 2004, pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Registrant's Quarterly Reports on Form 10-Q, for the quarters
ended March 31, 2004, filed on May 10, 2004, and June 30, 2004, filed
on August 9, 2004, each pursuant to the Exchange Act;
(c) The Registrant's Current Reports on Form 8-K filed on March 18, 2004,
May 5, 2004, July 28, 2004, August 20, 2004, September 2, 2004 and
September 29, 2004, each pursuant to the Exchange Act; and
(d) The description of the Registrant's common shares, par value $1.00 per
share (the "Common Shares"), which is contained in the Registrant's
Registration Statement on Form 8-A, filed on July 24, 1995, pursuant
to the Exchange Act.
In addition, all documents filed by the Registrant 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 by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable.
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
Registrant 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 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 Registrant 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 or 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 or
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.
(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 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.
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 Registrant has entered into employment agreements with all of its executive
officers, each of which contains provisions pursuant to which the Registrant has
agreed to indemnify 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
Exhibit No.
5 Opinion of Conyers Dill & Pearman.
23.1 Consent of Ernst & Young.
23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
99.1 RenaissanceRe Holdings Ltd. 2004 Stock Option Incentive Plan
(Incorporated by reference to RenaissanceRe Holdings Ltd.'s
Current Report on Form 8-K (File No. 001-14428), filed with
the Commission on September 2, 2004).
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (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, represent a fundamental change in the information set forth
in the Registration Statement;
(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 (1)(a)(i) and (1)(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 undersigned registrant 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 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.
3. 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 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 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 has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Pembroke, Bermuda, on September 30,
2004.
RENAISSANCERE HOLDINGS LTD.
By: /s/ John M. Lummis
------------------------------
John M. Lummis
Executive Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitute and appoint Martin J. Merrit and Stephen H. Weinstein,
as his true and lawful attorney-in-fact and agent for the undersigned, with full
power of substitution, for and in the name, place and stead of the undersigned
to sign and file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), (i) any and all
pre-effective and post-effective amendments to this registration statement, (ii)
any registration statement relating to this offering that is to be effective
upon filing pursuant to rule 462(b) under the Securities Act, (iii) any exhibits
to any such registration statement or pre-effective or post-effective
amendments, (iv) any and all applications and other documents in connection with
any such registration statement or pre-effective or post-effective amendments,
and generally to do all things and perform any and all acts and things
whatsoever requisite and necessary or desirable to enable RenaissanceRe Holdings
Ltd. to comply with the provisions of the Securities Act and all requirements of
the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Name Title Date
---- ----- ----
/s/ James N. Stanard Chief Executive Officer and September 30, 2004
- ----------------------------- Chairman of the Board of
James N. Stanard Directors (Principal Executive
Officer)
/s/ John M. Lummis Executive Vice President and September 30, 2004
- ----------------------------- Chief Financial Officer
John M. Lummis (Principal Financial and
Accounting Officer)
/s/ William I. Riker Director and President September 30, 2004
- -----------------------------
William I. Riker
/s/ Thomas A. Cooper Director September 30, 2004
- -----------------------------
Thomas A. Cooper
/s/ Edmund B. Greene Director September 30, 2004
- -----------------------------
Edmund B. Greene
/s/ Brian R. Hall Director September 30, 2004
- -----------------------------
Brian R. Hall
/s/ William F. Hecht Director September 30, 2004
- -----------------------------
William F. Hecht
/s/ W. James MacGinnitie Director September 30, 2004
- -----------------------------
W. James MacGinnitie
/s/ Scott E. Pardee Director September 30, 2004
- -----------------------------
Scott E. Pardee
/s/ Nicolas L. Trivisonno Director September 30, 2004
- -----------------------------
Nicolas L. Trivisonno
Glencoe U.S. Holdings Inc. Authorized Representative in September 30, 2004
the United States
/s/ Tracy H. Bowden
- -----------------------------
By: Tracy H. Bowden
Title: General Counsel and
Secretary Glencoe U.S.
Holdings Inc.
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ---------- ----------------------
5 Opinion of Conyers Dill & Pearman.
23.1 Consent of Ernst & Young.
23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
99.1 RenaissanceRe Holdings Ltd. 2004 Stock Option Incentive Plan
(Incorporated by reference to RenaissanceRe Holdings Ltd.'s
Current Report on Form 8-K (File No. 001-14428), filed with
the Commission on September 2, 2004).
EXHIBIT 5
[Conyers Dill & Pearman Letterhead]
1 October 2004
RenaissanceRe Holdings Ltd.
Renaissance House
8-12 East Broadway
Pembroke HM 19
Bermuda
Dear Sirs
RenaissanceRe Holdings (the "Company")
We have acted as special legal counsel in Bermuda to the Company in connection
with a registration statement on form S-8 dated 1 October 2004 to be filed with
the Securities and Exchange Commission (the "Commission") on 1 October 2004 (the
"Registration Statement", which term does not include any other document or
agreement whether or not specifically referred to therein or attached as an
exhibit or schedule thereto) relating to the registration under the United
States Securities Act of 1933, as amended, (the "Securities Act") of 6,000,000
common shares, par value US$1.00 per share (the "Common Shares"), issuable
pursuant to the RenaissanceRe Holdings Ltd. 2004 Stock Option Incentive Plan
(the "Plan", which term does not include any other document or agreement whether
or not specifically referred to therein or attached as an exhibit or schedule
thereto).
For the purposes of giving this opinion, we have examined copies of the
Registration Statement and the Plan. We have also reviewed the memorandum of
association and the bye-laws of the Company, each certified by the Secretary of
the Company on 30 September 2004, copies of minutes of a meeting of the members
of the Company held on 31 August 2004, minutes of a meeting of the board of
directors of the Company held on 20 May 2004 and minutes of a meeting of the
special meeting committee of the board of directors of the Company held on 23
July 2004, each certified by the Secretary of the Company on 30 September 2004
(together, the "Minutes") and such other documents and made such enquires as to
questions of law as we have deemed necessary in order to render the opinion set
forth below.
We have assumed (a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not certified) of all
documents examined by us and the authenticity and completeness of the originals
from which such copies were taken, (b) that where a document has been examined
by us in draft form, it will be or has been executed and/or filed in the form of
that draft, and where a number of drafts of a document have been examined by us
all changes thereto
have been marked or otherwise drawn to our attention, (c) the accuracy and
completeness of all factual representations made in the Registration Statement,
the Plan and other documents reviewed by us, (d) that the resolutions contained
in the Minutes remain in full force and effect and have not been rescinded or
amended, (e) that there is no provision of the law of any jurisdiction, other
than Bermuda, which would have any implication in relation to the opinions
expressed herein, (f) that, upon the issue of any Common Shares, the Company
will receive consideration for the full issue price thereof which shall be equal
to at least the par value thereof, (g) that the Plan is valid, binding and
enforceable in accordance with its terms, (h) that the total number of shares of
the Company in issue at any time will not exceed the number of shares in its
authorised capital, (i) that the issue of the Common Shares pursuant to the Plan
will at all times comply with the permissions from the Bermuda Monetary
Authority.
We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is to be 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. This opinion is issued
solely for the purposes of the filing of the Registration Statement and the
issuance of the Common Shares by the Company pursuant to the Plan and is not to
be relied upon in respect of any other matter.
On the basis of, and subject to, the foregoing, we are of the opinion that:
1. The Company is duly incorporated and existing under the laws of Bermuda in
good standing (meaning solely that it has not failed to make any filing
with any Bermuda government authority or to pay any Bermuda government fees
or tax which would make it liable to be struck off the Register of
Companies and thereby cease to exist under the laws of Bermuda).
2. When issued and paid for in accordance with the terms of the Plan, the
Common Shares will be validly issued, fully paid and non-assessable (which
term means when used herein that no further sums are required to be paid by
the holders thereof in connection with the issue of such shares).
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not hereby admit that we are experts
within the meaning of Section 11 of the Securities Act or that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman
CONYERS DILL & PEARMAN
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on
Form S-8, pertaining to the RenaissanceRe Holdings Ltd. 2004 Stock Option
Incentive Plan for the registration of 6,000,000 common shares of RenaissanceRe
Holdings Ltd. of our reports dated January 30, 2004, with respect to the
consolidated financial statements and schedules of RenaissanceRe Holdings Ltd.
included in its Annual Report (Form 10-K) for the year ended December 31, 2003,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young
Hamilton, Bermuda
October 1, 2004
EXHIBIT 23.2
(Contained in Exhibit 5)
EXHIBIT 24
(Reference is made to the signature page)