S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on August 24, 2001
As filed with the Securities and Exchange Commission on August 24, 2001
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.
Second Amended and Restated 1993 Stock Incentive Plan
RenaissanceRe Holdings Ltd.
2001 Stock Incentive Plan
-------------------------
(Full title of plans)
Renaissance U.S. Holdings Inc.
c/o Mark J. Rickey
319 W. Franklin St., Suite 104
Richmond, Virginia 23220
(804) 344-3600
--------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
COPIES TO:
John S. D'Alimonte John M. Lummis
Willkie Farr & Gallagher Executive Vice President and Chief Financial Officer
787 Seventh Avenue Renaissance House
New York, NY 10019 8-12 East Broadway, Pembroke
(212) 728-8000 Bermuda
(441) 295-4513
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., a Bermuda company (the
"Company"), are incorporated by reference into the Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ending
December 31, 2000, pursuant to the Securities Exchange Act of 1934
(the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q, filed on May 15, 2001
and August 14, 2001, pursuant to the Exchange Act;
(c) The Company's Current Reports on Form 8-K, filed on April 23, 2001 and
July 17, 2001, pursuant to the Exchange Act; and
(d) The description of the Company's common shares, par value $1.00 per
share (the "Common Shares"), which is contained in the Company's
Registration Statement on Form 8-A, filed on July 24, 1995, pursuant
to the Exchange Act.
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 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 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 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 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 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.
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 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 LLP.
23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Pembroke, Bermuda, on August 24,
2001.
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 constitutes and appoints John M. Lummis, 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, (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 of 1933, as amended, (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 of 1933, as amended, and all requirements of
the Securities and Exchange Commission.
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 dates indicated.
Name Title Date
/s/ James N. Stanard President, Chief Executive August 24, 2001
- --------------------------- Officer and Chairman of the
James N. Stanard Board of Directors
(Principal Executive
Officer)
/s/ John M. Lummis Executive Vice President August 24, 2001
- --------------------------- and Chief Financial Officer
John M. Lummis (Principal Financial and
Accounting Officer)
/s/ William I. Riker Director & Executive Vice August 24, 2001
- --------------------------- President
William I. Riker
/s/ Arthur S. Bahr Director August 24, 2001
- ---------------------------
Arthur S. Bahr
/s/ Thomas A. Cooper Director August 24, 2001
- ---------------------------
Thomas A. Cooper
/s/ Edmund B. Greene Director August 24, 2001
- ---------------------------
Edmund B. Greene
/s/ Brian R. Hall Director August 24, 2001
- ---------------------------
Brian R. Hall
/s/ W. James MacGinnitie Director August 24, 2001
- ---------------------------
W. James MacGinnitie
/s/ Scott E. Pardee Director August 24, 2001
- ---------------------------
Scott E. Pardee
Renaissance U.S. Holdings Inc. Authorized Representative August 24, 2001
in the United States
/s/ Mark J. Rickey
- ---------------------------
Name: Mark J. Rickey
Title: President, Renaissance U.S.
Holdings Inc.
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ---------- ----------------------
5 Opinion of Conyers Dill & Pearman.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).