UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FormS-8
Registration StatementNo. 333-196609
UNDER
THE SECURITIES ACT OF 1933
BLUE CAPITAL REINSURANCE HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
| Bermuda | 98-1120002 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Waterloo House
100 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
Blue Capital Reinsurance Holdings Ltd. 2013 Long-Term Incentive Plan
(Full title of the plan)
CT Corporation System
111 Eighth Avenue
New York, NY 10011
212-590-9070
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 (the “Amendment”) relates to the Registration Statement on FormS-8 (RegistrationNo. 333-196609) filed by Blue Capital Reinsurance Holdings Ltd., a Bermuda exempted company (the “Company”), with the U.S. Securities and Exchange Commission on June 9, 2014 (the “Registration Statement”). As previously announced on July 25, 2019, the Company’s Board of Directors decided to cease the Company’s active operations and pursue anorderly run-off of the Company’s liabilitiesand in-force portfolio and return capital to shareholders as the Company winds up its operations (the“Run-off”). In connection with theRun-off, the offerings pursuant to the Registration Statement have been terminated.
In accordance with the Company’s undertaking in Part II, Item 9 of the Registration Statement, the Registrant hereby amends the Registration Statement to remove from registration all securities registered but remaining unsold, if any, under the Registration Statement and to terminate the effectiveness of the Registration Statement as of the date hereof.
SIGNATURE
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 FormS-8 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pembroke, Bermuda on November 7, 2019.
BLUE CAPITAL REINSURANCE HOLDINGS LTD. | ||
| (Registrant) | ||
| By: | /s/ John V. Del Col | |
| Name: Title: | John V. Del Col Secretary | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ MICHAEL J. MCGUIRE | President, Chief Executive Officer and Chairman | November 7, 2019 | ||
| Michael J. McGuire | (Principal Executive Officer) | |||
/s/ GREG A. GARSIDE | Chief Financial Officer | November 7, 2019 | ||
| Greg A. Garside | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ D. ANDREW COOK | Director | November 7, 2019 | ||
| D. Andrew Cook | ||||
/s/ JOHN V. DEL COL | Director | November 7, 2019 | ||
| John V. Del Col | ||||
/s/ ERIC LEMIEUX | Director | November 7, 2019 | ||
| Eric Lemieux | ||||
/s/ JOHN R. WEALE | Director | November 7, 2019 | ||
| John R. Weale | ||||
AUTHORIZED REPRESENTATIVE
/s/ Eric Lemieux |
| Eric Lemieux |
| Director, as the duly authorized representative of Blue Capital Reinsurance Holdings Ltd. in the United States |
| Date: November 7, 2019 |
