AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1996
REGISTRATION NO.
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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 ISSUER AS SPECIFIED IN ITS CHARTER)
BERMUDA 98-013-8020
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
SOFIA HOUSE, 48 CHURCH STREET
HAMILTON, BERMUDA HM12
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
RENAISSANCERE HOLDINGS LTD.
AMENDED AND RESTATED 1993 STOCK INCENTIVE PLAN
AND
RENAISSANCERE HOLDINGS LTD. NON-EMPLOYEE DIRECTOR STOCK PLAN
(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
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COPY TO:
JOHN S. D'ALIMONTE, ESQ.
WILLKIE FARR & GALLAGHER
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 821-8000
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO TO BE OFFERING PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(3)
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Common Shares, $1.00 par
value per share (the
"Common Shares")....... 2,312,500 $29.6875 $68,652,343.75 $23,674.00
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(1) This Registration Statement covers 2,212,500 Common Shares authorized to
be issued upon exercise of options granted or to be granted under the
RenaissanceRe Holdings Ltd. Amended and Restated 1993 Stock Incentive Plan
and 100,000 Common Shares authorized to be issued under the RenaissanceRe
Holdings Ltd. Non-Employee Director Stock 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 bid and asked price as of June 14, 1996 (a date
within five business days prior to the filing of this registration
statement).
(3) 1/29th of 1% of proposed maximum aggregate offering price.
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PART I
INFORMATION NOT REQUIRED
IN THE REGISTRATION STATEMENT
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 herein by reference:
(a) The Company's Annual Report on Form 10-K for the Fiscal Year ended
December 31, 1995.
(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 6, 1996.
(c) The Company's Quarterly Report on Form 10-Q for the Quarterly Period
ended March 31, 1996.
(d) 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 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 defaults 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 wilful negligence, wilful 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 or Officer to take any action in the
performance of his duties
II-1
with or for the Company, PROVIDED THAT such waiver shall not extend to any
matter in respect of any wilful negligence, wilful 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 a 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 purposes 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."
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"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 wilful negligence, wilful
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 favour 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 Purchase Agreement filed as Exhibit 1.1 to Amendment No. 5 to the
Company's Registration Statement on Form S-1 (File No. 33-70008) (the "Initial
Registration Statement") and the U.S. Purchase Agreement and International
Purchase Agreement filed as Exhibits 1.1 and 1.2 to the Company's Registration
Statement on Form S-1 (File No. 333-00802) each contain provisions by which
the underwriters have agreed to indemnify the Company and each person, if any,
who controls the Company, its directors and officers within the meaning of
Section 15 of the Securities Act of 1933, as amended (the "Securities Act") or
Section 20 of the Exchange Act, with respect to information furnished in
writing by or on behalf of the underwriters for use in preparation of the such
Registration Statements.
The Company has entered into employment agreements with all of its executive
officers each contain 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.
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ITEM 8. EXHIBITS
3.1 Memorandum of Association of the Company.*
3.2 Amended and Restated Bye-Laws of the Company.*
4.1 Specimen certificate for the Company's Common Shares.*
5.1 Opinion of Conyers, Dill & Pearman, Bermuda counsel to the Company (legality opinion).
23.1 Consent of Ernst & Young.
23.2 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 Securities and Exchange Commission on July 26, 1995.
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;
(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 19TH DAY OF JUNE, 1996.
RenaissanceRe Holdings Ltd.
/s/ James N. Stanard
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James N. Stanard
PRESIDENT, 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 President and Chief Executive June 19, 1996
- --------------------- Officer and Chairman of the
JAMES N. STANARD Board of Directors
/s/ Keith S. Hynes Senior Vice President and June 19, 1996
- --------------------- Chief Financial Officer
KEITH S. HYNES (Principal Accounting Officer
and Principal Accounting
Officer)
/s/ Arthur S. Bahr Director June 19, 1996
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ARTHUR S. BAHR
/s/ Edmund B. Greene Director June 19, 1996
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EDMUND B. GREENE
/s/ Gerald L. Igou Director June 19, 1996
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GERALD L. IGOU
/s/ Kewsong Lee Director June 19, 1996
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KEWSONG LEE
/s/ John M. Lummis Director June 19, 1996
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JOHN M. LUMMIS
/s/ Howard H. Newman Director June 19, 1996
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HOWARD H. NEWMAN
C.T. Corporation
By: /s/ Ann Marie Cummins Authorized Representative in June 19, 1996
- --------------------- the United States
NAME: ANN MARIE CUMMINS
TITLE: ASSISTANT SECRETARY
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
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5.1 Opinion of Conyers, Dill & Pearman,
Bermuda counsel to the Company
23.1 Consent of Ernst & Young
23.2 Consent of Conyers, Dill & Pearman Included in Exhibit 5.1