AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PXRE CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction
of incorporation or organization)
06-1183996
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(I.R.S. Employer Identification No.)
399 THORNALL STREET, 14TH FLOOR
EDISON, NEW JERSEY 08837
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(Address of principal executive offices)
DIRECTOR STOCK OPTION PLAN
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(Full title of the plan)
GERALD L. RADKE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PXRE CORPORATION
399 THORNALL STREET
EDISON, NEW JERSEY 08837
(908) 906-8100
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(Name, address and telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered Amount to be Proposed Proposed Amount of
registered(1) maximum maximum registration
offering price aggregate offering fee
per share(2) price(3)
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Common Stock, par value $.01 per share 100,000 shares $26.06 $2,606,000 $898.62
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(1) Any additional shares which may become issuable pursuant to the Director
Stock Option Plan (to prevent dilution from stock splits, stock
dividends, reclassification and certain other events as provided in
Section 6 of the Director Stock Option Plan) shall be covered by this
Registration Statement pursuant to Rule 416(a).
(2) Calculated pursuant to paragraphs (c) and (h) of Rule 457 (based upon
the average of the reported high and low sales prices for shares of
Common Stock as reported on the NASDAQ National Market Composite Tape
for May 29, 1996). The foregoing calculation is solely for the purpose
of determining the registration fee.
(3) Based on the proposed maximum offering price per share, calculated as
described in footnote (2) above.
EXPLANATORY NOTES
Under the Director Stock Option Plan, the number of shares of Common
Stock reserved and available for issuance is 100,000. The number of shares
reserved and available for issuance under the Director Stock Option Plan is
subject to adjustment upon the occurrence of certain changes affecting the
Common Stock, including stock splits and dividends and the recapitalization,
reclassification, merger, consolidation or combination of shares.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this
Registration Statement in accordance with Rule 428
under the Securities Act of 1933, as amended, and the
introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by PXRE Corporation (the "Company") are
incorporated herein by reference:
(a) The Company's latest Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referenced in Item 3(a) above.
(c) The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A (Reg. No. 0-15428) filed pursuant to the Exchange Act on February 27,
1987, as amended by Amendment No. 1 thereto filed on August 24, 1992 and any
subsequent amendment thereto.
In addition, all reports and other documents filed by the Company after
the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
F. Sedgwick Browne, Esq., the Secretary of the Company, is a partner in
the law firm of Morgan, Lewis & Bockius LLP, counsel to the Company in
connection with this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the Company, if such directors, officers, employees or
agents acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Article Six of the Company's Restated Certificate of Incorporation
governs indemnification by the Company and provides that the Company shall have
the power to indemnify:
(i) any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the Company) by reason of the fact that he
is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; and
(ii) any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in
the right of the Company to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise in
connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the Court of Chancery or the
Court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
The Restated Certificate of Incorporation permits indemnification only
following a determination that the respective director, officer, employee or
agent has met the applicable standard of conduct, which determination is made
(a) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties
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to such action, suit or proceeding, or (b) if such a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (c)
by the stockholders.
In addition, Article Six of the Company's Restated Certificate of
Incorporation provides that, to the full extent permitted by law, no director of
the Company shall have any personal liability to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director except (a) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(b) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) under Section 174 of the General
Corporation Law of the State of Delaware, which makes a director liable for
unlawful dividends or unlawful stock repurchases or redemptions, or (d) for any
transaction from which the director derived an improper personal benefit.
The Company maintains officer and director liability insurance insuring
such persons against liabilities incurred in the discharge of their duties and
also insuring the Company against its indemnification obligations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 dated August 29, 1986, as
amended by Amendment No. 1 thereto dated February 19, 1987 and
by Amendment No. 2 thereto dated March 25, 1987 (File No.
33-8406).
4.2 Certificate of Amendment to the Company's Restated Certificate
of Incorporation, dated May 20, 1993, incorporated by
reference to Exhibit 4.3 to the Company's Registration
Statement on Forms S-8 and S-3 dated June 3, 1993 (File No.
33-63768).
4.3 Certificate of Amendment to the Company's Restated Certificate
of Incorporation, dated May 19, 1994, incorporated by
reference to Exhibit 3 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 (File No.
0-15428).
4.4 Certificate of Designations designating the Series A
Cumulative Convertible Preferred Stock of the Company,
incorporated by reference to Exhibit 4.5 to the Company's
Registration Statement on Form S-2 dated February 21, 1992, as
amended by Amendment No. 1 thereto dated April 1, 1992 and by
Amendment No. 2 thereto dated April 13, 1992 and by Amendment
No. 3 thereto dated April 23, 1992 (File No. 33-45893).
4.5 By-Laws of the Company, incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1 dated
August 29, 1986, as amended by Amendment No. 1 thereto dated
February 19, 1987 and by Amendment No. 2 thereto dated March
25, 1987 (File No. 33-8406).
4.6 Amendment to By-Laws of the Company, Article IV, Section 1,
dated June 8, 1995, incorporated by reference to Exhibit 3 of
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (File No. 0-15428).
*4.7 Director Stock Option Plan of the Company.
*5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered.
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*23.1 Consent of Price Waterhouse LLP.
*23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit
5).
*24 Powers of Attorney.
28 Information from reports furnished to state insurance
regulatory authorities, incorporated by reference to Exhibit
28 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
* Filed herewith
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this 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 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. Notwithstanding the foregoing, any
increase or decrease in volume of Securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(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 this Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) 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.
(3) 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.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
(c) 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 provisions described in Item 6 of this
Registration Statement, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 the City of Edison, State of New Jersey, on this 31st day of
May, 1996.
PXRE CORPORATION
By /s/ Gerald L. Radke
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Gerald L. Radke
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
SIGNATURE TITLE DATE
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By /s/ Gerald L. Radke
----------------------------------- Chairman of the Board, May 31, 1996
Gerald L. Radke President and Chief Executive Officer
(Principal Executive Officer)
and Director
By /s/ Sanford M. Kimmel
----------------------------------- Senior Vice President, Treasurer May 31, 1996
Sanford M. Kimmel and Chief Financial Officer
By *
----------------------------------- Director May 31, 1996
Robert W. Fiondella
By *
----------------------------------- Director May 31, 1996
Bernard Kelly
By *
----------------------------------- Director May 31, 1996
Wendy Luscombe
By *
----------------------------------- Director May 31, 1996
Edward P. Lyons
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By *
----------------------------------- Director May 31, 1996
Philip R. McLoughlin
By *
----------------------------------- Director May 31, 1996
David W. Searfoss
By *
----------------------------------- Director May 31, 1996
Donald H. Trautlein
By *
----------------------------------- Director May 31, 1996
Wilson Wilde
*By: /s/ Gerald L. Radke
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Gerald L. Radke
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Sequentially
Number Document Numbered Page
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4.1 Restated Certificate of Incorporation of the Company, incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1 dated August 29, 1986, as amended by Amendment No. 1 thereto
dated February 19, 1987 and by Amendment No. 2 thereto dated March 25,
1987 (File No. 33-8406).
4.2 Certificate of Amendment to the Company's Restated Certificate of
Incorporation, dated May 20, 1993, incorporated by reference to Exhibit
4.3 to the Company's Registration Statement on Forms S-8 and S-3 dated
June 3, 1993 (File No. 33-63768).
4.3 Certificate of Amendment to the Company's Restated Certificate of
Incorporation, dated May 19, 1994, incorporated by reference to Exhibit
3 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 (File No. 0-15428).
4.4 Certificate of Designations designating the Series A Cumulative
Convertible Preferred Stock of the Company, incorporated by reference
to Exhibit 4.5 to the Company's Registration Statement on Form S-2
dated February 21, 1992, as amended by Amendment No. 1 thereto dated
April 1, 1992 and by Amendment No. 2 thereto dated April 13, 1992 and
by Amendment No. 3 thereto dated April 23, 1992 (File No. 33-45893).
4.5 By-Laws of the Company, incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1 dated August 29, 1986, as
amended by Amendment No. 1 thereto dated February 19, 1987 and by
Amendment No. 2 thereto dated March 25, 1987 (File No. 33-8406).
4.6 Amendment to By-Laws of the Company, Article IV, Section 1, dated June
8, 1995, incorporated by reference to Exhibit 3 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 (File
No. 0-15428).
*4.7 Director Stock Option Plan of the Company. 12
*5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
securities being registered. 18
*23.1 Consent of Price Waterhouse LLP. 20
*23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5).
*24 Powers of Attorney. 21
28 Information from reports furnished to state insurance regulatory
authorities, incorporated by reference to Exhibit 28 to the Company's
Annual Report on
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Form 10-K for the fiscal year ended December 31, 1995.
* Filed herewith.
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