AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1997
REGISTRATION NO. 333-________
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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)
1992 OFFICER INCENTIVE 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
(732) 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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Proposed Proposed
maximum maximum Amount of
Amount to be offering price aggregate offering registration
Title of securities to be registered registered(1) per share(2) price(3) fee
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Common Stock, par value $.01 per share 250,000 shares $31.47 $7,867,500 $2,385
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(1) Any additional shares which may become issuable pursuant to the 1992
Officer Incentive Plan (to prevent dilution from stock splits, stock
dividends, reclassification and certain other events as provided in
Section 4 of the 1992 Officer Incentive 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 New York Stock Exchange for July 21,
1997). 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
Pursuant to an amendment to the 1992 Officer Incentive Plan, the number
of shares of Common Stock reserved and available for issuance has been increased
from 500,000 shares to 750,000 shares. PXRE Corporation previously registered
500,000 of such shares pursuant to a Registration Statement on Form S-8, filed
with the Securities and Exchange Commission on August 17, 1994 (File No.
33-82908). The number of shares reserved and available for issuance under the
1992 Officer Incentive 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. INFORMATION INCORPORATED 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) Pursuant to General Instruction E of the Form S-8 Registration
Statement under the Securities Act of 1933, as amended, the contents of the
Company's Registration Statement on Form S-8 (File No. 33-82908) filed with the
Commission on August 17, 1994, registering the original 500,000 shares of Common
Stock reserved and available for issuance pursuant to the 1992 Officer Incentive
Plan.
(b) The Company's latest Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(c) 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.
(d) 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 (File No. 001-12595) filed pursuant to the Exchange Act on December 18,
1996.
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.
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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 8. EXHIBITS
4.1 Certificate of Amendment to the Company's Restated Certificate
of Incorporation, dated December 9, 1996, incorporated by
reference to Exhibit 4.5 to the Company's Registration
Statement on Form S-3 dated January 3, 1997 (File No.333-19207).
4.2 Amendment to By-Laws of the Company, Article IV, Section 1,
dated June 8, 1995, incorporated by reference to Exhibit 3 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (File No. 0-15428).
4.3 Certificate of Merger of Transnational Re Corporation into the
Company, dated December 11, 1996, incorporated by reference to
Exhibit 3 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 (File No. 0-15428).
*5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered.
*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, 1996 (File No. 0-15428).
* Filed herewith
All other exhibits included in the Company's prior Registration
Statement on Form S-8 (File No. 33-82908) are, pursuant to the aforementioned
incorporation by reference, incorporated by reference herein.
ITEM 9. UNDERTAKINGS
The undertakings set forth in the Company's prior Registration
Statement on Form S-8 (File No. 33-82908) are, pursuant to the aforementioned
incorporation by reference, incorporated by reference herein.
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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 22nd day of
July, 1997.
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, July 22, 1997
------------------------------------ President, Chief Executive Officer and
Gerald L. Radke Director (Principal Executive Officer)
By /s/ Sanford M. Kimmel Senior Vice President, Treasurer July 22, 1997
------------------------------------ and Chief Financial Officer (Principal
Sanford M. Kimmel Financial Officer)
By /s/ Joan L. Cadd Vice President and Controller July 22, 1997
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Joan L. Cadd
By * Director July 22, 1997
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Robert W. Fiondella
By * Director July 22, 1997
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Franklin D. Haftl
By * Director July 22, 1997
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Bernard Kelly
By * Director July 22, 1997
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Wendy Luscombe
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By * Director July 22, 1997
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Edward P. Lyons
By * Director July 22, 1997
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Philip R. McLoughlin
By * Director July 22, 1997
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David W. Searfoss
By * Director July 22, 1997
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Donald H. Trautlein
By * Director July 22, 1997
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Wilson Wilde
*By: /s/ Gerald L. Radke
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Gerald L. Radke
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Document
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4.1 Certificate of Amendment to the Company's Restated
Certificate of Incorporation, dated December 9, 1996,
incorporated by reference to Exhibit 4.5 to the Company's
Registration Statement on Form S-3 dated January 3, 1997
(File No. 333-19207).
4.2 Amendment to By-Laws of the Company, Article IV, Section 1, dated
June 8, 1995, incorporated by reference to Exhibit 3 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 0-15428).
4.3 Certificate of Merger of Transnational Re Corporation into
the Company, dated December 11, 1996, incorporated by
reference to Exhibit 3 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 (File No.
0-15428).
*5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
securities being registered.
*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
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