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)
DIRECTOR EQUITY AND DEFERRED COMPENSATION 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
- ------------------------------------ ------------- -------------- ------------------ ------------
Common Stock, par value 250,000 shares $31.47 $7,867,500 $2,385
$.01 per share
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(1) Any additional shares which may become issuable pursuant to the Director
Equity and Deferred Compensation Plan (to prevent dilution from stock
splits, stock dividends, reclassification and certain other events as
provided in Section 7 of the Director Equity and Deferred Compensation
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
Under the Director Equity and Deferred Compensation Plan, the number of
shares of Common Stock reserved and available for issuance is 250,000. The
number of shares reserved and available for issuance under the Director Equity
and Deferred Compensation 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, 1996, 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 (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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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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 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 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, pursuant
to certain letter agreements between
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the Company and each of its directors, the Company has undertaken to indemnify
its directors to the fullest extent permitted by Article Six of the Restated
Certificate of Incorporation and applicable Delaware law.
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 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).
4.5 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).
4.6 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).
4.7 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).
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4.8 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.
* 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.
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(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.
(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 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
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
-------------------------------
Gerald L. Radke
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Sequentially
Number Document Numbered Page
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 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).
4.5 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).
4.6 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).
4.7 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).
4.8 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. 12
*23.1 Consent of Price Waterhouse LLP. 14
*23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5).
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*24 Powers of Attorney. 15
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.
* Filed herewith
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