As filed with the Securities and Exchange Commission on December 6, 1999
Registration No. 333-85451
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 3 to
FORM S-4
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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PXRE GROUP LTD.
(Exact name of registrant as specified in its charter)
Bermuda
(State or other jurisdiction
of incorporation or organization)
[Not Applicable]
(I.R.S. Employer Identification No.)
99 Front Street
Hamilton HM 12
Bermuda
(Address of principal executive offices)
1988 STOCK OPTION PLAN
(Full title of the plan)
James F. Dore
Executive Vice President and Chief Financial Officer
PXRE Group Ltd.
Suite 231
12 Church Street
Hamilton HM 11
Bermuda
(441) 296-5858
(Name, address and telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
========================================================================================================================
Title of securities to be registered Amount to be Proposed Proposed Amount of
registered maximum maximum registration
offering price aggregate offering fee
per share price
- ------------------------------------------------------------------------------------------------------------------------
See Below N/A* N/A* N/A* N/A*
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(1) No additional securities are to be registered and registration fees were
paid upon the filing of the original Registration Statement No.
333-85451. Therefore, no further registration fee is required.
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EXPLANATORY NOTES
This Post-Effective Amendment No. 3 on Form S-8 to the Registration
Statement No. 333-85451 on Form S-4 (the "PXRE Group Registration Statement") is
being filed pursuant to Rule 414 under the Securities Act of 1933, as amended
(the "Securities Act"), by PXRE Group Ltd., a Bermuda corporation (the
"Registrant"), which is the successor to PXRE Corporation, a Delaware
corporation ("PXRE Delaware"), following a reorganization (the "Reorganization")
effective on October 6, 1999. The Reorganization was accomplished through the
merger of PXRE Merger Corp., a Delaware corporation and a newly formed, indirect
wholly-owned subsidiary of Registrant, with and into PXRE Delaware with the
result that the Registrant has become the parent holding company of PXRE
Delaware. As a result of the Reorganization, each outstanding share of PXRE
Delaware common stock was converted into one common share of the Registrant. The
Registrant's common shares are now traded on the New York Stock Exchange under
the symbol "PXT."
As a result of the Reorganization, the Registrant assumed PXRE
Delaware's various stock compensation plans (the "Plans"), including PXRE
Delaware's 1988 Stock Option Plan (the "1988 Stock Option Plan"). The 1988 Stock
Option Plan has been amended and restated to reflect that the Registrant's
common shares will be issuable thereunder in place of the common stock of PXRE
Delaware. The 1988 Stock Option Plan As Amended and Restated, which was approved
by the Registrant's Board of Directors on October 14, 1999, is attached as
Exhibit 4.5. The 1988 Stock Option Plan was the subject of Registration
Statement on Form S-8 and S-3 (Registration No. 33-35521, filed on June 21,
1990; the "Plan Registration Statement").
The Reorganization and the assumption and amendment of the 1988 Stock
Option Plan were approved by the shareholders of PXRE Delaware at a Special
Meeting of Shareholders held on October 5, 1999 for which proxies were solicited
pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
In accordance with paragraph (d) of Rule 414 of the Securities Act,
except as modified by this Post-Effective Amendment No. 3, the Registrant
expressly adopts the Plan Registration Statement as its own registration
statement for all purposes under the Securities Act and Exchange Act.
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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") are incorporated herein by reference:
(a) (i) PXRE Delaware's latest Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, filed pursuant to Section 13(a) of the Exchange
Act.
(ii) The Registrant's latest proxy statement/prospectus which is
contained in the PXRE Group Registration Statement on Form S-4 (Registration No.
333-85451); Registrant's report on Form 10-Q dated November 12, 1999.
(b) PXRE Delaware's reports on Form 8-K, dated January 8, 1999, October
5, 1999 and October 6, 1999; PXRE Delaware's reports on Form 10-Q, dated May 14,
1999 and August 12, 1999.
(c) The description of the Registrant's common shares, par value $1.00
per share (the "Common Shares"), contained in the PXRE Group Registration
Statement on Form 8A, filed on August 23, 1999.
In addition, all reports and other documents filed by the Registrant
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
Not applicable.
Item 6. Indemnification of Directors and Officers
Under Bermuda law, a company is permitted to indemnify its officers and
directors, out of the funds of the company, against any liability incurred by
them in defending any proceedings, whether civil or criminal, in which judgment
is given in their favor, or in which they are acquitted, or where, under
relevant Bermuda legislation, relief from liability is granted to them by the
court.
Bye-Law No. 39 of the Registrant's Bye-Laws governs indemnification by
the Registrant and provides:
(1) The Directors and Officers (such term to include, for the purposes
of this Bye-Law, any individual appointed to any committee by the Board) for the
time being acting in relation to any of the affairs of the Company and the
liquidator or trustees (if any) for the time being 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 held 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 reason 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 others of them or for joining in any
receipts for the sake of conformity, or for any bankers or other Persons with
whom any monies or effects belonging to the Company shall or may be delivered or
deposited for safe custody, or for insufficiency or deficiency of any security
upon which any monies of or belonging to the Company shall be deposited 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
fraud or dishonesty which may attach to any of said individuals.
(2) Each Member and the Company agree to waive any claim or right of
action he or it 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, or supposed duties, with or for the
Company; provided that such waiver shall not extend to any matter in respect of
any fraud or dishonesty which may attach to such Director or Officer. Any repeal
or modification of this Bye-Law shall not adversely affect any right or
protection of a Director or Officer of the Company existing immediately prior to
such repeal or modification.
(3) Expenses incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the Company in advance of the final disposition of
such action, suit or proceeding as authorized by the Board in the specific case
upon receipt of an undertaking by or on behalf of the Director, Officer,
liquidator or trustee to repay such amount unless it shall ultimately be
determined that the individual is entitled to be indemnified by the Company as
authorized in these Bye-Laws or otherwise pursuant to the laws of Bermuda.
The Registrant maintains officer and director liability insurance
insuring such persons against liabilities incurred in the discharge of their
duties and also insuring the Registrant against its indemnification obligations.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
4.1 Memorandum of Association of the Registrant (Exhibit 3.1 to
the Registrant's Registration Statement on Form S-4 dated
August 18, 1999 (Registration No. 333-85451) and incorporated
herein by reference).
4.2 Bye-Laws of the Registrant (Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) and incorporated herein by
reference).
4.3 Form of Specimen Common Share certificate, par value $1.00 per
share, of the Registrant (Exhibit 4.1 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) and incorporated herein by
reference).
4.4 1988 Stock Option Plan, as amended (Exhibit A to the first
Prospectus forming part of PXRE Delaware's Form S-8 and S-3
Registration Statement dated June 21, 1990 (File No. 33-35521)
and incorporated herein by reference). (M)
4.5 1988 Stock Option Plan As Amended and Restated. (M)
23.1 Consent of PricewaterhouseCoopers as to financial statements
of PXRE Group (Exhibit 23.1 to the Registrant's Registration
Statement on Form S-4 dated August 18, 1999 (Registration No.
333-85451) and incorporated herein by reference).
23.2 Consent of PricewaterhouseCoopers LLP as to financial
statements of PXRE Delaware (Exhibit 23.2 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) and incorporated herein by
reference).
24 Powers of Attorney.
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(M) Indicates a management contract or compensatory plan or arrangement in
which the directors and/or executive officers of PXRE participate.
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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.
(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
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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 of 1933, 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 December 6, 1999.
PXRE GROUP LTD.
(Registrant)
By /s/ Gerald L. Radke
---------------------------
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 dates indicated.
Signature Title Date
--------- ----- ----
By /s/ Gerald L. Radke Chairman of the Board, December 6, 1999
------------------------------------ President, Chief Executive Officer and
Gerald L. Radke Director (Principal Executive Officer)
By /s/ James F. Dore Executive Vice President and December 6, 1999
------------------------------------ Chief Financial Officer (Principal
James F. Dore Financial Officer and Principal
Accounting Officer)
By * Director December 6, 1999
------------------------------------
F. Sedgwick Browne
By Director , 1999
-------------------------------------
Robert W. Fiondella
By * Director December 6, 1999
-------------------------------------
Franklin D. Haftl
By * Director December 6, 1999
----------------------------------------
Bernard Kelly
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By * Director December 6, 1999
----------------------------------------
Wendy Luscombe
By * Director December 6, 1999
----------------------------------------
Philip R. McLoughlin
By * Director December 6, 1999
-----------------------------------------
David W. Searfoss
By * Director December 6, 1999
-----------------------------------------
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 Memorandum of Association of the Registrant (Exhibit 3.1 to the
Registrant's Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) and incorporated herein by reference).
4.2 Bye-Laws of the Registrant (Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999 (Registration
No. 333-85451) and incorporated herein by reference).
4.3 Form of Specimen Common Share certificate, par value $1 per share, of
the Company (Exhibit 4.1 to the Registrant's Registration Statement on
Form S-4 dated August 18, 1999 (Registration No. 333-85451) and
incorporated herein by reference).
4.4 1988 Stock Option Plan, as amended (Exhibit A to the first Prospectus
forming part of PXRE Delaware's Form S-8 and S-3 Registration Statement
dated June 21, 1990 (File No. 33-35521) and incorporated herein by
reference). (M)
*4.5 1988 Stock Option Plan As Amended and Restated. (M)
23.1 Consent of PricewaterhouseCoopers as to financial statements of PXRE
Group (Exhibit 23.1 to the Registrant's Registration Statement on Form
S-4 dated August 18, 1999 (Registration No. 333-85451) and
incorporated herein by reference).
23.2 Consent of PricewaterhouseCoopers LLP as to financial statements of
PXRE Delaware (Exhibit 23.2 to the Registrant's Registration Statement
on Form S-4 dated August 18, 1999 (Registration No. 333-85451) and
incorporated herein by reference).
*24 Powers of Attorney.
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* Filed herewith
(M) Indicates a management contract or compensatory plan or arrangement in
which the directors and/or executive officers of PXRE participate.
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