As filed with the Securities and Exchange Commission on August 25, 2004
REGISTRATION NO. 333-_____
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
PXRE GROUP LTD.
(Exact name of Registrant as specified in its charter)
BERMUDA NOT APPLICABLE
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
-------------
PXRE HOUSE
110 PITTS BAY ROAD
PEMBROKE HM08 BERMUDA
(Address, including zip code, of Principal Executive Offices)
--------------
PXRE GROUP LTD. INCENTIVE BONUS COMPENSATION PLAN
(Full Title of the Plan)
-------------
JOHN M. MODIN
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
PXRE GROUP LTD.
PXRE HOUSE
110 PITTS BAY ROAD
PEMBROKE HM08 BERMUDA
(441) 296-5858
(Name, address, and telephone number,
including area code, of agent for service)
-------------
COPIES TO:
GARY ROTHSTEIN, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
(212) 309-6000
(877) 432-9652
---------------
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE (3)
------------------------------------------------------------------------------------------------------------------------------
Company's Common Shares, $1.00 par value 450,000 (1) $ 23.075 (2) $ 10,383,750 $1,315.63
=============================================================================================================================
(1) Pursuant to Rule 416(a), the number of shares being registered shall
include an indeterminate number of additional Common Shares which may
become issuable as a result of share splits, share dividends, or
similar transactions in accordance with anti-dilution provisions of the
PXRE Group Ltd. Incentive Bonus Compensation Plan.
(2) Calculated pursuant to Rules 457(c) and (h), based upon the high and
low prices for the common stock as reported on the New York Stock
Exchange on August 19, 2004.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended (the "Securities Act"), as follows: Proposed maximum aggregate
offering price per share multiplied by .00012670.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted pursuant to Rule 428 and Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted pursuant to Rule 428 and Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference and are deemed to
be a part of this Registration Statement:
o Our Annual Report on Form 10-K for the year ended December 31,
2003, filed with the SEC on March 12, 2004;
o Our Quarterly Reports on Form 10-Q for the period ended March 31,
2004, filed with the SEC on May 7, 2004 and for the period ended
June 30, 2004, filed with the SEC on August 5, 2004.
o Our Current Reports on Form 8-K filed with the SEC on March 26,
2004, May 6, 2004, May 18, 2004, July 1, 2004, August 5, 2004 and
August 24, 2004; and
o The description of our Common Shares contained in our Registration
Statement on Form 8-A filed with the SEC on August 23, 1999,
including any amendment or report filed for the purpose of updating
such description.
All documents that we file with the SEC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the termination of the offering shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such 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.
EXPERTS
The consolidated financial statements and financial statement schedules
of PXRE Group Ltd. as of December 31, 2003 and 2002, and for each of the years
in the three-year period ended December 31, 2003, have been incorporated by
reference herein and in the registration statement in reliance upon the reports
of KPMG LLP, an independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. The audit reports refer to the adoption of the provisions of FAS
133 "Accounting for Derivative Instruments and Hedging Activities," during 2001.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Bermuda law and our bye-laws, we may indemnify our directors,
officers or any other person appointed to a committee of the board of directors
(and their respective heirs, executors or administrators) to the full extent
permitted by law against all actions, costs, charges, liabilities, loss, damage
or expense incurred or sustained by such person by reason of any act done,
concurred in or omitted in the conduct of our business or in the discharge of
his/her duties; provided that such indemnification shall not extend to any
matter in which any of such persons is found, in a final judgement or decree not
subject to appeal, to have committed fraud or dishonesty.
We maintain officer and director liability insurance insuring such
persons against liabilities incurred in the discharge of their duties and also
insuring us against its indemnification obligations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
II-2
ITEM 8. EXHIBITS.
Exhibit Description
------- -----------
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) is 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) is
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) is
incorporated herein by reference).
5.1 Opinion of Conyers Dill & Pearman.
23.1 Consent of Conyers Dill & Pearman (included in
Exhibit 5.1).
23.2 Consent of KPMG LLP.
24 Powers of Attorney (included on signature page of
this Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) 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; and
II-3
(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 paragraphs (a)(1)(i) and (a)(1)(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 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 the 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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC 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.
II-4
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 the 25th day of August, 2004.
PXRE Group Ltd.
By: /s/ Jeffrey L. Radke
----------------------
Jeffrey L. Radke
President and Chief Executive Officer
Know all persons by these presents, each person whose signature appears
below constitutes and appoints Jeffrey Radke, John Modin and Guy Hengesbaugh and
each of them, either of whom may act without the joinder of the other as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any and all other documents and instruments
incidental thereto, and to file the same, with all exhibits thereto, and any
registration statements filed pursuant to General Instruction E to Form S-8 of
this Registration Statement and any and all amendments thereto (including
post-effective amendments) and all documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following individuals in the
capacities and on the date or dates indicated.
/s/ Gerald L. Radke Chairman of the Board August 25, 2004
-------------------
Gerald L. Radke
/s/ Jeffrey L. Radke President and Chief August 25, 2004
-------------------- Executive Officer (Principal
Jeffrey L. Radke Executive Officer)
II-5
/s/ John M. Modin Executive Vice-President and August 25, 2004
----------------- Chief Financial Officer
John M. Modin (Principal Financial Officer
and Principal Accounting
Officer)
/s/ Robert W. Fiondella Director August 25, 2004
-----------------------
Robert W. Fiondella
/s/ F. Sedgwick Browne Director August 25, 2004
----------------------
F. Sedgwick Browne
/s/ Franklin D. Haftl Director August 25, 2004
---------------------
Franklin D. Haftl
/s/ Wendy Luscombe Director August 25, 2004
------------------
Wendy Luscombe
/s/ Philip R. McLoughlin Director August 25, 2004
------------------------
Philip R. McLoughlin
/s/ Bradley E. Cooper Director August 25, 2004
---------------------
Bradley E. Cooper
/s/ Susan S. Fleming Director August 25, 2004
--------------------
Susan S. Fleming
/s/ Craig A. Huff Director August 25, 2004
-----------------
Craig A. Huff
/s/ Robert Stavis Director August 25, 2004
-----------------
Robert Stavis
/s/ Mural R. Josephson Director August 25, 2004
----------------------
Mural R. Josephson
II-6
Exhibit Description
------- -----------
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) is 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) is
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) is
incorporated herein by reference).
5.1 Opinion of Conyers Dill & Pearman.
23.1 Consent of Conyers Dill & Pearman (included in
Exhibit 5.1).
23.2 Consent of KPMG LLP.
24 Powers of Attorney (included on the signature page of
this Registration Statement).
II-7