sv8
As filed with the Securities and Exchange
Commission on April 29, 2010
Registration No. 333-[
]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLATINUM UNDERWRITERS HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
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98-0416483 |
(State or other jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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The Belvedere Building
Pitts Bay Road
Pembroke HM 08 Bermuda
(Address of Principal Executive Offices) (Zip Code)
Platinum Underwriters Holdings, Ltd. 2010 Share Incentive Plan
(Full Title of the Plan)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(800) 624-0909
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Title of Securities to |
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Amount to Be |
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
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Be Registered |
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Registered |
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Offering Price Per Share |
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Aggregate Offering Price |
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Registration Fee |
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Common Shares, par value
$0.01 per share (1) |
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3,572,977 |
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$37.87 (2) |
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$135,308,638.99 |
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$8,213.77 (3) |
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(1) |
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In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of Common Shares which become
issuable pursuant to the provisions of the plan listed above by reason of antidilution and other
adjustments. |
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(2) |
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Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, these prices are
estimated solely for the purpose of calculating the registration fee and are based upon the
average of the high and low sales prices of the Registrants Common Shares on the New York
Stock Exchange on April 23, 2010. |
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(3) |
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Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, the aggregate
total registration fee of $9,647.51 is offset by the registration fee previously paid by
the Registrant with respect to unissued and unused Common Shares previously registered by
the Registrant on its Registration Statement on Form S-8 (Registration No. 333-133521) (the
Prior Registration Statement). The amount of the registration fee was calculated as the
difference between the aggregate total registration fee of $9,647.51 (calculated based on
the number of Common Shares to be offered and sold under the 2010 Share Incentive Plan)
less $1,433.74, which represents the portion of the registration fee associated with an
aggregate of 472,977 deregistered shares, that was previously paid in connection with the
Prior Registration Statement. The Registrant is filing a post-effective amendment to its
Prior Registration Statement to deregister the 472,977 unissued Common Shares
contemporaneously with the filing of this Registration Statement. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified by Part I of this Form S-8 Registration
Statement (the Registration Statement) will be sent or given to participants in the plan listed
on the cover of this Registration Statement (the Plan) as specified by Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as
amended (the Securities Act). Such document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Platinum Underwriters Holdings, Ltd. (the
Company) are incorporated herein by reference and made a part hereof:
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(a) |
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The Companys Annual Report on Form 10-K for the year ended December 31, 2009,
filed with the Commission on February 24, 2010; |
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(b) |
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The Companys Current Report on Form 8-K filed with the Commission on February
23, 2010; and |
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(c) |
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Description of the Companys Common Shares contained in the Companys
Registration Statement on Form 8-A, File No. 02663027, filed with the Commission on May
28, 2002, including any further amendments or reports filed for the purpose of updating
such description. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (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
in this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document 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 that also is
or is deemed to be incorporated by reference herein or therein) modifies or supersedes such
statement. Any 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is a Bermuda company. Set forth below is a description of certain provisions of
the Companies Act of 1981 of Bermuda, as amended (the Companies Act), and the Companys Amended
and Restated Bye-Laws, as presently in effect (the Bye-Laws), as such provisions relate to the
indemnification of directors and officers of the Company. This description is intended only as a
summary and is qualified in its entirety by reference to the applicable provisions of the Companies
Act and the Bye-Laws (attached hereto as Exhibit 3.2).
Section 98 of the Companies Act provides generally that a Bermuda company may indemnify its
directors and officers against any liability which by virtue of Bermuda law or otherwise would be
imposed on them, except in cases where such liability arises from the fraud or dishonesty of which
such director or officer may be guilty in relation to the company. Section 98 further provides
that a Bermuda company may indemnify its directors and officers against any liability incurred by
them in defending any proceeding, whether civil or criminal, in which judgment is awarded in their
favor or in which they are acquitted or if granted relief by the Supreme Court of Bermuda in
certain proceedings arising under Section 281 of the Companies Act.
The Company has adopted provisions in its Bye-Laws that provide that the Company shall
indemnify its officers and directors to the maximum extent permitted under the Companies Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Exhibit |
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Number |
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Description |
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3.1 |
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Memorandum of Association of the Company (incorporated by
reference to Exhibit 3.1 of the Companys Registration
Statement on Form S-1, as amended, File No. 333-86906). |
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3.2 |
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Amended and Restated Bye-Laws of the Company. |
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4.1 |
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Form of Certificate of the Common Shares, par value $0.01 per
share, of the Company (incorporated by reference to the
Companys |
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Exhibit |
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Number |
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Description |
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Annual Report on Form 10-K for the year ended
December 31, 2002, filed with the Commission on March 31,
2003). |
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5.1 |
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Opinion of Conyers Dill & Pearman Limited. |
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10.1 |
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Platinum Underwriters Holdings, Ltd. 2010 Share Incentive Plan. |
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23.1 |
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Consent of KPMG, a Bermuda partnership. |
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23.2 |
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Consent of KPMG LLP. |
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23.3 |
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Consent of Conyers Dill & Pearman Limited (included in Exhibit
5.1 hereto). |
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24.1 |
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Power of Attorney of the officers and directors who signed
this Registration Statement (included on Signature Page). |
Item 9. Undertakings.
(a) The undersigned Company 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. 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 end 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 this
effective Registration Statement;
(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 this Registration
Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in 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 registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plans 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 Company pursuant to the indemnification
provisions summarized in Item 6 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 the 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 Company 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.
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 the city of Hamilton, Bermuda as of the 29th day of April,
2010.
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PLATINUM UNDERWRITERS
HOLDINGS, LTD.
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By: |
/s/ Michael E. Lombardozzi
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Name: |
Michael E. Lombardozzi |
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Title: |
Executive Vice President, General
Counsel and Chief Administrative
Officer |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Michael D. Price and Michael E. Lombardozzi, and each of them severally, his true and
lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place
and stead, in any and all capacities, to do any and all things and execute any and all instruments
that such attorney may deem necessary or advisable under the Securities Act of 1933, the Securities
Exchange Act of 1934, and any rules, regulations and requirements of the Securities and Exchange
Commission (the Commission) in connection with this Form S-8 Registration Statement (this
Registration Statement) of Platinum Underwriters Holdings, Ltd. (the Registrant), including
specifically, but without limiting the generality of the foregoing, the power and authority to sign
his name in his respective capacity as a member of the Board of Directors or officer of the
Registrant, to this Registration Statement and/or such other form or forms as may be appropriate to
be filed with the Commission as any of them may deem appropriate in respect of the Common Shares of
the Registrant, to any and all amendments thereto and to any other documents filed with the
Commission, as fully for all intents and purposes as he might or could do in person, and hereby
ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and 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 by the following persons in the capacities and as of the dates indicated.
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s/ Michael D. Price
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President, Chief Executive
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April 29, 2010 |
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Michael D. Price
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Officer and Director |
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(Principal Executive Officer) |
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/s/ James A. Krantz
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Executive Vice President and
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April 29, 2010 |
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James A. Krantz
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Chief Financial Officer |
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(Principal Financial and
Principal Accounting Officer) |
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/s/ Dan R. Carmichael
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Chairman of the Board of Directors
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April 29, 2010 |
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Dan R. Carmichael |
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/s/ H. Furlong Baldwin
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Director
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April 29, 2010 |
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H. Furlong Baldwin |
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/s/ A. John Hass
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Director
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April 29, 2010 |
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A. John Hass |
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/s/ Antony P. D. Lancaster
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Director
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April 29, 2010 |
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Antony P. D. Lancaster |
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/s/ Edmund R. Megna
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Director
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April 29, 2010 |
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Edmund R. Megna |
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/s/ Peter T. Pruitt
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Director
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April 29, 2010 |
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Peter T. Pruitt |
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/s/ James P. Slattery
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Director
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April 29, 2010 |
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James P. Slattery |
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/s/ Christopher J. Steffen
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Director
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April 29, 2010 |
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Christopher J. Steffen |
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/s/ Donald Puglisi
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Authorized Representative in the
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April 29, 2010 |
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Donald Puglisi
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United States |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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3.1 |
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Memorandum of Association of the Company (incorporated by
reference to Exhibit 3.1 of the Companys Registration
Statement on Form S-1, as amended, File No. 333-86906). |
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3.2 |
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Amended and Restated Bye-Laws of the Company. |
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4.1 |
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Form of Certificate of the Common Shares, par value $0.01 per
share of the Company (incorporated by reference to the
Companys Annual Report on Form 10-K for the year ended
December 31, 2002, filed with the Commission on March 31,
2003). |
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5.1 |
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Opinion of Conyers Dill & Pearman Limited. |
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10.1 |
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Platinum Underwriters Holdings, Ltd. 2010 Share Incentive Plan. |
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23.1 |
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Consent of KPMG, a Bermuda partnership. |
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23.2 |
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Consent of KPMG LLP. |
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23.3 |
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Consent of Opinion of Conyers Dill & Pearman Limited (included
in Exhibit 5.1 hereto). |
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24.1 |
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Power of Attorney of the officers and directors who signed
this Registration Statement (included on Signature Page). |