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As filed with the Securities and Exchange Commission on January 29, 1998
Registration No.333-34829
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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DELPHI INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
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BERMUDA 6719 NOT APPLICABLE
(State or Other Jurisdiction of Incorporation or (Primary Standard Industrial Classification (I.R.S. Employer
Organization) Code Number) Identification Number)
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CHEVRON HOUSE CT CORPORATION SYSTEM
CHURCH STREET 1633 BROADWAY
HAMILTON, BERMUDA NEW YORK, NEW YORK 10019
(441) 295-3688 (212) 664-1666
(Address, Including Zip Code, and Telephone Number, (Name, Address, Including Zip Code, and Telephone Number, Including
Including Area Code, of Registrant's Principal Executive Offices) Area Code, of Agent for Service)
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Copies to:
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JAMES R. CAMERON, ESQ. NICOLAS G. TROLLOPE, ESQ.
BAKER & MCKENZIE CONYERS DILL & PEARMAN
805 THIRD AVENUE CLARENDON HOUSE, CHURCH STREET
NEW YORK, NEW YORK 10022 HAMILTON, BERMUDA
TELEPHONE: (212) 751-5700 TELEPHONE: (441) 295-1422
FACSIMILE: (212) 759-9133 FACSIMILE: (441) 292-4720
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of this prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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The Registrant's Registration Statement on Form S-1 (File No. 333-34829)
covering (i) 2,200,000 Common Shares, par value $.01 per share (the "Common
Shares"), and (ii) Rights (the "Rights") to acquire up to 2,050,000 Common
Shares, was declared effective on December 30, 1997. The Rights Offering was
completed on January 22, 1998.
This Post Effective Amendment No. 1 to the Registration Statement is being
filed to de-register (i) 150,000 Common Shares which were not required to be
issued to the Minimum Standby Purchasers pursuant to the Standby Agreement
and (ii) 10,493 Rights and the Common Shares issuable upon exercise thereof.
This Post Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda on
the 29th of January 1998.
DELPHI INTERNATIONAL LTD.
/s/ Colin O'Connor
By: ---------------------------------
Name: Colin O' Connor
Title: President, Chief Executive Officer
and Director
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
DATE
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SIGNATURE TITLE DATE
/s/ Colin O'Connor President, Chief Executive Officer
- ------------------------------------ and Director (Principal Executive, January 29, 1998
Colin O'Connor Accounting and Financial Officer)
* Chairman of the Board January 29, 1998
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Robert Rosenkranz
* Vice President and Director January 29, 1998
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David Ezekiel
* Director January 29, 1998
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Nicolas G. Trollope
* Director January 29, 1998
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Edward A. Fox
* Director January 29, 1998
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Harold F. Ilg
* Director January 29, 1998
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Charles P. O'Brien
* Director January 29, 1998
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Lewis S. Ranieri
* Director January 29, 1998
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Thomas L. Rhodes
* Director January 29, 1998
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Robert M. Smith, Jr.
/s/ Colin O'Connor
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* by Colin O' Connor as attorney-in-fact
