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As filed with the Securities and Exchange Commission on_________, 2000.
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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SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
Cayman Islands Not Applicable
(State of incorporation) (I.R.S. Employer
Identification No.)
P.O. Box 10657 APO
Grand Pavilion Commercial Centre
802 West Bay Road
George Town, Grand Cayman
Cayman Islands, British West Indies
(345) 949-2800
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
SECOND AMENDED AND RESTATED 1998 STOCK OPTION PLAN
1999 STOCK OPTION PLAN
HARBOURTON EMPLOYEE OPTIONS
(Full title of the plan)
CT Corporation System
1633 Broadway
New York, New York 10019
(212) 664-1666
(Name, address, and
telephone number, including area code,
of agent for service)
With copies to:
Robert L. Estep, Esq. Maples & Calder
Jones, Day, Reavis & Pogue P.O. Box 309, Ugland House
2727 N. Harwood Street George Town, Grand Cayman
Dallas, Texas 75201 Cayman Islands, British West Indies
(214) 220-3939 (345) 949-8066
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price per Offering Registration
be Registered Registered (1) Share Price Fee
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<S> <C> <C> <C> <C>
Ordinary Shares, par value $0.01 per share to be issued upon
exercise of option granted and outstanding and options authorized
and unissued under the Second Amended and Restated 1998 Stock
Option Plan....................................................... 1,600,000 $10.46875 (2) $ 16,750,000 $ 4,422
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</TABLE>
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<TABLE>
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<S> <C> <C> <C> <C>
Ordinary Shares, par value $0.01 per share to be issued upon
exercise of options granted and outstanding and options authorized
and unissued under the 1999 Stock Option Plan ..................... 750,000 $10.46875/(3)/ $7,851,562.50 $2,072.81
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Ordinary Shares, par value $0.01 per share to be issued upon
exercise of options granted and outstanding and options authorized
and unissued under the Harbourton Employee Options ................ 750,000 $10.46875/(4)/ $7,851,562.50 $2,072.81
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Total ............................................................. 3,100,000 $10.46875 $ 32,453,125 $8,567.62
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1. Pursuant to Rule 416, there are also registered hereunder such
indeterminate number of additional shares as may become issuable under the
Plans as a result of antidilution provisions or with respect to stock
splits, stock dividends or similar transactions which results in an
increase in the number of the Registrant's outstanding Ordinary shares.
2. The registration fee with respect to these shares has been computed in
accordance with paragraphs (c) and (h) of Rule 457, based upon the average
of the reported high and low sale prices of the Ordinary Shares on the
Nasdaq National Market System on December 4, 2000.
3. The registration fee with respect to these shares has been computed in
accordance with paragraphs (c) and (h) of Rule 457, based upon the average
of the reported high and low sale prices of the Ordinary Shares on the
Nasdaq National Market System on December 4, 2000.
4. The registration fee with respect to these shares has been computed in
accordance with paragraphs (c) and (h) of Rule 457, based upon the average
of the reported high and low sale prices of the Ordinary Shares on the
Nasdaq National Market System on December 4, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for by Part I of Form S-8 is included in the
description of Scottish Annuity & Life Holdings, Ltd.'s Second Amended and
Restated 1998 Stock Option Plan, 1999 Stock Option Plan, and Harbourton
Employee Options (collectively, the "Plans") and will be delivered to
persons eligible to purchase shares pursuant to the Plans as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
The information called for by Part I of the Form S-8 is included in
the description of Scottish Annuity & Life Holdings, Ltd.'s Harbourton
Employee Options Agreement, dated December ___, 2000 (the "Harbourton
Agreement"), between Scottish Annuity & Life Holdings, Ltd. and the
Harbourton employees, to be delivered to persons purchasing shares
pursuant to the Harbourton Agreement. Pursuant to the Note to Part I of
Form S-8, this information is not being filed with or included in this
Form S-8.
Upon written or oral request, Scottish Annuity & Life Holdings, Ltd.
("Scottish Annuity") will provide, without charge, the documents
incorporated by reference in Item 3 of Part II of this Registration
Statement. Requests for such information should be directed to Marge
Hurlston, Corporate Secretary, at (345) 949-2800.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities
and Exchange Commission (the "Commission") by Scottish Annuity are
incorporated by reference, as of their respective dates, in this
Registration Statement:
(a) Scottish Annuity's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, as filed with the Commission on April 3,
2000;
(b) Scottish Annuity's Quarterly Report on Form 10-Q for the
period ended September 30, 2000, as filed with the Commission on November
8, 2000;
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(c) The description of Scottish Annuity's outstanding Ordinary Shares
contained in Scottish Annuity's registration statement on Form 8-A
filed with the Commission on November 17, 1998, as amended on Form
8-A/A filed with the Commission on November 18, 1998.
In addition, all documents subsequently filed by Scottish Annuity 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 hereby 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 herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Registration
Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document that 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.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Cayman Islands law permits a company's articles of association to
provide for the indemnification of officers and directors, except to the extent
that such provision may be held by the Cayman Islands courts to be contrary to
public policy (for instance, for purporting to provide indemnification against
the consequences of committing a crime). In addition, an officer or director may
not be indemnified for his own dishonesty or wilful neglect or default.
Scottish Annuity's Articles of Association (the "Articles") contain
provisions providing for the indemnity by Scottish Annuity of an officer,
director, employee or agent of Scottish Annuity, or any person serving at the
request of Scottish Annuity as an officer, director, employee or agent of any
other company, for threatened, pending or contemplated actions, suits or
proceedings, whether civil, criminal, administrative or investigative, brought
against such indemnified person by reason of the fact that such person was an
officer, director, employee or agent of Scottish Annuity or serving in such
requested capacity. In addition, the Board of Directors may authorize Scottish
Annuity to purchase and maintain insurance on behalf of any such person against
any liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not Scottish Annuity would have
the power to indemnify him against such liability under the provisions of the
Articles.
Scottish Annuity has purchased directors and officers liability
insurance from third parties for its directors and executive officers. Scottish
Annuity also has entered into indemnity agreements with each of its executive
officers and directors.
The Articles provide that directors of Scottish Annuity shall have no
personal liability to Scottish Annuity or its shareholders for monetary damages
for breach of fiduciary or other duties as a director, except (i) for any breach
of a director's duty of loyalty to Scottish Annuity or its shareholders; (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) a payment of a dividend on stock of
Scottish Annuity or a purchase or redemption of stock of Scottish Annuity in
violation of law; or (iv) for any transaction from which a director derived an
improper personal benefit.
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Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit
Number Description of Exhibit
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4.1 Memorandum of Association of Scottish Annuity./1/
4.2 Articles of Association of Scottish Annuity./1/
4.3 Form of Common Stock Certificate./1/
5.1 Opinion of Maples and Calder./2/
23.1 Consent of Ernst & Young./2/
23.2 Consent of Maples and Calder is contained in the opinion filed as
Exhibit 5.1 hereto.
24.1 Power of attorney (included on signature page).
99.1 Scottish Annuity's Second Amended and Restated 1998 Stock Option
Plan./2/
99.2 Scottish Annuity's 1999 Stock Option Plan./2/
99.3 Scottish Annuity's Harbourton Employee Options./2/
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 the 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 the 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 a
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
____________________
/1/ Previously filed as an Exhibit to Scottish Annuity's Registration Statement
on Form S-1 (No. 333-57227) and incorporated herein by reference.
/2/ Filed herewith.
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(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; and
(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
undersigned Registrant's annual report pursuant to Section 13(a) or 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 foregoing provisions, 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 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 Dallas, State of Texas on December 8, 2000.
Scottish Annuity & Life Holdings, Ltd.
(Registrant)
By: /s/ MICHAEL C. FRENCH
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Michael C. French
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below authorizes Michael C. French and Scott E. Willkomm, each of whom may act
without joinder of the other, the true and lawful attorneys-in-fact with full
power of substitution and resubstitution, to execute in the name of each such
person who is then an officer or director of the Registrant and to file any
amendments to this Registration Statement necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
respect thereof, in connection with the registration of the securities which are
the subject of this Registration Statement, which amendments may make such
changes in the Registration Statement as such attorney may deem appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.
Signatures Title
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/s/ MICHAEL C. FRENCH Chairman of the Board, Chief December 8, 2000
------------------------- Executive Officer
Michael C. French
/s/ SCOTT E. WILLKOMM President and Director December 7, 2000
------------------------- (Principal Financial
Scott E. Willkomm Officer)
/s/ MICHAEL AUSTIN Director December 7, 2000
-------------------------
Michael Austin
/s/ BILL CAULFEILD-BROWNE Director December 7, 2000
-------------------------
Bill Caulfeild-Browne
/s/ ROBERT M. CHMELY Director December 7, 2000
-------------------------
Robert M. Chmely
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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4.1 Memorandum of Association of Scottish Annuity./1/
4.2 Articles of Association of Scottish Annuity./1/
4.3 Form of Common Stock Certificate./1/
5.1 Opinion of Maples and Calder./2/
23.1 Consent of Ernst & Young./2/
23.2 Consent of Maples and Calder is contained in the opinion filed as
Exhibit 5.1 hereto.
24.1 Power of attorney (included on signature page).
99.1 Scottish Annuity's Second Amended and Restated 1998 Stock Option
Plan./2/
99.2 Scottish Annuity's 1999 Stock Option Plan./2/
99.3 Scottish Annuity's Harbourton Employee Options./2/
__________________________
/1/ Previously filed as an Exhibit to Scottish Annuity's Registration
Statement on Form S-1 (No. 333-57227) and incorporated herein by
reference.
/2/ Filed herewith.
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