PXRE GROUP LTD, S-8 POS, 1999-11-09

PXRE GROUP LTD
S-8 POS, 1999-11-09
TITLE INSURANCE

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 1999
REGISTRATION NO. 333-85451
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------

POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933

--------------------

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)

EMPLOYEE STOCK PURCHASE 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)

-----------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------
Title of securities to be registered Amount to be Proposed Proposed maximum Amount of
registered maximum aggregate offering registration
offering price price fee
per share
<S> <C> <C> <C> <C>
- - -------------------------------------------------------------------------------------------------------------------------
See Below N/A* N/A* N/A* N/A*
- - -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(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.

<PAGE>

EXPLANATORY NOTES

This Post-Effective Amendment No. 2 on Form S-8 to the Registration
Statement No. 333-85451 on Form S-4 (the "PXRE Group Registration Statement")
is being filed for the purpose of filing two exhibits that were inadvertently
omitted in Post-Effective Amendment No. 1, filed on November 2, 1999.

<PAGE>

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 Employee Stock Purchase Plan, as amended (Appendix A to PXRE
Delaware's Proxy Statement dated April 23, 1993, and
incorporated herein by reference). (M)

4.5 Employee Stock Purchase 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.

- - -----------------------

(M) Indicates a management contract or compensatory plan or arrangement in
which the directors and/or executive officers of PXRE participate.

<PAGE>

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 November 9, 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.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
By /s/ Gerald L. Radke Chairman of the Board, November 9, 1999
---------------------------- President, Chief Executive Officer and
Gerald L. Radke Director (Principal Executive Officer)

By /s/ James F. Dore Executive Vice President and November 9, 1999
---------------------------- Chief Financial Officer (Principal
James F. Dore Financial Officer and Principal
Accounting Officer)

By * Director November 9, 1999
----------------------------
F. Sedgwick Browne
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
By Director November __, 1999
----------------------------
Robert W. Fiondella

By * Director November 9, 1999
----------------------------
Franklin D. Haftl

By * Director November 9, 1999
----------------------------
Bernard Kelly

By * Director November 9, 1999
----------------------------
Wendy Luscombe

By * Director November 9, 1999
----------------------------
Philip R. McLoughlin

By * Director November 9, 1999
----------------------------
David W. Searfoss

By * Director November 9, 1999
----------------------------
Wilson Wilde

*By: /s/ Gerald L. Radke
---------------------
Gerald L. Radke
Attorney-in-Fact
</TABLE>

<PAGE>

EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Document Numbered Page
- - ------- -------- -------------
<S> <C> <C>
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).

4.4 Employee Stock Purchase Plan, as amended (Appendix A to PXRE
Delaware's Proxy Statement dated April 23, 1993, and
incorporated herein by reference). (M)

*4.5 Employee Stock Purchase Plan (as Amended and Restated). (M)

*24 Powers of Attorney.
</TABLE>
- - -----------------------

* Filed herewith

(M) Indicates a management contract or compensatory plan or arrangement in
which the directors and/or executive officers of PXRE participate.

<PAGE>

EXHIBIT 4.5

PXRE GROUP LTD.
EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated)

This Stock Purchase Plan (the "Plan") of PXRE Group Ltd. (the
"Corporation") is established to provide eligible employees of the Corporation
or its subsidiaries a continual opportunity to purchase common stock of the
Corporation through payroll deductions.(1)

1. STOCK SUBJECT TO PLAN.

The stock subject to the Plan shall be Shares of the Corporation's
authorized but unissued or reacquired Common Shares ("Common Shares" or
"Shares"), par value $1.00 per share. The aggregate number of Shares on which
options may be granted pursuant to the Plan shall not exceed 35,000 Shares. If
an option shall expire or terminate for any reason without having been exercised
in full, the Shares subject to the unexercised or terminated option shall not be
considered to have been subject to an option for purposes of the limitation on
the aggregate number of Shares subject to the Plan.

2. ADMINISTRATION.

The Plan shall be administered by the Board of Directors of the
Corporation or any committee thereof appointed by the Board of Directors.
Subject to the provisions of the Plan set forth herein, the Board or such
committee is authorized to establish rules and regulations pertaining to
administration of the Plan.

3. GENERAL RESTRICTIONS.

Under this Plan:

(1) Options are to be granted only to employees of the
Corporation or of its parent or subsidiary corporations to purchase stock in any
such corporation.

- - --------
(1) The Plan was originally a plan of PXRE Corporation, a Delaware corporation
("PXRE Corp."), which provided, among other things, for the grant of PXRE Corp.
stock. Pursuant to an Agreement and Plan of Merger dated as of July 7, 1999
among the Corporation, PXRE Corp. and PXRE Merger Corp., PXRE Corp. reorganized
so that, among other things, the Corporation, a Bermuda corporation, became the
parent holding company for PXRE Corp. As a result of the reorganization, each
outstanding share of PXRE Corp. under the Plan was automatically converted into
one common share of the Corporation. Additionally, pursuant to the
reorganization, the Corporation assumed all of the obligations of PXRE Corp.
under the Plan.

<PAGE>

(2) No employee shall be granted an option if such employee,
immediately after the option is granted, owns stock possessing 5 percent or more
of the total combined voting power or value of all classes of stock of the
Corporation or of its parent or subsidiary corporation. For purposes of this
paragraph, the rules of Sec. 425(d) of the Internal Revenue Code shall apply in
determining the stock ownership of an individual, and stock which the employee
may purchase under outstanding options shall be treated as stock owned by the
employee.

(3) No employee shall be granted an option which permits his
rights to purchase stock under all such plans of his employer Corporation and
its parent and subsidiary corporations to accrue at a rate which exceeds $25,000
of fair market value of such stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding at any time.
For purposes of this paragraph:

(1) the right to purchase stock under an option
accrues when the option (or any portion thereof) first becomes exercisable
during the calendar year;

(2) the right to purchase stock under an option
accrues at the rate provided in the option, but in no case may such rate
exceed $25,000 of fair market value of such stock (determined at the time such
option is granted) for any one calendar year; and

(3) a right to purchase stock which has accrued under
one option granted pursuant to the plan may not be carried over to any other
option.

(4) Such option shall not be transferable by such employee
otherwise than by will or the laws of descent and distribution, and such option
may be exercised, during his lifetime, only by him.

(5) All employees granted options under this plan shall have
the same rights and privileges, other than restrictions herein related to the
percentage of an employee's compensation which may be credited toward such
employee's account hereunder.

(6) No option granted hereunder may be exercised after the
expiration of 3 months from the date such option is granted.

4. ELIGIBILITY.

All employees of the Corporation or any of its subsidiaries shall be
eligible to participate in the Plan except:

(1) Employees whose customary employment is 20 hours or less
per week, and

(2) Employees whose customary employment is for not more than
5 months in any calendar year.

5. PARTICIPATION IN THE PLAN.

<PAGE>

To participate in the Plan, whether participating for the first time or
renewing participation after it has been terminated, an eligible employee must
complete and file with the appropriate payroll office a Payroll Authorization
Form, which shall authorize payroll deductions from the employee's Basic
Compensation. Such deductions shall commence with the pay period after the form
is filed with and recorded in the appropriate payroll office, and shall continue
until the employee terminates participation in the Plan or the Plan is
terminated. "Basic Compensation" is regular compensation including commissions,
before any deductions or withholdings, but excluding overtime, bonuses, amounts
paid in reimbursement of expenses (including those paid as part of commissions)
and other additional compensation.

(1) A Participant may authorize the deduction of any amount,
provided such amount is not less than $5.00 per week, nor more than the larger
of $5.00 per week or 20% of his Basic Compensation for the payroll period. The
Corporation shall maintain a payroll deduction account for each participating
employee (the "plan account") to which shall be credited all such payroll
deductions and from which shall be deducted amounts charged for the purchase of
Shares hereunder and withdrawals, as hereinafter provided. No interest will be
paid on any plan account balance.

(2) A Participant may change the amount of his payroll
deduction by filing a new Payroll Authorization Form. Any change must conform to
the minimum and maximum limitations above. The change will become effective with
the first payroll period after the change in January, April, July, or October,
whichever occurs first. Two such changes are permitted per calendar year.

(3) Each Participant shall have an option to purchase Common
Shares of the Corporation four times per year. The "Grant Date" of the option to
purchase Shares is the first Monday of January, April, July, and October,
respectively, on which sales of the Corporation's Common Shares are traded on an
exchange, or if the Corporation's Common Shares is not traded on any such
Monday, then the Grant Date is the next succeeding day on which such stock is
traded. On each Grant Date a Participant shall be given an option to purchase
Shares on the next Grant Date (the date on which the Shares are purchased is
hereinafter called the "Exercise Date") at the "Option Price," as defined below.
Each Option will be exercisable for the three-month period (an "Option Period")
beginning on a Grant Date and ending on the Exercise Date next succeeding such
Grant Date. Effective as of October 1, 1999 and notwithstanding the foregoing,
the Exercise Date for options granted on the July, 1999 Grant Date shall be
October 6, 1999.

On each Exercise Date the Participant's account will automatically be
charged for an amount sufficient to purchase the maximum number of whole Shares
purchasable at the Option Price with the balance in such account on the Exercise
Date. As soon after each Exercise Date as practicable, certificates for the
Shares purchased on such Participant's behalf at such Exercise Date will be
distributed to such Participant.

(4) The "Option Price" per share shall be the lesser of (1)
85% of the fair market value of a share of the Corporation's Common Shares on
the Grant Date, or (2) 85% of the fair market value of a share of the
Corporation's Common Shares on the Exercise Date, but in no event

<PAGE>

less than the par value of the Common Shares, which is $1.00 per share. The fair
market value of such stock shall be considered as the mean of the per share bid
and asked price of the Common Shares as reported by the NASDAQ Interdealer
Quotation System on such date or, if the stock is listed on an exchange, the
average of the high and low prices quoted for such stock on such date.

Notwithstanding the foregoing, it is the express intent of the
Corporation that the Plan comply with the requirements of Sec. 423 (or a
successor section) of the Internal Revenue Code. In the event of an amendment to
such section which would require that this Plan provide for an Option Price
greater than the Option Price provided above, then the Option Price shall be the
lowest price which will bring the Plan into compliance with such section.

(5) The minimum purchase under the Plan is one share.

(6) As of the close of each calendar year, each Participant
will be given a report setting forth the Grant Date and Option Price for his
current option, the net balance in his account as of the beginning of the year,
credits thereto reflecting his payroll deductions during the year, the number of
Shares issued to him during the year, if any, and the price at which they were
issued, refunds, if any, to him during the year and the net balance in his
account at the end of the year.

(7) Stock certificates representing the Shares that a
Participant purchases under the Plan may be issued in his name alone or, if he
so designated in his Payroll Authorization Form, in his name and the name of
another as joint tenants with right of survivorship.

(8) A Participant's rights under the Plan, including any
options which are granted, may not be transferred. Upon his death, any credit
balance in his account or stock certificate representing Shares for which an
option has already been exercised shall be distributed in accordance with
applicable state law. Rights under the Plan are exercisable only by a
Participant or, in the event of death, by his estate.

(9) A Participant may not withdraw any portion of the credit
balance in his account unless his participation terminates. Participation will
terminate only if one of the following events occurs:

(1) A Participant files a written notification of his
withdrawal, as provided by rules to be established by the Board of Directors. A
Participant may withdraw at any time and for any reason.

(2) A Participant is no longer employed by the
Corporation or any of its subsidiaries. This includes cessation of employment by
reason of death or retirement.

(3) A Participant ceases to be eligible for
participation. Thus, if he is a full-time employee but for some reason he begins
working on part-time basis of 20 hours or less per week or for 5 months or less
in any calendar year, his participation will terminate.

(4) Termination of the Plan.

<PAGE>

If one of the above events occurs terminating participation in the
Plan, a withdrawal of the credit balance in a Participant's account can be made.

If participation in the Plan terminates for any of the above reasons,
no further payroll deductions shall be made from a Participant's Basic
Compensation. At his election or that of his estate, as the case may be, the
balance in his account shall be either paid to him or his estate, or shall be
retained until the next Exercise Date to purchase Shares. After termination, he
may not once again begin participation in the Plan until after the next two
succeeding Option Periods following the date of such termination have expired.

6. CHANGE IN CAPITAL STRUCTURE.

The Corporation shall make appropriate adjustment in the Plan and any
option granted under the Plan to reflect any change in the Common Shares of the
Corporation by reason of a stock dividend or split-up or otherwise.

7. USE OF PROCEEDS.

All proceeds received by the Corporation under the Plan shall be used
for its general corporate purposes.

8. AMENDMENTS.

The Board of Directors of the Corporation, at any time, or from time to
time, may amend, suspend, or terminate the Plan without the approval of the
shareholders, provided, however, that except to conform the Plan to the
requirements of the Internal Revenue Code, no amendment shall without the
approval of the shareholders, be made (i) increasing the number of Shares
authorized for the Plan (other than as provided in Section 6), (ii) changing the
formula for determining the Option Price per share, or (iii) further limiting
the employees of the Corporation or its subsidiaries who may participate in the
Plan.

9. EFFECTIVE DATE, SUSPENSION AND TERMINATION.

The Plan shall become effective when (i) the Plan has been adopted by
the Board of Directors and approved by the stockholders of the Corporation by a
majority vote of those present and entitled to vote at any annual or special
meeting at which a quorum is present, (ii) a registration statement under the
Securities Act of 1933, as amended, has become effective with respect to the
Shares to be purchased under the Plan and (iii) the Board of Directors of the
Corporation has specified the date of the first Option Period. In all events,
this Plan shall not be effective unless approved by the stockholders of the
Corporation within 12 months before or after the date the Plan is adopted. The
Plan shall terminate upon the termination of the Plan by the Board of Directors
of the Corporation or when no more Shares remain to be purchased under the Plan,
whichever occurs first. Upon the termination of the Plan, all unexercised
options theretofore granted pursuant hereto and all authorized payroll
deductions hereunder shall remain in full force and be carried out and effected,

<PAGE>

and upon the exercise or termination of such options, as the case may be, the
then remaining credit balances in the respective Participants' plan accounts
shall be returned to the Participants for whom such plan accounts were
established. The Plan shall be suspended and become inoperative with respect to
Shares not theretofore optioned under the Plan (but not with respect to any
uncompleted offerings) during any period in which no registration statement or
amendment thereto under the Securities Act of 1933, as amended, is in effect
with respect to the Shares so remaining to be purchased under the Plan.(2)

10. GOVERNMENTAL REGULATIONS.

The Corporation's obligation to sell and deliver its Common Shares
under the Plan is subject to the approval of any governmental authority required
in connection with the authorization, issuance or sale of such stock.

11. MISCELLANEOUS.

(1) This Plan shall be subject to, and governed by, the laws
of the State of Delaware irrespective of the fact that one or more of the
parties now is, or may become, a resident of a different state.

(2) In the event any parts of this Plan are found to be void,
the remaining provisions of this Plan shall nevertheless be binding with the
same effect as though the void parts were deleted.

(3) Wherever in this Plan, words including pronouns, are used
in the masculine, they shall be read and construed in the feminine or neuter
whenever they would so apply, and wherever in this Plan words, including
pronouns, are used in the singular or plural, they shall be read and construed
in the plural or singular, respectively, wherever they would so apply.

(4) Claims for benefits under the Plan shall be made in
writing to the Corporation. If such claim for benefits is wholly or partially
denied, the Corporation shall, within a reasonable period of time, but no later
than ninety (90) days after receipt of the claim, notify the claimant of the
denial of the claim. Such notice of denial (i) shall be in writing, (ii) shall
be written in a manner calculated to be understood by the claimant, and (iii)
shall contain (a) the specific reason or reasons for denial of the claim, (b) a
specific reference to the pertinent plan provisions upon which the denial is
based, (c) a description of any additional material or information necessary for
the claimant to perfect the claim, along with an explanation why such material
or information is necessary, and (d) an explanation of the Plan's claim review
procedure.

- - --------
(2) The Plan was originally adopted by the Board of Directors of Phoenix Re
Corporation and approved by the shareholders of Phoenix Re Corporation on
February 18, 1987; amended by the Board of Directors of Phoenix Re Corporation
on March 25, 1997; approved by the shareholders of Phoenix Re Corporation on May
20, 1993. See Footnote 1.

(5) Within one hundred twenty (120) days of the receipt by the
claimant of the written notice of denial of the claim, or such later time as
shall be deemed reasonable taking into account the nature of the benefit subject
to the claim and any other attendant circumstances or if the claim has not been
granted within a reasonable period of time, the claimant may file a written
request with the Corporation that it conduct a full and fair review of the
denial of the claimant's claim for benefits, including the conducting of a
hearing, if deemed necessary by the reviewing party. In connection with the
claimant's appeal of the denial of his benefit, the claimant may review
pertinent documents and may submit issues and comments in writing.

(6) The Corporation shall deliver to the claimant a written
decision on the claim promptly, but not later than sixty (60) days, after the
receipt of the claimant's request for review, except that if there are special
circumstances (such as the need to hold a hearing, if necessary) which require
an extension of time for processing, the aforesaid sixty (60) day period shall
be extended to one hundred twenty (120) days. Such decision shall (i) be written
in a manner calculated to be understood by the claimant, (ii) include specific
reasons for the decision, and (iii) contain specific references to the pertinent
plan provisions upon which the decision is based.

(7) The Secretary of the Corporation shall maintain a copy of
the Plan, and any amendments thereto.

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer and/or director of PXRE Group Ltd. (the "Company"), hereby constitutes
and appoints Gerald L. Radke, James F. Dore and F. Sedgwick Browne, and each of
them singly, as his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, acting in the name and on behalf of the
undersigned, to sign the Registration Statement on Form S-4 of the Company and
any and all amendments, including post-effective amendments, and supplements (if
any) thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission.
The undersigned does hereby grant unto such attorneys-in-fact and agents (and
any of them) full power and authority to do and perform each and every act and
thing requisite and necessary to be done in such connection, 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 (and any of them), or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.