United States
Securities and Exchange Commission
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MARKEL CORPORATION
(Exact name of registrant as specified in its charter)
COMMONWEALTH OF VIRGINIA I.D.# 54-1959284
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4521 Highwoods Parkway, GLEN ALLEN, VIRGINIA 23060
(Address of Principal Executive Offices) (Zip Code)
MARKEL CORPORATION EMPLOYEE STOCK PURCHASE AND BONUS PLAN
(Full title of the plan)
GREGORY B. NEVERS
CORPORATE COUNSEL
4521 HIGHWOODS PARKWAY, GLEN ALLEN, VIRGINIA 23060
(Name and address of agent for service)
(804) 747-0136
(Telephone number, including area code, of agent for service)
<TABLE>
Calculation of Registration Fee
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share(1) price registration fee
---------------- ---------- ------------------ ----- ----------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 139.96875 13,996,875 $3,695.18
no par value
------------------------------------------------------------------------------------------------------------
(1) Estimated based on the average high and low sales price on May 22, 2000.
</TABLE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The Company and the Markel Corporation Employee Stock Purchase and Bonus
Plan (the "Plan") hereby incorporate by reference into this Registration
Statement the documents listed below which have been filed with the Securities
and Exchange Commission.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000.
(c) Reports on Form 8-K dated April 10, 2000 and April 21, 2000.
(d) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on April 17, 2000 under
Section 12(b) of the Securities Exchange Act of 1934.
Each document or report subsequently filed by the Company and the Plan with
the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document or
report incorporated into this Registration Statement by reference shall be
deemed to be a part of this Registration Statement from the date of the filing
of such document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation. Indemnification is also authorized with respect to a criminal
action or proceeding where the person had no reasonable cause to believe that
his conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of criminal law or any federal
or state securities law. Article VII of Markel Corporation's Articles of
Incorporation provides for mandatory indemnification of any director or officer
against all liabilities and reasonable expenses incurred in any proceeding
except such liabilities and expenses as are incurred because of such
individual's willful misconduct or knowing violation of criminal law.
The Company maintains a standard policy of officers' and directors'
liability insurance.
<PAGE>
Item 8. Exhibits
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See Index to Exhibits.
Item 9. Undertakings
------------
The undersigned registrant hereby undertakes or acknowledges:
(a) (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 of 1933;
(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;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 and each filing of
the Plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
<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 the County of Henrico, State of Virginia, on May 30, 2000.
MARKEL CORPORATION
Registrant
By: /s/ Darrell D. Martin
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Darrell D. Martin, Executive Vice President
and Chief Financial Officer
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
date indicated.
/s/ Alan I. Kirshner *Date May 30, 2000
-------------------------------------------
Alan I. Kirshner, Chief Executive Officer,
Director
/s/ Darrell D. Martin *Date May 30, 2000
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Darrell D. Martin, Chief Financial Officer,
Director (Principal Financial Officer)
/s/ Steven A. Markel *Date May 30, 2000
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Steven A. Markel, Director
/s/ Anthony F. Markel *Date May 30, 2000
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Anthony F. Markel, Director
/s/ Nigel H. J. Rogers *Date May 30, 2000
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Nigel H. J. Rogers, Director
/s/ Thomas S. Gayner *Date May 30, 2000
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Thomas S. Gayner, Director
/s/ John J. Byrne *Date May 30, 2000
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John J. Byrne, Director
/s/ Mark J. Byrne *Date May 30, 2000
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Mark J. Byrne, Director
/s/ Leslie A. Grandis *Date May 30, 2000
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Leslie A. Grandis, Director
/s/ Stewart M. Kasen *Date May 30, 2000
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Stewart M. Kasen, Director
/s/ Gary L. Markel *Date May 30, 2000
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Gary L. Markel, Director
* Pursuant to Power of Attorney
<PAGE>
Index to Exhibits
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit
No.
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3.1 Articles of Incorporation, as amended*
3.2 Bylaws, as amended**
23 Consent of Independent Auditors
24 Power of Attorney
* Incorporated by reference from Exhibit 3.1 of Registrant's Report on Form 10-Q
for the quarter ended March 31, 2000
** Incorporated by reference from Exhibit 4.2 to S-4 Registration Statement No.
333-88609, dated October 7, 1999
