MARKEL CORP
S-8, 2000-05-30
FIRE, MARINE & CASUALTY INSURANCE
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                                  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
------------------------------------------------------------------------------------------------------------
                                                                     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
         --------

         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
                                 -------------------------------------------
                                 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
-------------------------------------------
Darrell D. Martin, Chief Financial Officer,
Director (Principal Financial Officer)


/s/ Steven A. Markel                       *Date May 30, 2000
-------------------------------------------
Steven A. Markel, Director


/s/ Anthony F. Markel                      *Date May 30, 2000
-------------------------------------------
Anthony F. Markel, Director


/s/ Nigel H. J. Rogers                     *Date May 30, 2000
-------------------------------------------
Nigel H. J. Rogers, Director


/s/ Thomas S. Gayner                       *Date May 30, 2000
-------------------------------------------
Thomas S. Gayner, Director


/s/ John J. Byrne                          *Date May 30, 2000
-------------------------------------------
John J. Byrne, Director


/s/ Mark J. Byrne                          *Date May 30, 2000
-------------------------------------------
Mark J. Byrne, Director


/s/ Leslie A. Grandis                      *Date May 30, 2000
-------------------------------------------
Leslie A. Grandis, Director


/s/ Stewart M. Kasen                       *Date May 30, 2000
-------------------------------------------
Stewart M. Kasen, Director


/s/ Gary L. Markel                         *Date May 30, 2000
-------------------------------------------
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.
-------
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





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