<PAGE>
As filed with the Securities and Exchange Commission on December 29, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CHANDLER INSURANCE COMPANY, LTD.
(Exact name of issuer as specified in its charter)
CAYMAN ISLANDS NONE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
FIFTH FLOOR
ANDERSON SQUARE
P.O. BOX 1854
GRAND CAYMAN,
CAYMAN ISLANDS B.W.I.
(Address of principal executive offices)
CHANDLER (U.S.A.), INC. 401(K) THRIFT PLAN
(Full Title of Plan)
W. Brent LaGere Copy to: David G. McLane, Esq.
President and Chief Executive Officer Gardere Wynne Sewell LLP
Chandler (U.S.A.), Inc. 1601 Elm Street
1010 Manvel Avenue Suite 3000
Chandler, Oklahoma 74834 Dallas, Texas 75201
(405) 258-0804 (214) 999-4607
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
======================================== ==================== ==================== ==================== ====================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) (2) SHARE (3) PRICE (1)(3) REGISTRATION FEE (3)
---------------------------------------- -------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Series A Preferred Shares, $1.00 500,000 shares $10.00 per share $5,000,000 $1,250
par value
======================================== ==================== ==================== ==================== ====================
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) The Series A Preferred Shares, $1.00 par value ("Series A Preferred
Shares"), of Chandler Insurance Company, Ltd., a Cayman Islands
corporation (the "Registrant"), being registered hereby consist of
shares which may be acquired by the Trustee pursuant to the Chandler
(U.S.A.), Inc. 401(k) Thrift Plan for the accounts of participants.
(3) Estimated in accordance with Rule 457 solely for the purpose of
calculating the registration fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement.
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000.
(4) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000.
(5) The Registrant's S-8 filed on February 24, 1999.
In addition, all documents subsequently filed by the Registrant or the
Chandler (U.S.A.), Inc. 401(k) Thrift Plan pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Association provide that the Registrant
shall indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the Registrant) by reason of the fact that he is
or was a director, officer, employee or agent of the Registrant, or is or was
serving at the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not,
of itself, create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to the best
interests of the Registrant and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
<PAGE>
ITEM 8. EXHIBITS.
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<S> <C>
*4.1 Chandler (U.S.A.), Inc. 401(k) Thrift Plan Adoption Agreement,
effective November 1, 1998, which includes therewith the
Prototype 401(k) Plan.
5.1 Opinion of Gardere Wynne Sewell LLP.
23.1 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (set forth on the signature pages of the
registration statement).
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* Exhibit 4.1 was an exhibit to the Form S-8 (Registration No. 333-72869) filed
with Securities and Exchange Commission on February 24, 1999 and is hereby
incorporated by reference.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, 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 this
registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above 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.
<PAGE>
The undersigned Registrant hereby further undertakes 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 annual report of
the Plan pursuant to Section 15(d) of the Securities and 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 by them, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
SIGNATURES
THE REGISTRANT. 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 Chandler, State of Oklahoma, on the 28th day of
December, 2000.
CHANDLER INSURANCE COMPANY, LTD.
(Registrant)
By: /s/ W. Brent LaGere
----------------------------------------------
W. Brent LaGere
Chairman of the Board and
Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints W. Brent LaGere and Mark T. Paden and each of them (with full power
in each of them to act alone), his true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign and to file
with the Securities and Exchange Commission and the securities regulatory
authorities of the several states registration statements, any amendment or
post-effective amendments or any and all other documents in connection
therewith, in connection with the registration under the Securities Act of
1933, as amended, or the registration or qualification under any applicable
state securities laws or regulations, of interests in the Plan and shares of
Common Stock issuable pursuant to such Plan, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated below on the 28th day of December, 2000.
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NAME TITLE
---- -----
<S> <C>
/s/ Richard L. Evans Director
-----------------------------------
Richard L. Evans
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/s/ Mark C. Hart Vice President-Accounting and Treasurer
----------------------------------- (principal accounting officer)
Mark C. Hart
/s/ James M. Jacoby Director
-----------------------------------
James M. Jacoby
/s/ W. Brent LaGere Chairman of the Board of Directors,
----------------------------------- Chief Executive Officer, and Director
W. Brent LaGere (principal executive officer)
Director
-----------------------------------
Paul A. Maestri
Director
-----------------------------------
Scott Martin
/s/ Mark T. Paden Executive Vice President,
----------------------------------- Chief Financial Officer and Director
Mark T. Paden (principal financial officer)
/s/ Robert L. Rice Director
-----------------------------------
Robert L. Rice
Director
-----------------------------------
Brenda B. Watson
</TABLE>
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Trustee has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Salem,
State of New Hampshire, on the 22nd day of December, 2000.
SCUDDER TRUST COMPANY, TRUSTEE FOR THE
CHANDLER (U.S.A.), INC. 401(k) THRIFT PLAN
By: /s/ Kimberly M. Mustin
----------------------------------------------
Print Name: Kimberly M. Mustin
--------------------------------------
Title: Vice President
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