<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1996
REGISTRATION NO. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
PXRE CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
----------------------------
(State or other jurisdiction
of incorporation or organization)
06-1183996
------------------------------------
(I.R.S. Employer Identification No.)
399 THORNALL STREET, 14TH FLOOR
EDISON, NEW JERSEY 08837
----------------------------------------
(Address of principal executive offices)
DIRECTOR STOCK OPTION PLAN
--------------------------
(Full title of the plan)
GERALD L. RADKE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PXRE CORPORATION
399 THORNALL STREET
EDISON, NEW JERSEY 08837
(908) 906-8100
----------------------------------------------
(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 Amount of
registered(1) maximum maximum registration
offering price aggregate offering fee
per share(2) price(3)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 100,000 shares $26.06 $2,606,000 $898.62
================================================================================================================================
</TABLE>
(1) Any additional shares which may become issuable pursuant to the Director
Stock Option Plan (to prevent dilution from stock splits, stock
dividends, reclassification and certain other events as provided in
Section 6 of the Director Stock Option Plan) shall be covered by this
Registration Statement pursuant to Rule 416(a).
(2) Calculated pursuant to paragraphs (c) and (h) of Rule 457 (based upon
the average of the reported high and low sales prices for shares of
Common Stock as reported on the NASDAQ National Market Composite Tape
for May 29, 1996). The foregoing calculation is solely for the purpose
of determining the registration fee.
(3) Based on the proposed maximum offering price per share, calculated as
described in footnote (2) above.
<PAGE>
<PAGE>
EXPLANATORY NOTES
Under the Director Stock Option Plan, the number of shares of Common
Stock reserved and available for issuance is 100,000. The number of shares
reserved and available for issuance under the Director Stock Option Plan is
subject to adjustment upon the occurrence of certain changes affecting the
Common Stock, including stock splits and dividends and the recapitalization,
reclassification, merger, consolidation or combination of shares.
<PAGE>
<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 this
Registration Statement in accordance with Rule 428
under the Securities Act of 1933, as amended, and the
introductory 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 with the Securities and Exchange
Commission (the "Commission") by PXRE Corporation (the "Company") are
incorporated herein by reference:
(a) The Company's latest Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referenced in Item 3(a) above.
(c) The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A (Reg. No. 0-15428) filed pursuant to the Exchange Act on February 27,
1987, as amended by Amendment No. 1 thereto filed on August 24, 1992 and any
subsequent amendment thereto.
In addition, all reports and other documents filed by the Company after
the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act 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 herein and to be a part hereof from the date of the filing of such
reports and documents.
Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which 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.
<PAGE>
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
F. Sedgwick Browne, Esq., the Secretary of the Company, is a partner in
the law firm of Morgan, Lewis & Bockius LLP, counsel to the Company in
connection with this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the Company, if such directors, officers, employees or
agents acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Article Six of the Company's Restated Certificate of Incorporation
governs indemnification by the Company and provides that the Company shall have
the power to indemnify:
(i) 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 Company) by reason of the fact that he
is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; and
(ii) any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in
the right of the Company to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise in
connection with the defense or settlement of such action or suit 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 Company, except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the Court of Chancery or the
Court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
The Restated Certificate of Incorporation permits indemnification only
following a determination that the respective director, officer, employee or
agent has met the applicable standard of conduct, which determination is made
(a) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties
II-2
<PAGE>
<PAGE>
to such action, suit or proceeding, or (b) if such a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (c)
by the stockholders.
In addition, Article Six of the Company's Restated Certificate of
Incorporation provides that, to the full extent permitted by law, no director of
the Company shall have any personal liability to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director except (a) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(b) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) under Section 174 of the General
Corporation Law of the State of Delaware, which makes a director liable for
unlawful dividends or unlawful stock repurchases or redemptions, or (d) for any
transaction from which the director derived an improper personal benefit.
The Company maintains officer and director liability insurance insuring
such persons against liabilities incurred in the discharge of their duties and
also insuring the Company against its indemnification obligations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 dated August 29, 1986, as
amended by Amendment No. 1 thereto dated February 19, 1987 and
by Amendment No. 2 thereto dated March 25, 1987 (File No.
33-8406).
4.2 Certificate of Amendment to the Company's Restated Certificate
of Incorporation, dated May 20, 1993, incorporated by
reference to Exhibit 4.3 to the Company's Registration
Statement on Forms S-8 and S-3 dated June 3, 1993 (File No.
33-63768).
4.3 Certificate of Amendment to the Company's Restated Certificate
of Incorporation, dated May 19, 1994, incorporated by
reference to Exhibit 3 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 (File No.
0-15428).
4.4 Certificate of Designations designating the Series A
Cumulative Convertible Preferred Stock of the Company,
incorporated by reference to Exhibit 4.5 to the Company's
Registration Statement on Form S-2 dated February 21, 1992, as
amended by Amendment No. 1 thereto dated April 1, 1992 and by
Amendment No. 2 thereto dated April 13, 1992 and by Amendment
No. 3 thereto dated April 23, 1992 (File No. 33-45893).
4.5 By-Laws of the Company, incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1 dated
August 29, 1986, as amended by Amendment No. 1 thereto dated
February 19, 1987 and by Amendment No. 2 thereto dated March
25, 1987 (File No. 33-8406).
4.6 Amendment to By-Laws of the Company, Article IV, Section 1,
dated June 8, 1995, incorporated by reference to Exhibit 3 of
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (File No. 0-15428).
*4.7 Director Stock Option Plan of the Company.
*5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered.
II-3
<PAGE>
<PAGE>
*23.1 Consent of Price Waterhouse LLP.
*23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit
5).
*24 Powers of Attorney.
28 Information from reports furnished to state insurance
regulatory authorities, incorporated by reference to Exhibit
28 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
* Filed herewith
ITEM 9. UNDERTAKINGS
(a) 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, as amended (the
"Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
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
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(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 the undertakings set forth in paragraphs
(a)(1)(i) and (a)(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 with or furnished to the Commission
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.
(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.
II-4
<PAGE>
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 provisions described in Item 6 of this
Registration Statement, 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.
II-5
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Edison, State of New Jersey, on this 31st day of
May, 1996.
PXRE CORPORATION
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
By /s/ Gerald L. Radke
----------------------------------- Chairman of the Board, May 31, 1996
Gerald L. Radke President and Chief Executive Officer
(Principal Executive Officer)
and Director
By /s/ Sanford M. Kimmel
----------------------------------- Senior Vice President, Treasurer May 31, 1996
Sanford M. Kimmel and Chief Financial Officer
By *
----------------------------------- Director May 31, 1996
Robert W. Fiondella
By *
----------------------------------- Director May 31, 1996
Bernard Kelly
By *
----------------------------------- Director May 31, 1996
Wendy Luscombe
By *
----------------------------------- Director May 31, 1996
Edward P. Lyons
</TABLE>
II-6
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
By *
----------------------------------- Director May 31, 1996
Philip R. McLoughlin
By *
----------------------------------- Director May 31, 1996
David W. Searfoss
By *
----------------------------------- Director May 31, 1996
Donald H. Trautlein
By *
----------------------------------- Director May 31, 1996
Wilson Wilde
</TABLE>
*By: /s/ Gerald L. Radke
---------------------
Gerald L. Radke
Attorney-in-Fact
II-7
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Document Numbered Page
- ------- -------- -------------
<S> <C> <C>
4.1 Restated Certificate of Incorporation of the Company, incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1 dated August 29, 1986, as amended by Amendment No. 1 thereto
dated February 19, 1987 and by Amendment No. 2 thereto dated March 25,
1987 (File No. 33-8406).
4.2 Certificate of Amendment to the Company's Restated Certificate of
Incorporation, dated May 20, 1993, incorporated by reference to Exhibit
4.3 to the Company's Registration Statement on Forms S-8 and S-3 dated
June 3, 1993 (File No. 33-63768).
4.3 Certificate of Amendment to the Company's Restated Certificate of
Incorporation, dated May 19, 1994, incorporated by reference to Exhibit
3 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 (File No. 0-15428).
4.4 Certificate of Designations designating the Series A Cumulative
Convertible Preferred Stock of the Company, incorporated by reference
to Exhibit 4.5 to the Company's Registration Statement on Form S-2
dated February 21, 1992, as amended by Amendment No. 1 thereto dated
April 1, 1992 and by Amendment No. 2 thereto dated April 13, 1992 and
by Amendment No. 3 thereto dated April 23, 1992 (File No. 33-45893).
4.5 By-Laws of the Company, incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1 dated August 29, 1986, as
amended by Amendment No. 1 thereto dated February 19, 1987 and by
Amendment No. 2 thereto dated March 25, 1987 (File No. 33-8406).
4.6 Amendment to By-Laws of the Company, Article IV, Section 1, dated June
8, 1995, incorporated by reference to Exhibit 3 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 (File
No. 0-15428).
*4.7 Director Stock Option Plan of the Company. 12
*5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
securities being registered. 18
*23.1 Consent of Price Waterhouse LLP. 20
*23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5).
*24 Powers of Attorney. 21
28 Information from reports furnished to state insurance regulatory
authorities, incorporated by reference to Exhibit 28 to the Company's
Annual Report on
</TABLE>
II-8
<PAGE>
<PAGE>
Form 10-K for the fiscal year ended December 31, 1995.
* Filed herewith.
II-9
<PAGE>
<PAGE>
EXHIBIT 4.7
PXRE CORPORATION
DIRECTOR STOCK OPTION PLAN
SECTION 1. PURPOSE
The purpose of the Plan is to secure for PXRE Corporation and
its stockholders the benefits inherent in increased common stock ownership by
directors of the Company who are not employees of the Company or any of its
subsidiaries.
SECTION 2. DEFINITIONS
Whenever used in this plan, the following terms shall have the
definitions set forth in this section:
2.1 "Board of Directors" shall mean the Board of
Directors of PXRE Corporation.
2.2 "Change of Control" has the meaning provided in
Section 7.2 of the Plan.
2.3 "Code" shall mean the Internal Revenue Code of
1986, as amended.
2.4 "Company" shall mean PXRE Corporation.
2.5 "Date of Grant" shall mean the date of the Annual
Meeting as of which a Director is granted an Option
under Section 5.1.
2.6 "Director" shall mean a member of the Board of
Directors who is not a full-time employee of the
Company or a subsidiary.
2.7 "Disability" shall mean the inability, in the
judgment of the Board, of a Director to perform his
or her duties due to mental or physical impairment.
2.8 "Effective Date" shall mean the date provided in
Section 12 of the Plan.
2.9 "Fair Market Value" as of any day shall mean the
arithmetic mean of the per share bid and asked price
for Shares on such day as reported by the NASDAQ
Interdealer Quotation System, or if the shares are
listed on an exchange, the average of the high and
low per share prices quoted for Shares on such date.
If the Shares are not publicly traded, Fair Market
Value shall be determined by the Board in a manner
consistent with the requirements of Section 422 of
the Code.
2.10 "Option" shall mean an option to purchase Shares
granted under Section 5 of the Plan.
2.11 "Retirement" shall mean retirement from the Board as
of the Annual Meeting of Stockholders coinciding with
or next following the Director's attainment of age of
72.
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<PAGE>
2.12 "Rule 16b-3" shall mean Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
2.13 "Shares of stock" or "Shares" shall mean shares of
the Common Stock, par value $0.01 per share, of the
Company.
2.14 "Term-year" shall mean the period from one Annual
Meeting to the subsequent Annual Meeting.
SECTION 3. AMOUNT OF STOCK
The stock which may be issued and sold under the Plan shall
not exceed 100,000 Shares, subject to adjustment as provided in Section 6 below.
The Shares to be issued may be either authorized and unissued shares, treasury
shares, issued shares acquired by the Company or its subsidiaries or any
combination thereof. In the event that Options granted under the Plan shall
terminate or expire without being exercised in whole or in part, new Options may
be granted covering the shares not purchased under such lapsed Options.
SECTION 4. ELIGIBILITY
Each Director shall be eligible to receive an Option in
accordance with Section 5 below.
SECTION 5. TERMS AND CONDITIONS OF OPTIONS
Each Option granted under the Plan shall be evidenced by an
agreement in such form as the Board shall prescribe from time to time in
accordance with the Plan and shall comply with the following terms and
conditions:
5.1 Grants. As of the date of the Annual Meeting of
Stockholders of the Company each year on and after the Effective Date, each
Director who has been elected or re-elected or who is continuing as a member of
the Board as of the adjournment of the Annual Meeting shall automatically
receive an Option for 1,000 Shares.
5.2 Exercise Price. The Option exercise price shall be the
Fair Market Value of the Shares on the Date of Grant of the Option.
5.3 Vesting. Except as provided in Sections 5.4, 5.5 and 7.1,
no portion of an Option shall be exercisable prior to the Director's completion
of one Term-year on the Board next following the Date of Grant, and thereafter
the Option shall be exercisable with respect to 333 Shares on and after the
Director's completion of his or her first Term-year following the Date of Grant,
it shall be exercisable for an additional 333 Shares on and after the Director's
completion of a second Term-year following the Date of Grant, and it shall be
exercisable for the remaining 334 Shares on or after the Director's completion
of a third Term-year after the Date of Grant.
5.4 Option Expiration. No portion of an Option shall be
exercisable after the expiration of ten years from the Option's Date of Grant.
5.5 Exercise When No Longer a Director. No Option shall be
exercisable unless the person exercising the Option has been, at all times
during the period beginning with the Date of Grant of the Option and ending on
the date of such exercise, a Director of the Company, except that:
(a) Retirement or Disability. If such a person shall
cease to be a Director by reason of Retirement or Disability
while holding an Option (whether or not then exercisable)
<PAGE>
<PAGE>
that has not expired, such person may, at any time within
three years following such termination (but in no event after
the Option has expired under the provisions of Section 5.4),
exercise the Option with respect to any shares as to which
such person has not exercised the Option on the date the
person ceased to be a Director; provided, however, that no
Shares issuable on exercise of the Option may be sold,
assigned, pledged or otherwise transferred for the period of
time after the date of the grant of the Option as is specified
in Rule 16b-3;
(b) Death: If such a person shall cease to be a
Director by reason of death while holding an Option (whether
or not then exercisable) that has not expired, his or her
executors, administrators, heirs, legatees or distributees, as
the case may be, may, at any time within three years following
such termination (but in no event after the Option has expired
under the provisions of Section 5.4), exercise the Option with
respect to any shares as to which such person has not
exercised the Option on the date the person died; provided,
however, that no shares of Common Stock issuable on exercise
of the Option may be sold, assigned, pledged or otherwise
transferred for the period of time after the date of the grant
of the Option as is specified in Rule 16b-3;
(c) Other. If such a person shall cease to be a
Director for reasons other than Retirement, Disability or
death, while holding an Option then exercisable that has not
expired, such person may, at any time within three months
after the date he or she ceases to be a Director (but in no
event after the Option has expired under the provisions of
Section 5.4 above), exercise the Option with respect to any
Shares as to which such person could have but has not
exercised the Option on the date the person ceased to be a
Director; and
(d) Death of a Former Director. If any person should
die within three years following the date he or she ceased to
be a Director by reason of Retirement or Disability or within
three months following the date he or she ceased to be a
Director for reasons other than Retirement, Disability or
death, the decedent's estate or any person who acquires the
right to exercise the Option by reason of the decedent's death
may exercise the Option (to the extent that the decedent was
entitled to do so on the date the decedent ceased to be a
Director) at any time (but in no event after the Option has
expired under the provisions of Section 5.4) within the period
ending on the later of (i) the last day of the period within
which the decedent could have exercised the Option but for his
or her death and (ii) the first anniversary of such person's
death.
5.6 Exercise Notice. A Director may exercise all or part of an
Option that is exercisable under Section 5.5 by delivering a written notice
substantially in the form attached hereto to the Treasurer of the Company
specifying the number of Shares to be purchased and providing payment in full of
the exercise price in United States dollars by certified check or bank draft.
5.7 Personal Representatives. In the event any Option is
exercised by the executors, administrators, heirs, legatees or distributees of
the estate of a deceased Director or by the guardian or legal representative of
a disabled former Director, the Company shall be under no obligation to issue
Shares thereunder unless and until the Company is satisfied that the person or
persons exercising the Option are the duly appointed legal representatives of
the deceased Director's estate or the proper legatees or distributees thereof or
the duly appointed guardian or legal representative of the disabled former
Director.
SECTION 6. ADJUSTMENT IN THE EVENT OF CHANGE IN STOCK
In the event the outstanding Shares are increased or changed
into or exchanged for a different number or kind of shares of capital stock or
other securities of the Company by reason of any stock dividend or split,
recapitalization, reclassification, merger, consolidation, combination of Shares
or other corporate change, the Board shall make such substitution or adjustment,
if any, as it deems to be equitable,
<PAGE>
<PAGE>
in the number or kind of Shares or other securities as to which Options may be
granted and in the number of Shares or the exercise price under unexercised
Options granted prior to such change.
In the case of any such substitution or adjustment, the
aggregate Option price in each Stock Option Agreement of all the Shares covered
thereby prior to such substitution or adjustment shall be the Option price for
all the shares or other securities substituted for such Shares or to which such
Shares are adjusted, and the Option price per share after such substitution or
adjustment shall be determined accordingly; provided, however, that no such
determination shall obligate the Company to issue or sell fractional shares or
other securities.
SECTION 7. ACCELERATION
7.1 Change of Control; Delisting. Notwithstanding any other
provisions of the Plan, upon the earlier of (a) a "Change of Control" of the
Company (as defined below), or (b) the Shares of the Company ceasing to be
publicly traded, any unexercisable portion of an Option shall become
exercisable.
7.2 Change of Control Defined. For the purposes hereof, a
"Change of Control" of the Company shall be deemed to have occurred if:
(a) any "person" (as such term is used in Section
13(d) and 14(d) of the Exchange Act other than the Company
becomes the "beneficial owner" (as determined for purposes of
Regulation 13-D under the Exchange Act as currently in
effect), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the
Company's then outstanding securities; or
(b) the stockholders of the Company approve (i) any
merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would
result in the holders of the voting securities of the Company
outstanding immediately prior thereto holding immediately
thereafter securities representing more than 80% of the
combined voting power of the voting securities of the Company
or such surviving entity outstanding immediately after such
merger or consolidation, or (ii) any sale or other disposition
(in one transaction or a series of related transactions) of
all, or substantially all, of the assets of the Company; or
(c) the stockholders of the Company approve a plan or
proposal for the liquidation or dissolution of the Company; or
(d) during any period of two consecutive years (not
including any period prior to June 8, 1995), individuals who
at the beginning of such period constitute the entire Board of
Directors of the Company and any new director, whose election
to the Board or nomination for election to the Board by the
Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose
election or nomination for election was previously so
approved, cease for any reason to constitute a majority of the
Board.
SECTION 8. MISCELLANEOUS PROVISIONS
8.1 No Right to Directorship. Neither the Plan nor any action
taken hereunder shall be construed as giving any Director any right to be
retained in the service of the Company.
8.2 Options Nontransferable. A Director's interest in an
Option and his or her rights under the Plan may not be assigned or transferred
in whole or in part either directly or by operation of law or otherwise (except
under a qualified domestic relations order (as defined in Section 414(p) of the
Code) or,
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in the event of Director's death, by will or the laws of descent and
distribution), including, but not by way of limitation, execution, levy,
garnishment, attachment, pledge, bankruptcy or in any other manner, and no such
right or interest of any Director in the Plan shall be subject to any obligation
or liability of such Director.
8.3 Compliance with Law. No Shares shall be issued hereunder
unless counsel for the Company shall be satisfied that such issuance will be in
compliance with all applicable federal, state and other securities, insurance
and other laws and regulations.
8.4 Expenses. The expenses of the Plan shall be borne by the
Company.
8.5 Unfunded. The Plan shall be unfunded. The Company shall
not be required to establish any special or separate fund or to make any other
segregation of assets to assure the issuance of Shares upon exercise of any
Option under the Plan and issuance of Shares upon exercise of Options shall be
subordinate to the claims of the Company's general creditors.
8.6 Acceptance. By accepting any Option or other benefit under
the Plan, each Director and each person claiming under or through such person
shall be conclusively deemed to have indicated his or her acceptance and
ratification of, and consent to, any action taken under the Plan by the Company
or the Board.
8.7 Construction. It is the intent of the Company that the
Plan comply in all respects with Rule 16b-3 or any successor rule, that any
ambiguities or inconsistencies in construction of the Plan be interpreted to
give effect to such intention and that if any provision of the Plan is found not
to be in compliance with Rule 16b-3, such provision shall be deemed null and
void to the extent required to permit the Plan to comply with Rule 16b-3. The
Board may adopt rules and regulations under, and amend, the Plan in furtherance
of the intent of the foregoing.
In all other respects the Plan and Options granted thereunder
shall be governed by, and construed in accordance with the laws of the State of
Delaware without regard to the conflict of laws principles thereof.
SECTION 9. AMENDMENT OR DISCONTINUANCE
The Plan may be amended at any time and from time to time by
the Board as the Board shall deem advisable, including, but not limited to,
amendments necessary to qualify for any exemption or to comply with applicable
law or regulations; provided, however, that except as provided in Section 6
above, the Board may not, without further approval by the holders of a majority
of the outstanding Shares of the Company entitled to vote thereon increase the
maximum number of Shares as to which Options may be granted under the Plan,
increase the number of shares subject to an Option, change the Option exercise
price described in Section 5.2 above, extend the period during which Options may
be granted or exercised under the Plan or change the class of persons eligible
to receive Options under the Plan. Subject to the provision of Section 8.7
relating to Rule 16b-3, no amendment of the Plan shall materially and adversely
affect any right of any Director with respect to any Option theretofore granted
without such Director's written consent. Notwithstanding the foregoing, this
Plan may not be amended more frequently than once every six months (other than
to comply with changes in the Code or the Employee Retirement Income Security
Act of 1974, as amended) or such other period as may be permitted by Rule
16b-3(c)(2)(ii)(B).
SECTION 10. ADMINISTRATION
The Plan shall be administered by the Board. The Board shall
have all the powers vested in it by the terms of the Plan, such powers to
include authority (within the limitations described herein) to prescribe the
form of the agreement embodying Options granted under the Plan. The Board shall,
subject to the provisions of the Plan, have the power to construe the Plan, to
determine all questions arising thereunder
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<PAGE>
and to adopt and amend such rules and regulations for the administration of the
Plan as it may deem desirable. Any decision of the Board in the administration
of the Plan, as described herein, shall be final and conclusive. The Board may
act only by a majority of its members in office, except that the members thereof
may authorize any one or more of their number or the Secretary or any other
officer of the Company to execute and deliver documents on behalf of the Board.
No member of the Board shall be liable for anything done or omitted to be done
by such member or by any other member of the Board in connection with the Plan,
except in circumstances involving actual bad faith.
SECTION 11. TERMINATION
This Plan shall terminate upon the earlier of the following
dates or events to occur:
(a) upon the adoption of a resolution of the Board
terminating the Plan; or
(b) immediately following the automatic grant of
Options at the Annual Meeting in 2005.
SECTION 12. EFFECTIVE DATE OF PLAN
The Plan shall become effective as of April 20, 1995, provided
that the adoption of the Plan shall have been approved by the affirmative vote
of the holders of a majority of the outstanding Shares of the Company present in
person or represented by proxy at the 1995 Annual Meeting of Stockholders.
<PAGE>
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EXHIBIT 5/
EXHIBIT 23.2
May 31, 1996
PXRE Corporation
399 Thornall Street
Edison, New Jersey 08837
Re: PXRE Corporation Director Stock Option Plan -
Registration Statement on Form S-8
-------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to PXRE Corporation, a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-8, including the exhibits thereto (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), for the
registration by the Company of 100,000 shares (the "Shares") of Common Stock,
par value $.01 per share, issuable pursuant to the Company's Director Stock
Option Plan (the "Plan").
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the Registration
Statement and the Plan and such other documents and records as we have deemed
necessary. We have assumed that (i) the Registration Statement, and any
amendments thereto, will have become effective; and (ii) all Shares will be
issued in compliance with applicable federal and state securities laws.
With respect to the issuance of any Shares, we have assumed that the
Shares will be issued, and the certificates evidencing the same will be duly
delivered, in accordance with the terms of the Plan and against receipt of the
consideration stipulated therefor which will be no less than the par value
thereof.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued and paid for in accordance with the Plan,
will be validly issued, fully paid and non-assessable.
We express no opinion as to any laws other than the Delaware General
Corporation Law and the federal laws of the United States of America.
<PAGE>
<PAGE>
PXRE Corporation
May 31, 1996
Page Two
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
acting within the category of persons whose consent is required under Section 7
of the Act.
Very truly yours,
Morgan, Lewis & Bockius LLP<PAGE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 15, 1996 appearing on page
F-1 of PXRE Corporation's Annual Report on Form 10-K for the year ended December
31, 1995.
PRICE WATERHOUSE LLP
New York, New York
May 31, 1996
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PXRE Corporation (the "Company"), hereby constitutes and appoints
Gerald L. Radke and Sanford M. Kimmel, 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-8 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 either 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 either of them), or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of
May, 1996.
/s/ Robert W. Fiondella
-------------------------
Robert W. Fiondella
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PXRE Corporation (the "Company"), hereby constitutes and appoints
Gerald L. Radke and Sanford M. Kimmel, 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-8 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 either 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 either of them), or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of May,
1996.
/s/ Bernard Kelly
-------------------------
Bernard Kelly
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PXRE Corporation (the "Company"), hereby constitutes and appoints
Gerald L. Radke and Sanford M. Kimmel, and each of them singly, as her 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-8 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 either 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
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents (and either of them), or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of May,
1996.
/s/ Wendy Luscombe
-------------------------
Wendy Luscombe
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PXRE Corporation (the "Company"), hereby constitutes and appoints
Gerald L. Radke and Sanford M. Kimmel, 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-8 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 either 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 either of them), or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of
May, 1996.
/s/ Edward P. Lyons
-------------------------
Edward P. Lyons
<PAGE>
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PXRE Corporation (the "Company"), hereby constitutes and appoints
Gerald L. Radke and Sanford M. Kimmel, 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-8 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 either 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 either of them), or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of
May, 1996.
/s/ Philip R. McLoughlin
-------------------------
Philip R. McLoughlin
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PXRE Corporation (the "Company"), hereby constitutes and appoints
Gerald L. Radke and Sanford M. Kimmel, 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-8 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 either 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 either of them), or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of May,
1996.
/s/ David W. Searfoss
-------------------------
David W. Searfoss
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PXRE Corporation (the "Company"), hereby constitutes and appoints
Gerald L. Radke and Sanford M. Kimmel, 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-8 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 either 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 either of them), or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of May,
1996.
/s/ Donald H. Trautlein
-------------------------
Donald H. Trautlein
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PXRE Corporation (the "Company"), hereby constitutes and appoints
Gerald L. Radke and Sanford M. Kimmel, 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-8 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 either 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 either of them), or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of May,
1996.
/s/ Wilson Wilde
-------------------------
Wilson Wilde
