<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1997
REGISTRATION NO. 333-________
================================================================================
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)
1992 OFFICER INCENTIVE PLAN
---------------------------
(Full title of the plan)
GERALD L. RADKE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PXRE CORPORATION
399 THORNALL STREET
EDISON, NEW JERSEY 08837
(732) 906-8100
--------------------------------------------
(Name, address and telephone number, including
area code, of agent for service)
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================ ================= ================= ==================== =================
Proposed Proposed
maximum maximum Amount of
Amount to be offering price aggregate offering registration
Title of securities to be registered registered(1) per share(2) price(3) fee
- -------------------------------------------- ----------------- ---------------- -------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 250,000 shares $31.47 $7,867,500 $2,385
============================================ ================= ================= ==================== ================
</TABLE>
(1) Any additional shares which may become issuable pursuant to the 1992
Officer Incentive Plan (to prevent dilution from stock splits, stock
dividends, reclassification and certain other events as provided in
Section 4 of the 1992 Officer Incentive 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 New York Stock Exchange for July 21,
1997). 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
Pursuant to an amendment to the 1992 Officer Incentive Plan, the number
of shares of Common Stock reserved and available for issuance has been increased
from 500,000 shares to 750,000 shares. PXRE Corporation previously registered
500,000 of such shares pursuant to a Registration Statement on Form S-8, filed
with the Securities and Exchange Commission on August 17, 1994 (File No.
33-82908). The number of shares reserved and available for issuance under the
1992 Officer Incentive 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. INFORMATION INCORPORATED 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) Pursuant to General Instruction E of the Form S-8 Registration
Statement under the Securities Act of 1933, as amended, the contents of the
Company's Registration Statement on Form S-8 (File No. 33-82908) filed with the
Commission on August 17, 1994, registering the original 500,000 shares of Common
Stock reserved and available for issuance pursuant to the 1992 Officer Incentive
Plan.
(b) The Company's latest Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(c) 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.
(d) 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 (File No. 001-12595) filed pursuant to the Exchange Act on December 18,
1996.
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.
II-1
<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 8. EXHIBITS
4.1 Certificate of Amendment to the Company's Restated Certificate
of Incorporation, dated December 9, 1996, incorporated by
reference to Exhibit 4.5 to the Company's Registration
Statement on Form S-3 dated January 3, 1997 (File No.333-19207).
4.2 Amendment to By-Laws of the Company, Article IV, Section 1,
dated June 8, 1995, incorporated by reference to Exhibit 3 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (File No. 0-15428).
4.3 Certificate of Merger of Transnational Re Corporation into the
Company, dated December 11, 1996, incorporated by reference to
Exhibit 3 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 (File No. 0-15428).
*5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered.
*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, 1996 (File No. 0-15428).
* Filed herewith
All other exhibits included in the Company's prior Registration
Statement on Form S-8 (File No. 33-82908) are, pursuant to the aforementioned
incorporation by reference, incorporated by reference herein.
ITEM 9. UNDERTAKINGS
The undertakings set forth in the Company's prior Registration
Statement on Form S-8 (File No. 33-82908) are, pursuant to the aforementioned
incorporation by reference, incorporated by reference herein.
II-2
<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 22nd day of
July, 1997.
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, July 22, 1997
------------------------------------ President, Chief Executive Officer and
Gerald L. Radke Director (Principal Executive Officer)
By /s/ Sanford M. Kimmel Senior Vice President, Treasurer July 22, 1997
------------------------------------ and Chief Financial Officer (Principal
Sanford M. Kimmel Financial Officer)
By /s/ Joan L. Cadd Vice President and Controller July 22, 1997
---------------------------------------
Joan L. Cadd
By * Director July 22, 1997
-----------------------------------
Robert W. Fiondella
By * Director July 22, 1997
-----------------------------------
Franklin D. Haftl
By * Director July 22, 1997
-----------------------------------
Bernard Kelly
By * Director July 22, 1997
-----------------------------------
Wendy Luscombe
</TABLE>
II-3
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
By * Director July 22, 1997
-----------------------------------
Edward P. Lyons
By * Director July 22, 1997
-----------------------------------
Philip R. McLoughlin
By * Director July 22, 1997
-----------------------------------
David W. Searfoss
By * Director July 22, 1997
-----------------------------------
Donald H. Trautlein
By * Director July 22, 1997
-----------------------------------
Wilson Wilde
</TABLE>
*By: /s/ Gerald L. Radke
-----------------------
Gerald L. Radke
Attorney-in-Fact
II-4
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document
- -------- --------
4.1 Certificate of Amendment to the Company's Restated
Certificate of Incorporation, dated December 9, 1996,
incorporated by reference to Exhibit 4.5 to the Company's
Registration Statement on Form S-3 dated January 3, 1997
(File No. 333-19207).
4.2 Amendment to By-Laws of the Company, Article IV, Section 1, dated
June 8, 1995, incorporated by reference to Exhibit 3 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 0-15428).
4.3 Certificate of Merger of Transnational Re Corporation into
the Company, dated December 11, 1996, incorporated by
reference to Exhibit 3 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 (File No.
0-15428).
*5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
securities being registered.
*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
II-5
<PAGE>
<PAGE>
EXHIBIT 5/
EXHIBIT 23.2
MORGAN, LEWIS & BOCKIUS LLP
COUNSELORS AT LAW
101 PARK AVENUE
NEW YORK, NY 10178-0060
212-309-6000
FAX: 212-309-6273
July 22, 1997
PXRE Corporation
399 Thornall Street
14th Floor
Edison, New Jersey 08837
Re: PXRE Corporation 1992 Officer Incentive 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 250,000 shares (the "Shares") of Common Stock,
par value $.01 per share, issuable pursuant to the Company's 1992 Officer
Incentive 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.
<PAGE>
<PAGE>
PXRE Corporation
July 22, 1997
Page Two
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.
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 reports dated February 13, 1997 appearing on pages
F-1 and F-29 of the Annual Report on Form 10-K of PXRE Corporation for the year
ended December 31, 1996.
PRICE WATERHOUSE LLP
New York, New York
July 22, 1997
<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 5th day of June,
1997.
/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 5th day of June,
1997.
/s/ Franklin D. Haftl
----------------------
Franklin D. Haftl
<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 5th day of June,
1997.
/s/Bernard Kelly
----------------
Bernard Kelly
<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 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 5th day of June,
1997.
/s/ Wendy Luscombe
------------------
Wendy Luscombe
<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 5th day of June,
1997.
/s/ Edward P. Lyons
-------------------
Edward P. Lyons
<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 5th day of June,
1997.
/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 5th day of June,
1997.
/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 5th day of June,
1997.
/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 5th day of June,
1997.
/s/ Wilson Wilde
----------------
Wilson Wilde
