As filed with the Securities and Exchange Commission on June 10, 1996.
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------
MUTUAL RISK MANAGEMENT LTD.
(Exact name of registrant as specified in its charter)
BERMUDA NONE
(State or Other Jurisdiction (I.R.S. Employer Identification
of Incorporation) Number)
LONG TERM INCENTIVE PLAN
(Full title of the plan)
--------
ROBERT A. MULDERIG
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MUTUAL RISK MANAGEMENT LTD.
44 CHURCH STREET
HAMILTON, HM 12, BERMUDA
(441) 295-5688
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------
COPIES TO:
DAVID J. DOYLE, ESQ.
CONYERS DILL & PEARMAN
2 CHURCH STREET
HAMILTON, BERMUDA HM 11
(441)295-1422
--------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered(1) offering price per unit(1) aggregate offering price(1) registration fee
- ---------------------- ------------- -------------------------- --------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $43.88 $43,880,000 $15,131.03
</TABLE>
- --------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h) using the average of the high and low
price of securities of the same class as of June 5, 1996
================================================================================
<PAGE>
In accordance with Instruction E of Form S-8, the content of the
Registrant's prior registration statement on Form S-8 (Reg.No.33-55282) relating
to its 1991 Long Term Incentive Plan are incorporated herein by reference.
ITEM 8. EXHIBITS
Exhibit No. Description
----------- -----------
5.1 Opinion of Conyers Dill & Pearman as to the
legality of the securities being registered.
24.1 Consent of Ernst & Young.
24.2 Consent of Conyers Dill & Pearman is contained in
Exhibit 5.1.
-2-
<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 Hamilton, Bermuda, on June 4, 1996.
Mutual Risk Management Ltd.
By: /s/ Robert A. Mulderig
----------------------
Robert A. Mulderig
Chairman and Chief Executive 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 dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Robert A. Mulderig Chairman and Chief Executive June 4, 1996
- ---------------------- Officer
Robert A. Mulderig (Principal Executive Officer)
/s/ John Kessock, Jr. President, Director and Authorized June 4, 1996
- ---------------------- U.S. Representative
John Kessock, Jr.
/s/ Richard G. Turner June 4, 1996
- ----------------------
Richard G. Turner Executive Vice President
and Director
/s/ Glenn R. Partridge June 4, 1996
- ----------------------
Glenn R. Partridge Executive Vice President
and Director
/s/ James C. Kelly Senior Vice President June 4, 1996
- ---------------------- (Principal Financial and
James C. Kelly Accounting Officer)
/s/ Roger E. Dailey June 4, 1996
- ----------------------
Roger E. Dailey Director
/s/ David J. Doyle June 4, 1996
- ----------------------
David J. Doyle Director
-3-
<PAGE>
Signature Title Date
- --------- ----- ----
- ----------------------
Arthur E. Engel Director
/s/ Allan W. Fulkerson June 4, 1996
- ----------------------
Allan W. Fulkerson Director
/s/ William F. Galtney, Jr. June 4, 1996
- ---------------------------
William F. Galtney, Jr. Director
/s/ Beverly H. Patrick June 4, 1996
- ----------------------
Beverly H. Patrick Director
/s/ Jerry S. Rosenbloom June 4, 1996
- -----------------------
Jerry S. Rosenbloom Director
/s/ Joseph D. Sargent June 4, 1996
- ----------------------
Joseph D. Sargent Director
-4-
CONYERS, DILL & PEARMAN
Barristers & Attorneys
[LETTER HEAD]
16th May, 1996
Securities and Exchange Commission,
450 - 5th Street, N.W.,
Judiciary Plaza
Washington Plaza
Washington, D.C. 20549
U.S.A.
-and
Mutual Risk management Ltd.
44 Church Street
Hamilton
Bermuda
Dear Sirs:
Re: Mutual Risk Management Ltd.
---------------------------
We have acted as Bermuda counsel for Mutual Risk Management Ltd. (the
"Company") in connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company under the Securities Act of 1933
of the United States relating to the registration of 500,000 shares of common
stock ($0.01 par value each) ("Common Shares") to be issued by the Company
pursuant to its Long Term Incentive Plan (as that term is defined in the
Registration Statement).
For the purposes of this opinion, we have examined the following:
(1) The Memorandum of Association, the Certificate of Incorporation and the
Bye-laws of the company.
(2) The Minute Book of the Company containing minutes of the meetings of
the Board of Directors and Shareholders of the company.
(3) A copy of the Registration Statement.
<PAGE>
(4) such documents of public record in Bermuda and such other documents,
instruments and certificates as we have considered necessary.
We have also made such enquiries of the management of the Company as we
have deemed necessary and in response thereto have received certain
representations as to factual matters relating to the business of the Company
upon which we have relied. Nothing in any of the documents which we have
examined would indicate to us that any of the representations made to us by the
management of the Company is untrue or misleading in any material respect.
The opinions expressed herein are confined to and given on the basis of the
laws of Bermuda in force at the date hereof as currently applied by the Courts
of Bermuda and we have made no investigation of, nor do we express any opinion
on, the laws of any jurisdiction other than Bermuda.
Based upon the documents which we have examined and subject to the
reservation set forth below and to any factual matters not disclosed to us, it
is our opinion that:
1. The Company was incorporated in Bermuda on 5th September, 1977 as a
Bermuda exempted company limited by shares, is validly existing and is in
compliance with the laws of Bermuda.
2. The 500,000 Common Shares to be issued by the Company pursuant to the
terms and conditions of the Company's Long Term Incentive Plan will, when issued
in accordance with the said Plan, be legally issued, fully paid and
non-assessable, with no personal liability attaching to the ownership thereof.
Our reservation with respect to the foregoing opinions is as follows:
"Non-assessability" is not a legal concept under Bermuda law, but when we
described shares are being "non-assessable" (see paragraph 2 above) we mean with
respect to the shareholders of a company, in relation to fully paid shares of a
company and subject to any contrary provision in any agreement in writing
between that company and any one of its shareholders holding such shares but
only with respect to such shareholder, that such shareholder shall not be liable
to contribute any further share capital or otherwise pay additional money to
such company by virtue only of being a shareholder in such company.
This opinion is to be governed by and construed in accordance with Bermuda
law.
In addition to the foregoing, we hereby consent to the filing of this
opinion with the Securities and Exchange Commission as an exhibit to the
Registration State and the statements in the Registration Statement under the
captions "Enforcement of Civil Liabilities" and "Legal Matters" have been
reviewed by this Firm and insofar as such statement constitute a summary of the
legal matters, documents or proceedings referred to therein,
- 2 -
<PAGE>
fairly present to information called for with respect to such legal matters,
documents and proceedings and fairly summarize the matters referred to therein.
Yours faithfully,
/s/CONYERS, DILL & PEARMAN
--------------------------
- 3 -
[ERNST & YOUNG LETTER HEAD]
CONSENT OF INDEPENDENT AUDITORS
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
MUTUAL RISK MANAGEMENT LTD.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated June 6, 1996, pertaining to the long term incentive plan of
Mutual Risk Management Ltd., of our report dated February 19, 1996, with respect
to the consolidated financial statements of Mutual Risk Management Ltd.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995, and of our report dated March 20, 1996, with respect to the
financial statement schedules of Mutual Risk Management Ltd. included in its
Annual Report (Form 10-K) for the year ended December 31, 1995.
/s/Ernst & Young
Hamilton, Bermuda
June 6, 1996
