<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 1999
(NO. 333-___)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MUTUAL RISK MANAGEMENT LTD.
(Exact Name of Registrant as Specified in Charter)
Bermuda None
(State or Other Jurisdiction (I.R.S.Employer Identification Number)
of Incorporation or Organization)
44 CHURCH STREET
HAMILTON, BERMUDA HM 12
(441) 295-5688
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
1998 LONG TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
----------------
JOHN KESSOCK, JR.
C\O COMMONWEALTH RISK SERVICES, L.P.
ONE LOGAN SQUARE
SUITE 1500
PHILADELPHIA, PA 19103
(215) 963-1600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Richard E. O'Brien Peter O. Clauss, Esquire
Senior Vice President, Matthew A. Woodward, Esquire
General Counsel & Secretary Pepper Hamilton LLP
Mutual Risk Management Ltd. 3000 Two Logan Square
44 Church Street 18th & Arch Streets
Hamilton, Bermuda HM 12 Philadelphia, PA 19103
(441) 295-5688
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,250,000 $37.0625 $46,328,125 $12,879
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of: (a) interests to
be offered or sold pursuant to the 1998 Long Term Incentive Plan described
herein, and (b) additional shares which may be necessary to adjust the number of
shares reserved for issuance pursuant to the 1998 Long Term Incentive Plan for
any future stock split, stock dividend or similar adjustment of the outstanding
Common Stock of the registrant.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee based on the average of the high and low prices of the
Common Shares on the New York Stock Exchange composite tape on June 9, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1.
The documents containing the 1998 Long Term Incentive Plan of Mutual
Risk Management Ltd. ("MRM") specified in Part I will be sent or given to
employees as required by Rule 428(b)(1) of the Securities Act of 1933. Such
documents are not filed with the Securities and Exchange Commission as part of
this registration statement in accordance with the Note to Part I of the general
information to Form S-8. These documents and the documents incorporated by
reference in this Registration Statement in Item 3 of Part II, taken together,
constitute the prospectus required by Section 10(a) of the Securities Act of
1933.
Item 2.
MRM will make available to plan participants without charge, upon
written or oral request, the documents incorporated by reference in Item 3 of
Part II of this registration statement, as well as other documents required to
be delivered under Rule 428(b) of the Securities Act of 1933. Written or
telephone requests for such copies should be directed to the Secretary, Mutual
Risk Management Ltd., 44 Church Street, Hamilton HM 12, Bermuda (441) 295-5688.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The Securities and Exchange Commission allows us to "incorporate by reference"
information we file with it, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be a part of this registration statement, and
information that we file later with the Securities and Exchange Commission will
automatically update and supersede this information. We incorporate by
reference the documents listed below:
(a) MRM's Annual Report on Form 10-K for the year ended December 31, 1998;
(b) MRM's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
(c) The description of the common shares contained in our registration
statement on Form 8-A dated May 14, 1991, including any amendments or
reports filed for the purposes of updating such description; and
(d) All documents filed by us pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement and prior to the filing of a post-effective
amendment, which indicates that all securities offered pursuant to
this registration statement have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference and to be a part of this registration statement from the
respective dates of filing of those documents.
Item 4. Description of Securities
-------------------------
Not Applicable.
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<PAGE>
Item 5. Interests of Named Experts and Counsel
--------------------------------------
The validity of the common shares being offered will be passed upon by Conyers
Dill & Pearman, a law firm in Hamilton, Bermuda. David J. Doyle, an attorney
with this firm, is a director of the Company.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Our By-Laws provide that MRM shall indemnify, subject to the provision below,
every director and officer of MRM, and every member of a committee of the MRM
board of directors out of the funds of MRM against all civil liabilities, loss,
damage or expense (including, but not limited to, liabilities under contract,
tort and statute or any applicable foreign law or regulation and all reasonable
legal and other costs and expenses properly payable) incurred or suffered by him
as such director, officer or committee member, and any person acting as a
director, officer or committee member in the reasonable belief that he has been
so appointed or elected notwithstanding any defect in such appointment or
election, provided always that the indemnity contained by the By-Laws shall not
extend to any matter which would render it void pursuant to the Bermuda
Companies Acts. To the extent that any director, officer or member of a
committee duly constituted under the By-Laws is entitled to claim an indemnity
pursuant to the By-Laws in respect of amounts paid or discharged by him, the
relative indemnity shall take effect as an obligation of MRM to reimburse the
person making such payment or effecting such discharge. Expenses incurred in
defending a civil or criminal action, suit or proceeding may be paid by MRM in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of a director or officer to repay such amount,
unless it shall be ultimately determined that he is entitled to be indemnified
by MRM as authorized in the By-Laws or otherwise pursuant to applicable laws.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8(a). Exhibits
--------
Exhibit No. Description
----------- -----------
4.1 1998 Long Term Incentive Plan/1/
5.1 Opinion of Conyers Dill & Pearman
23.1 Consent of Ernst & Young LLP
- -------------------------------
/1/ Incorporated by reference to Exhibit 10.12 to Form 10-K of Mutual Risk
Management Ltd. for the period ended December 31, 1998.
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<PAGE>
23.2 Consent of Conyers Dill & Pearman is contained in
Exhibit 5.1
24 Power of Attorney (included on the signature page to the
registration statement)
Item 8(b). Exhibits
--------
The 1998 Long Term Incentive Plan is not presently qualified under the
Internal Revenue Code. If MRM should change the status of the 1998 Long Term
Incentive Plan, MRM hereby undertakes to submit the 1998 Long Term Incentive
Plan and any amendments thereto to the Internal Revenue Service in a timely
manner and will make all changes required by the Internal Revenue Service to
qualify the 1998 Long Term Incentive Plan.
Item 9. Undertakings
------------
(a) MRM hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
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 Securities and Exchange 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;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities and
Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement;
-5-
<PAGE>
(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; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of MRM's annual report pursuant to Section 13(a) or 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 Securities Exchange Act of
1933) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and
(c) insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
MRM pursuant to the foregoing provisions, or otherwise, MRM has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 MRM 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, MRM 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 of 1933 and will be
governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, MRM 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 this 10th day of June, 1999.
MUTUAL RISK MANAGEMENT LTD.
By: /s/ Robert A. Mulderig
---------------------------------------
Robert A. Mulderig
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Mutual Risk
Management Ltd., a Bermuda corporation ("MRM"), and the undersigned directors
and officers of MRM, hereby constitute and appoint Richard E. O'Brien, with full
power of substitution and resubstitution, his or her true and lawful attorney
and agent at any time and from time to time to do any and all acts and things
and execute in his or her name (whether on behalf of MRM, or by attesting the
seal of MRM or otherwise), any and all instruments and documents which said
attorney and agent may deem necessary or advisable and may be required to enable
MRM and the 1998 Long Term Incentive Plan to comply with the Securities Act of
1933, as amended, and any rules, regulations or requirements of the Securities
and Exchange Commission in respect thereof, in connection with the Plan and
shares of Common Stock of MRM offered pursuant to or in connection with the
Plan, including specifically, but without limiting the generality of the
foregoing, power of attorney to sign the name of MRM and affix the corporate
seal and to sign the names of the undersigned directors and officers to all
registration statements, and all amendments and supplements thereto, on Form S-8
or S-8/S-3 or on any other appropriate form, hereafter filed with the Securities
and Exchange Commission and all instruments or documents filed as a part thereof
or in connection therewith, and each of the undersigned hereby ratifies and
confirms all that said attorney and agent, or his substitute or substitutes,
shall 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 below by the following persons on behalf of MRM and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<C> <S> <C>
/s/ Robert A. Mulderig Chairman and Chief Executive Officer June 10, 1999
- -------------------------- (Principal Executive Officer)
Robert A. Mulderig
/s/ John Kessock, Jr. President, Director and Authorized June 10, 1999
- -------------------------- U.S. Representative
John Kessock, Jr.
/s/ Richard G. Turner Executive Vice President and Director June 10, 1999
- --------------------------
Richard G. Turner
</TABLE>
-7-
<PAGE>
<TABLE>
<C> <S> <C>
/s/ Glenn R. Partridge Executive Vice President and Director June 10, 1999
- --------------------------
Glenn R. Partridge
/s/ James C. Kelly Chief Financial Officer
- -------------------------- (Principal Financial
James C. Kelly and Accounting Officer) June 10, 1999
/s/ Roger E. Dailey Director June 10, 1999
- --------------------------
Roger E. Dailey
/s/ David J. Doyle Director June 10, 1999
- --------------------------
David J. Doyle
/s/ Arthur E. Engel Director June 14, 1999
- --------------------------
Arthur E. Engel
/s/ Allan W. Fulkerson Director June 10, 1999
- --------------------------
Allan W. Fulkerson
Director June___, 1999
- --------------------------
William F. Galtney, Jr.
/s/ Beverly H. Patrick Director June 10, 1999
- --------------------------
Beverly H. Patrick
/s/ Jerry S. Rosenbloom Director June 10, 1999
- --------------------------
Jerry S. Rosenbloom
/s/ Joseph D. Sargent Director June 10, 1999
- --------------------------
Joseph D. Sargent
/s/ Norman L. Rosenthal Director June 7, 1999
- --------------------------
Norman L. Rosenthal
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hamilton, Bermuda, on the 10th day of
June, 1999.
1998 LONG TERM INCENTIVE PLAN
By: COMPENSATION COMMITTEE,
Plan Administrator
By: /s/ Beverly H. Patrick
-----------------------------
Beverly H. Patrick
Committee Member
-8-
<PAGE>
Index of Exhibits
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Conyers Dill & Pearman.
23.1 Consent of Ernst & Young LLP.
-9-
<PAGE>
EXHIBIT 5.1
DJD/aer/311490
June 14, 1999
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington Plaza
Washington, DC 20549
Dear Sirs
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 with the Securities and Exchange Commission ("Commission")
by the Company under the Securities Act of 1933 of the United States relating
to the registration of 1,250,000 common shares, $.01 par value each ("Common
Shares"), for issuance pursuant to the Company's 1998 Long-Term Incentive
Plan (as that term is defined in the Registration Statement).
For the purposes of giving this opinion, we have examined and relied upon the
Registration Statement. We have also reviewed a copy of the memorandum of
association and bye-laws of the Company certified as true copies thereof by
the secretary of the Company, minutes of meetings of the Company's board of
directors, minutes of shareholders' meetings and such other documents, and
have made such enquiries as to questions of law as we have deemed necessary
in order to render the opinions set forth below.
We have assumed:
(i) the genuineness and authenticity of all signatures and the conformity to
the originals of all copies (whether or not certified) of all documents
examined by us and the authenticity and completeness of the originals from
which such copies were taken;
(ii) the correctness, accuracy and completeness of all factual representations
made in the Registration Statement and in the other documents which we have
reviewed; and
<PAGE>
(iii) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have any implication in relation to the opinions
expressed herein.
We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is to be governed by and
construed in accordance with the laws of Bermuda and is limited to and is
given on the basis of the current law and practice in Bermuda.
"Non-assessability" is not a legal concept under Bermuda law, but when we
describe shares as being "non-assessable" (see paragraph 2 below) 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.
On the basis of and subject to the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is an existing limited liability
exempted company under the laws of Bermuda, with corporate power and
corporate authority to own, lease and operate its properties and conduct its
business as described in the Registration Statement.
2. The Common Shares to be issued pursuant to the Company's 1998 Long Term
Incentive Plan ("Plan"), when issued in accordance with the terms and
conditions of the Plan, will be legally issued, fully paid and non-
assessable, with no personal liability attaching solely by reason of the
ownership thereof.
We hereby consent to the filing of this opinion with the Commission and as an
exhibit to the Registration Statement and to the reference to this Firm under
the captions "Interests of Named Experts and Counsel".
Yours faithfully
/s/ Conyers Dill & Pearman
<PAGE>
EXHIBIT 23.1
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 15, 1999 pertaining to the 1998 Long Term
Incentive Plan of Mutual Risk Management Ltd. of our report dated February 15,
1999, with respect to the consolidated financial statements and schedules of
Mutual Risk Management Ltd. included in its Annual Report on Form 10-K for the
year ended December 31, 1998, filed with the Securities and Exchange Commission.
[GRAPHIC OMITTED]
/s/ Ernst & Young LLP
_________________________________
Hamilton, Bermuda
June 14, 1999
