As filed with the Securities and Exchange Commission on April 6, 1999
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CAPITAL RE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 52-1567009
----------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1325 Avenue of the Americas
New York, New York 10019
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(Address of Principal Executive Offices, including zip code)
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CAPITAL RE CORPORATION 1997 EMPLOYEE STOCK OPTION PLAN
(Full title of the Plan)
------------------------
Alan S. Roseman
Capital Re Corporation
1325 Avenue of the Americas
New York, New York 10019
(212) 974-0100
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(Name, address and telephone number, including area code, of agent for service)
Copy to:
Michael J. Silver, Esq.
Hogan & Hartson L.L.P.
111 South Calvert Street
Baltimore, Maryland 21202
(410) 659-2700
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered Registered (1) per share (2) price (2) fee (2)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value $.01 per share 151,100 $16 $2,417,600 $673
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</TABLE>
(1) The Registrant is registering 151,100 shares of its common stock, par value
$.01 per share ("Common Stock"), for issuance pursuant to its 1997 Employee
Stock Option Plan.
(2) The issuance of the 151,100 shares Common Stock registrered herein was
registered previously on SEC Registration Statement No. 33-47723. Pursuant to
Securities Act of 1933 Rule 429, the 151,100 shares of Common Stock are being
carried forward to this registration statement. The Registrant previously paid a
filing fee equal to $673 in connection with the registration of the 151,100
shares on Registration No. 33-47723.
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<PAGE>
Pursuant to Instruction E of Form S-8, this registration
statement is being filed to register additional securities of the same class as
were registered on the Forms S-8 filed by the Registrant on October 7, 1997, SEC
Registration No. 333-37353, the contents of which are incorporated by reference
herein.
2
<PAGE>
PART II
Item 8. Exhibits.
Exhibit
Number Description
------- -----------
5 Opinion of Alan S. Roseman, Esq. regarding
the legality of the shares being registered.
23.1 Consent of Alan S. Roseman, Esq. (included
in his opinion filed as Exhibit 5 hereto).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on signature
page).
<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 New York, New York, on this sixth day of April, 1999.
CAPITAL RE CORPORATION
By: /s/ Jerome F. Jurschak
----------------------
Jerome F. Jurschak
Chairman and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below on
this Registration Statement hereby constitutes and appoints Alan S. Roseman and
Jerome F. Jurschak and each of them, with full power to act without the other,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities (until revoked in writing), to sign any and all amendments (including
post-effective amendments thereto) to this Form S-8 Registration Statement of
Capital Re Corporation and to file the same, with all Exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he might or could
do in person thereby ratifying and confirming all that said attorney-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities indicated on the sixth day of April, 1999.
Signature Title
- -------- -----
/s/ Jerome F. Jurschak Chairman and Chief Executive
- ---------------------- Officer (Principal Executive Officer)
Jerome F. Jurschak
<PAGE>
/s/ David A. Buzen Executive Vice President and Chief Financial
- --------------------------- Officer (Principal Financial Officer and
David A. Buzen Principal Accounting Officer)
/s/ Joseph W. Swain President and Director
- ---------------------------
Joseph W. Swain
/s/ Harrison W. Conrad, Jr. Director
- ---------------------------
Harrison W. Conrad, Jr.
/s/ Richard L. Huber Director
- ---------------------------
Richard L. Huber
/s/ Steven D. Kesler Director
- ---------------------------
Steven D. Kesler
/s/ Philip Robinson Director
- ---------------------------
Philip Robinson
/s/ Edwin L. Russell Director
- ---------------------------
Edwin L. Russell
/s/ Dan R. Skowronski Director
- ---------------------------
Dan R. Skowronski
/s/ Barbara D. Stewart Director
- ---------------------------
Barbara D. Stewart
/s/ Jeffrey F. Stuermer Director
- ---------------------------
Jeffrey F. Stuermer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
5 Opinion of Alan S. Roseman, Esq. regarding
the legality of the shares being registered.
23.1 Consent of Alan S. Roseman, Esq. (included
in his opinion filed as Exhibit 5 hereto).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on signature
page).
<PAGE>
Exhibit 5
LEGAL OPINION OF ALAN S. ROSEMAN, ESQ.
April 6, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Capital Re Corporation
1997 Employee Stock Option Plan
Gentlemen and Ladies:
I am Executive Vice President, General Counsel and Corporate
Secretary of Capital Re Corporation, a Delaware corporation (the "Company").
This opinion letter has been prepared in connection with the Company's
registration, pursuant to a registration statement on Form S-8 filed with the
Securities and Exchange Commission on or about the date hereof (the
"Registration Statement"), of 151,100 shares (the "Shares") of common stock,
$.01 par value per share, of the Company (the "Common Stock") issuable upon the
exercise of options granted or to be granted pursuant to the Company's 1997
Employee Stock Option Plan (the "Plan"). This letter is furnished pursuant to
the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss.
229.601(b)(5), in connection with such registration.
I am familiar with the Company's corporate affairs and
particularly with the Plan. Based upon the above, I am of the opinion that the
Shares, when issued and delivered in the manner and on the terms contemplated in
the Registration Statement and the Plan (with the Company having received the
consideration therefor, the form of which is in accordance with applicable law),
will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement. Nothing herein shall be construed to cause me to be
considered an "expert" within the meaning of Section 11 of the Securities Act of
1933, as amended, or the rules thereunder.
Very truly yours,
/s/ Alan S. Roseman
-------------------
Alan S. Roseman
Executive Vice President, General
Counsel and Corporate Secretary
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement (Form S-8,
No. 333- _____ ) pertaining to the Capital Re Corporation 1997 Employee Stock
Option Plan and to the incorporation by reference therein of our report dated
February 22, 1999, except for Note 7, as to which the date is March 10, 1999,
with respect to the consolidated financial statements and schedules of Capital
Re Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
April 6, 1999
