As filed with the Securities and Exchange Commission on December 31, 1996
Registration No.: 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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IPC Holdings, Ltd.
(Exact name of issuer as specified in its charter)
Bermuda American International Building Not Applicable
(State or other 29 Richmond Road (I.R.S. Employer
jurisdiction of Hamilton, HM08, Bermuda Identification No.)
incorporation or (441) 295-2121
organization)
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive
offices)
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IPC Holdings, Ltd. Stock Option Plan
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CT Corporation System
1633 Broadway
New York, New York 10019
(212) 246-5070
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Andrew S. Rowen, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Amount maximum Proposed maximum Amount of
Title of each class of securities to be offering price aggregate offering registration
to be registered registered per unit(1) price(1) fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, par value $0.01 277,500 5,763,231 $1,747
per share shares
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 (the "Securities
Act"). With respect to the 80,624 options to purchase common shares,
par value US$0.01 per share ("Shares"), of IPC Holdings, Ltd. that are
currently outstanding, the proposed maximum offering price is calculated
pursuant to Rule 457(h)(1) under the Securities Act based on an exercise
price of $16.54. With respect to the 196,876 options to purchase Shares
that are currently authorized but not yet issued, the proposed maximum
offering price is calculated pursuant to Rule 457(c) under the Securities
Act, on the basis of the high and low prices for Shares on December 26,
1996.
----------------------
</FN>
</TABLE>
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<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information
All 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 (the "Securities Act"), and the
Note to Part I of Form S-8.
Item 2. Registrant Information and Employee
All 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, and the Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed below are incorporated herein by reference:
(a) The Registrant's prospectus, dated March 7, 1996, filed
pursuant to Rule 424(b) under the Securities Act, which contains
audited consolidated financial statements for the fiscal year ended
December 31, 1995.
(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
(c) Current Report on Form 8-K dated June 3, 1996.
(d) Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996.
(e) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
(f) The description of the Registrant's Common Stock which is
contained in its Registration Statement on Form S-1 (Registration No.
333-00088), filed under the Securities Act, including any amendments or
reports filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (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 herein
by reference and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests Of Named Experts And Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 98 of the Companies Act 1981 of Bermuda (the "Companies Act")
provides generally that a company incorporated under the laws of Bermuda may
indemnify its directors and officers against any liability arising from any rule
of law in respect of any negligence, default, breach of duty or breach of trust
of which such person may be guilty in relation to the Company, provided, that,
any provision indemnifying any such officer or director in respect of any fraud
or dishonesty of which such officer or director may be guilty in relation to the
Company shall be void. Section 98 of the Companies Act further provides that a
company incorporated under the laws of Bermuda may indemnify its directors and
officers against any liability incurred by them in defending any proceedings,
whether civil or criminal, in which judgment is awarded in their favor or in
which they are acquitted or granted relief by the Supreme Court of Bermuda in
certain proceedings under Section 281 of the Companies Act. Section 98A of the
Companies Act enables a company to purchase and maintain insurance for the
benefit of directors and officers.
The bye-laws of the Registrant (the "Bye-Laws") provide indemnification
to directors and officers of the Registrant against costs, losses and other
expenses arising from actions taken in such capacity, other than those arising
from any wilful negligence, wilful default, fraud or dishonesty. Further, the
Bye-Laws provide for indemnification of liabilities incurred by any director or
officer in defending any civil or criminal proceeding in which a favorable
judgment is obtained, or in which such officer or director is acquitted, or in
which relief from liability is granted under the Companies Act. The Registrant
maintains liability insurance covering its directors and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit No. Description
4* Form of Stock Certificate
4.1* Memorandum of Association of the Registrant
4.2* Bye-laws of the Registrant
4.3* IPC Holdings, Ltd. Stock Option Plan
5 Opinion of Conyers Dill & Pearman as to the validity
of the securities registered
23.1 Consent of Conyers Dill & Pearman (included in their
opinion filed as Exhibit 5)
23.2 Consent of Arthur Andersen & Co.
24 Powers of Attorney (set forth on signature page of
this Registration Statement)
- ---------------------------
* Incorporated herein by reference to the exhibit in the Registrant's
Registration Statement on Form S-1 (Registration No. 333-00088) and any
amendments thereto.
Item 9. Undertakings
(a) The undersigned Registrant 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;
(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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 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 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.
(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 Sections 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 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.
(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 foregoing provisions, or otherwise, the
Registrant 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 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.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Pembroke, Bermuda, on December 27, 1996.
By: /s/ JOHN P. DOWLING
--------------------------------
John P. Dowling
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John P. Dowling and Joseph C.H. Johnson
his true and lawful attorneys-in-fact and agents, each acting alone, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, and hereby ratifies and confirms
all his said attorneys-in-fact and agents, each acting alone, or his substitute
or substitutes may lawfully do or cause to be done by virtue thereof.
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 dates indicated.
Signature Title Date
/s/ JOSEPH C.H. JOHNSON
- -------------------------- Chairman of the Board of
Joseph C.H. Johnson of Directors December 27, 1996
/s/ JOHN P. DOWLING President and Chief
- -------------------------- Executive Officer (Principal
John P. Dowling Executive Officer) December 27, 1996
/s/ JOHN R. WEALE Vice President (Principal
- -------------------------- Financial Officer and
John R. Weale Principal Accounting Officer) December 27, 1996
/s/ MICHAEL L. BOURIS
- -------------------------- Director December 27, 1996
Michael L. Bouris
-3-
<PAGE>
/s/ RON HIRAM
- -------------------------- Director December 29, 1996
Ron Hiram
/s/ FRANK MUTCH
- -------------------------- Director December 30, 1996
Frank Mutch
/s/ JOHN T. SCHMIDT
- -------------------------- Director December 31, 1996
John T. Schmidt
/s/ CLARENCE E. JAMES
- -------------------------- Director December 27, 1996
Clarence E. James
-4-
<PAGE>
Index to Exhibits
Exhibit No. Description
4* Form of Stock Certificate
4.1* Memorandum of Association
4.2* Bye-laws of the Registrant
4.3* IPC Holdings, Ltd. Stock Option Plan
5 Opinion of Conyers Dill & Pearman regarding the validity of
the securities registered
23.1 Consent of Conyers Dill & Pearman (included in their opinion
filed as Exhibit 5)
23.2 Consent of Arthur Andersen & Co.
24 Powers of Attorney (set forth on signature page of this
Registration Statement)
- ------------------------
* Incorporated herein by reference to the exhibit in the Registrant's
Registration Statement on Form S-1 (Registration No. 333-00088) and any
amendments thereto.
-5-
December 31, 1996
IPC Holdings, Ltd.
American International Building
29 Richmond Road
Hamilton
Bermuda
Dear Sirs,
RE: IPC Holdings, Ltd. (the "Company")
- Stock Option Plan
We have acted as special legal counsel in Bermuda to the Company in
connection with the stock option plan adopted by the Company on 15 February 1996
(the "Plan").
For the purposes of giving this opinion, we have examined copies of
the Plan and the Registration Statement (the "Registration Statement") on Form
S-8 filed with the U.S. Securities and Exchange Commission in respect of the
common shares (the "Shares") to be issued pursuant to the Plan.
We have also reviewed the memorandum of association and the bye-laws
of the Company, resolutions of its directors and of its shareholders, and such
other documents and made such enquiries as to questions of law as we have deemed
necessary in order to render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures
and the conformity to the originals of all copies (whether or not certified)
examined by us and the authenticity and completeness of the originals from which
such copies were taken, (b) the accuracy and completeness of all factual
representations made in the documents reviewed by us, (c) that there is no
provision of the law of any jurisdiction, other than Bermuda, and no terms of
any written share option agreement entered or to be entered into pursuant to the
Plan which would have any implication in relation to the opinions expressed
herein (d) that all options granted pursuant to the Plan will have been granted
in accordance with the terms thereof, and (e) that no Shares shall be issued
pursuant to the Plan in contravention of Bye-law 53 of the Company's bye-laws.
All obligations of the Company (a) will be subject to the laws from
time to time in effect relating to bankruptcy, insolvency, liquidation,
possessory liens, rights of set off, reorganisation, amalgamation, moratorium or
any other laws or legal procedures, whether of a similar nature or otherwise,
generally affecting the rights of creditors, (b) will be subject to statutory
limitation of the time within which proceedings may be brought, (c) will be
subject to general principles of equity and, as such, specific performance and
injunctive relief, being equitable remedies, may not be available.
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. This opinion is
issued solely for your benefit and is not to be relied upon by any other person,
firm or entity or in respect of any other matter.
On the basis of and subject to the foregoing, we are of the opinion
that:
1. When the Registration Statement has become effective pursuant to the U.S.
Securities Act of 1933, the issuance of the Shares will have been duly
authorised in accordance with the Company's memorandum of association and
bye-laws and the Plan.
2. When issued and paid for as contemplated by the Registration Statement and
the Plan, the Shares will be validly issued, fully paid and non-assessable
(meaning that no further sums are required to be paid by the holders
thereof in connection with the issue of such shares).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours faithfully,
/s/ CONYERS DILL & PEARMAN
Arthur Andersen & Co.
Consent of Independent Public Accountants
As independent public accountants, we consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
January 31, 1996, on our audits of the financial statements and financial
statement schedules of IPC Holdings, Ltd. and subsidiary as of December 31, 1995
and 1994, and for the period from May 20, 1993 to December 31, 1993, which
report is included in IPC Holdings, Ltd.'s prospectus, dated March 7, 1996,
filed pursuant to rule 424(b) under the Securities Act of 1933.
/s/ Arthur Andersen & Co.
- -------------------------
ARTHUR ANDERSEN & CO.
Hamilton, Bermuda
December 31, 1996
