<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 2000
Registration No.: 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
IPC HOLDINGS, LTD.
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C> <C>
BERMUDA AMERICAN INTERNATIONAL BUILDING NOT APPLICABLE
(State or other jurisdiction of 29 RICHMOND ROAD (I.R.S. Employer
incorporation or organization) PEMBROKE, HM 08, BERMUDA Identification No.)
(441) 298-5100
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
</TABLE>
IPC HOLDINGS, LTD. STOCK OPTION PLAN
CT Corporation System
111 Eighth Avenue
13th Floor
New York, New York 10011
(212) 246-5070
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Andrew S. Rowen, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of securities to be offering price aggregate registration
to be registered registered per share(1) offering price(1) fee
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 300,000 11.8125 $3,543,750 $935.55
shares
</TABLE>
(1) Estimated pursuant to Rule 457(h)(1) under the Securities Act of 1933
solely for the purpose of calculating the amount of the registration
fee based on the high and low prices of the common shares (the "Common
Shares") of IPC Holdings, Ltd. as reported on the NASDAQ National
Market System on February 8, 2000.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* As permitted by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement omits the information specified
in Part I of Form S-8. The documents containing the information specified in
Part I will be delivered to the participants in the Plan covered by this
registration statement as required by Rule 428(b). Such documents are not being
filed with the Securities and Exchange Commission (the "Commission") as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 300,000 shares of the Registrant's Common Shares to
be issued pursuant to the IPC Holdings, Ltd. Stock Option Plan (as amended, the
"Plan"). The Registration Statement on Form S-8 previously filed with the
Commission relating to the Plan (No. 333-19149) is incorporated herein by
reference with the exception of Exhibit 4.3 thereto, which exhibit has been
replaced by the amended Plan included as Exhibit 99 hereto. Exhibit 99 hereto
reflects an amendment to the Plan approved by the shareholders at the
Registrant's Annual General Meeting held on June 18, 1999. Specifically, Exhibit
99 reflects an amendment (i) to Section 5.1 of the Plan to increase the
aggregate number of Common Shares covered by the Plan from 277,500 to 577,500
and (ii) to Section 8 of the Plan to extend the period during which the Plan
will remain in effect from five years to ten years after the effective date of
the Plan.
Item 8. Exhibits
Exhibit No. Description
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
24 Powers of Attorney (set forth on signature page of this
Registration Statement)
99 IPC Holdings, Ltd. Stock Option Plan, as amended
- ---------------------------
-2-
<PAGE> 4
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 January 31, 2000.
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 attorney-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 January 31, 2000
Joseph C.H. Johnson Directors
/s/ John P. Dowling President and Chief January 31, 2000
- ------------------------- Executive Officer (Principal
John P. Dowling Executive Officer)
-3-
<PAGE> 5
SIGNATURE Title Date
Vice President (Principal January 31, 2000
Financial Officer and
/s/ John R. Weale Principal Accounting
- ------------------------- Officer)
John R. Weale
/s/ Russell S. Fisher
- ------------------------- Director January 28, 2000
Russell S. Fisher
/s/ Clarence E. James
- ------------------------- Director January 31, 2000
Clarence E. James
/s/ Frank Mutch
- ------------------------- Director January 31, 2000
Frank Mutch
/s/ Anthony M. Pilling
- ------------------------- Director January 31, 2000
Anthony M. Pilling
/s/ John T. Schmidt
- ------------------------- Director January 29, 2000
John T. Schmidt
-4-
<PAGE> 6
Index to Exhibits
Exhibit No. Description
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
24 Powers of Attorney (set forth on signature page of this
Registration Statement)
99 IPC Holdings, Ltd. Stock Option Plan, as amended
- ------------------------
-5-
<PAGE> 1
February 9, 2000
IPC Holdings, Ltd.
American International Building
29 Richmond Road
Pembroke, HM 08
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 as amended through June 18, 1999 (as so amended 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 to be filed with the U.S. Securities and Exchange Commission in
respect of the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of 300,000 additional common shares (the "Shares") reserved
for issuance 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
-6-
<PAGE> 2
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
Securities Act, 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
-7-
<PAGE> 1
Exhibit 23.2
Arthur Andersen
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
use of our reports and to all references to our Firm included in or made a part
of this registration statement on Form S-8.
/s/ Arthur Andersen
- -------------------------
Hamilton, Bermuda
February 9, 2000
-8-
<PAGE> 1
IPC HOLDINGS, LTD.
STOCK OPTION PLAN*
1. ESTABLISHMENT.
IPC Holdings, Ltd. (the "Company") hereby adopts this IPC
Holdings, Ltd. Stock Option Plan, the purpose of which is to enable the Company
and its subsidiaries to provide certain employees with an additional incentive
to contribute to the success of the Company by giving them an opportunity to
acquire a proprietary interest in the Company, as well as to attract to such
corporations persons of training, experience and ability.
2. DEFINITIONS.
The following terms shall have the respective meanings assigned
to them as used herein:
(a) "Appraised Value" shall mean the result of dividing (A)
the shareholders' equity attributable to the Company's Common Stock on a
fully diluted basis, as determined by the latest audited consolidated
financial statement of the Company, by (B) the total number of issued
shares of the Company's Common Stock on a fully diluted basis.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Committee" shall mean a committee of the Board to be
drawn solely from members of the Board who are not eligible to
participate in the Plan and who have not been eligible for one year
prior to serving on the Committee and who are otherwise eligible under
Rule 16b-3 under the United States Securities Exchange Act of 1934 to
administer the Plan.
(d) "Common Stock" shall refer to each of the Company's
Voting Common Stock and the Company's Common Shares.
(e) "Common Shares" shall mean the Company's Common Shares,
par value U.S. $0.01 per share, to be authorized and outstanding upon
consummation of the Company's initial public offering.
(f) "Disability" shall mean the inability of a Participant,
for reasons of health, to carry out the functions of his or her duties
for the Company or its subsidiaries for a total of six months during any
twelve-month period.
(g) "Option" shall mean an option to purchase Common Stock
granted under the Plan.
- --------------------------------
* As amended through June 18, 1999.
1
<PAGE> 2
(h) "Participant" shall mean an employee of the Company or
its subsidiaries who has been granted an Option.
(i) "Plan" shall mean this IPC Holdings, Ltd. Stock Option
Plan.
(j) "Public Market Value" of one Common Share shall mean,
when the Company's Common Shares are publicly traded, (i) the average of
the closing prices of a Common Share on the principal securities
exchange on which the Common Shares are listed or, if not so listed, as
traded in the NASDAQ National Market, if traded therein, on each of the
ten consecutive trading days prior to the date of determination, or (ii)
if the Common Shares are not so listed or traded, the average of the bid
and asked prices of a Common Share as otherwise quoted on the NASDAQ
system or any successor system in use on the most recent date prior to
the date of determination on which such quoted prices exist.
(k) "Recapitalization" shall mean the conversion of each
share of the currently authorized, issued and outstanding shares of
Voting Common Stock and Non-Voting Common Stock, par value $200 per
share, into 25,000 of the Company's Common Shares, to be effected upon
consummation of the Company's initial public offering.
(l) "Voting Common Stock" shall mean the Company's Voting
Common Stock, par value $200 per share, currently authorized and
outstanding.
3. PLAN ADMINISTRATION.
3.1. AUTHORITY. The Plan shall be administered by the Committee,
which shall have full power and authority to interpret the Plan, to establish,
amend and rescind rules and regulations relating to the Plan, to determine the
terms of Options to be issued under the Plan, to provide for conditions and
assurances deemed necessary or advisable to protect the interests of the Company
and to make all other determinations necessary or advisable for the
administration of the Plan.
The Committee shall determine the time or times at which Options
shall be granted, the number of Options to be granted to each Participant, the
duration of each of the Options and the time or times within which (during the
term of such Options) all or a portion of each of the Options may be exercised.
3.2. DECISIONS ARE FINAL AND CONCLUSIVE. The determination of the
Committee as to any question arising under the Plan, including questions of
construction and interpretation, shall be final, binding and conclusive upon all
persons, including the Company, its shareholders and persons having any interest
in the Options.
4. ELIGIBILITY.
All employees of the Company and its subsidiaries, including
officers (whether or not directors), are eligible for the grant of Options by
the Committee. Directors who are not employees of the Company or any subsidiary
shall not be eligible for the grant of Options under the Plan.
2
<PAGE> 3
5. SHARES SUBJECT TO THE PLAN.
5.1. NUMBER. The aggregate number of shares of Common Stock that
may be subject to Options granted under the Plan shall not exceed in the
aggregate 11.1 shares of Voting Common Stock (if granted prior to the
Recapitalization) or 577,500 Common Shares (following consummation of the
Recapitalization, inclusive of any Options to purchase Voting Common Stock
granted prior to the Recapitalization adjusted to reflect the Recapitalization
in the manner provided in Section 5.2). The shares of Common Stock obtainable
pursuant to Options shall be authorized but unissued shares. Upon the expiration
or termination (in whole or in part) of unexercised Options, shares of Common
Stock subject thereto shall again be available for option under the Plan.
5.2. ADJUSTMENT IN CAPITALIZATION. If there is any change in the
number or nature of outstanding shares of the Company's capital stock by reason
of a share dividend, recapitalization, merger, consolidation, scheme of
arrangement, share split, combination or exchange, share repurchase or
otherwise, or if there is any non-cash distribution in respect of any such
shares, which in any such case has a dilutive or anti-dilutive effect on the
Common Stock, the number of shares of Common Stock subject to each outstanding
Option, the exercise price thereof and/or other terms thereof shall be
appropriately adjusted by the Committee. With respect to the Recapitalization,
each Option to purchase Voting Common Stock granted prior to the
Recapitalization shall be adjusted to give effect to the 25,000 for-one ratio of
Common Shares to shares of Voting Common Stock to be effected by the
Recapitalization, such adjustment to occur automatically without action of any
person.
6. TERMS AND CONDITIONS OF OPTIONS.
6.1. GRANT OF OPTIONS. The Committee shall determine in its sole
discretion from time to time the employees of the Company and its subsidiaries
who shall be granted Options, the number of shares of Common Stock which shall
be subject to each Option and, subject to Section 6.5 hereof, the term of each
Option.
6.2. EXERCISE PRICE. The exercise price for each Option shall
be as determined by the Committee in its sole discretion, including, but not
limited to, at Appraised Value or Public Market Value on any date designated by
the Committee.
6.3. VESTING. Unless determined otherwise by the Committee, each
Option granted under the Plan shall vest and become exercisable in four equal
annual installments on each of the next four anniversaries of the date of grant
of the Option. Any shares not purchased on the applicable installment date may
be purchased thereafter at any time prior to the final expiration of the Option.
In addition, all Options shall vest immediately and become
exercisable in the event of a "Change of Control", which shall be deemed to
occur if (i) any "person" (as such term is defined in Section 3(a)(9) and as
used in Sections 13(d) and 14(d) of the United States Securities Exchange Act of
1934, as amended (the "Exchange Act")), excluding the Company or any of its
subsidiaries, a trustee or any fiduciary holding securities under an employee
benefit plan of the Company or any of its subsidiaries, an underwriter
temporarily holding securities pursuant to an offering of such securities or a
corporation owned, directly or indirectly, by shareholders of the Company in
substantially the same proportion as their ownership of the Company, is or
becomes the "beneficial owner" as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 50% or more of
the combined voting power of the company's then outstanding securities ("Voting
3
<PAGE> 4
Securities"); (ii) during any period of not more than two years, individuals who
constitute the Board as of the beginning of the period and any new director
(other than a director designated by a person who has entered into an agreement
with the Company to effect a transaction described in clause (i) or (iii) of
this sentence) whose election by the Board or nomination for election by the
Company's shareholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at such time or
whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority thereof; (iii) the shareholders of the
Company approve a merger, consolidation, amalgamation or reorganization or a
court of competent jurisdiction approves a scheme of arrangement of the Company,
other than a merger, consolidation, amalgamation, reorganization or scheme of
arrangement which would result in the Voting Securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 50% of the combined voting power of the Voting
Securities of the Company or such surviving entity outstanding immediately after
such merger, consolidation, amalgamation, reorganization or scheme of
arrangement; or (iv) the shareholders of the Company approve a plan of complete
liquidation of the Company or any agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.
6.4. OPTION AGREEMENT. Each Option granted under the Plan shall
be evidenced by a written share option agreement setting forth the terms under
which the Option is granted.
6.5. TERM OF OPTIONS. All rights to exercise an Option shall
expire not later than ten years from the date on which such Option is granted.
6.6. NONTRANSFERABILITY. No Option shall be assignable or
transferable, and no right or interest of any Participant shall be subject to
any lien, obligation or liability of the Participant, except by will or the laws
of descent and distribution. During a Participant's lifetime, an Option shall be
exercisable only by the Participant. Each written share option agreement shall
set forth transfer restrictions upon the shares of Common Stock obtainable upon
exercise thereof in a form approved by the Committee.
6.7. TERMINATION OF EMPLOYMENT. No part of any Option may be
exercised after the termination of employment of a Participant with the Company
or any subsidiary, except that:
(i) If such termination of employment is at or after normal
retirement age or due to Disability, any portion of an Option,
whether or not exercisable at the time of such termination, may
be exercised by the Participant at any time within the term of
the Option; and
(ii) if such termination of employment is not at or after normal
retirement age or due to Disability or death, with the approval
of the Board, any portion of an Option may be exercised by the
Participant within three months after such termination, but only
to the extent such Option was exercisable at the time of such
termination.
6.8. DEATH OF PARTICIPANT. In the event of the death of the
Participant (whether during or after the termination of his employment) any
portion of an Option exercisable at the time of death may be exercised within 12
months after the death of the Participant (but in no event after the expiration
of the term of the Option) by the person or persons to whom the Participant's
rights under such Option are transferred by will or the laws of descent and
distribution. In the event of the death of
4
<PAGE> 5
the Participant during his or her employment but prior to the time an Option
would normally become fully exercisable, such Option shall be considered fully
exercisable at the time of the death.
6.9. OTHER TERMS AND CONDITIONS. Options may contain such other
terms, conditions and restrictions, which shall not be inconsistent with the
provisions of the Plan, as the Committee shall deem appropriate in its sole
discretion.
7. EXERCISE OF OPTIONS.
7.1. WRITTEN NOTICE. A Participant who wishes to exercise an
Option, or a portion of an Option, shall give written notice thereof to the
Company. The date the Company receives such notice shall be considered as the
date such Option was exercised as to the Common Stock specified in such notice.
7.2. PAYMENT. A Participant who exercises an Option shall pay to
the Company at the date of exercise and prior to the delivery of the Common
Stock for which the Option is being exercised (i) the aggregate exercise price
of all shares of Common Stock pursuant to such exercise of the Option and (ii)
an amount equal to the income and other taxes, if any, required to be withheld
and paid by the Company as a result of such exercise, unless such taxes are
withheld or otherwise collected from the Participant. All payments shall be made
in cash or by certified check payable to the order of the Company; provided,
however, the aggregate exercise price may be paid all or in part in shares of
Common Stock, valued as of the date of exercise (at fair market value as
determined by the Committee), of the same class as those to be transferred upon
exercise of the Option.
7.3. NO PRIVILEGES OF SHAREHOLDER. A Participant shall not have
any of the rights or privileges of a shareholder of the Company with respect to
the shares of Common Stock subject to an Option unless and until such shares of
Common Stock have been duly issued and vested and have been registered in the
Participant's name.
7.4. FURTHER ASSURANCES. Any person exercising an Option shall
make such representations and agreements and furnish such information as the
Committee may in its discretion deem necessary or desirable to assure compliance
by the Company, on terms acceptable to the Company, with the provisions of the
United States Securities Act of 1933 and any other applicable legal
requirements. If a Participant so requests, shares purchased may be issued in
the name of the Participant and another jointly with the rights of survivorship.
8. DURATION.
The Plan shall remain in effect for a period of ten years after
the effective date of the Plan, unless sooner terminated by the Board. Options
theretofore granted may extend beyond that date in accordance with the
provisions of the Plan.
9. NO RIGHT TO EMPLOYMENT.
Nothing contained in the Plan or in any option agreement shall
give a Participant any right to continue employment with the Company or its
subsidiaries.
5
<PAGE> 6
10. TERMINATION OR AMENDMENT OF PLAN.
The Board may at any time terminate the Plan with respect to any
shares of Common Stock of the Company not at the time subject to option, and may
from time to time alter or amend the Plan or any part thereof, provided that no
change may be made in any Option theretofore granted which would impair the
rights of a Participant without the consent of such Participant, and further,
that no alteration or amendment may be made without the approval of shareholders
if such approval is required by Rule 16b-3 under the United States Securities
Exchange Act of 1934 for transactions pursuant to the Plan to be exempt
thereunder.
11. GOVERNMENT REGULATIONS.
The Plan, the grant and exercise of Options hereunder and the
obligation of the Company to sell and deliver shares of Common Stock pursuant to
such Options shall be subject to all applicable laws, rules and regulations, and
to any required approvals by any governmental agencies.
12. EFFECTIVE DATE.
This Plan shall be effective as of February 15th, 1996 and shall
continue in full force and effect regardless of any abandonment of the Company's
proposed initial public offering.
6
