As filed with the Securities and Exchange Commission on September 18, 1996
Registration No. 333-
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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CHARTWELL RE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-1652573
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Atlantic Street, Suite 400
Stamford, Connecticut 06901
(Address of registrant's principal executive offices)
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CHARTWELL RE CORPORATION
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
KATHLEEN M. CARROLL
Vice President, General Counsel and Secretary
CHARTWELL RE CORPORATION
300 Atlantic Street, Suite 400
Stamford, Connecticut 06901
(Name and address of agent for service)
(203) 961-7300
(Telephone number, including area code,
of agent for service) Copies
to:
PETER R. O'FLINN, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 West 55th Street
New York, New York 10019
(212) 424-8000
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CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered registered per unit* price* fee
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Common Stock, 50,000 shares $ 23.375 $ 1,168,750 $ 403.02
par value
$0.01 per share
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*Determined on the basis of the average of the reported high and low sales
prices on September 12, 1996 in accordance with Rule 457(c) under the Securities
Act of 1933 solely for the purpose of calculating the registration fee pursuant
to Rule 457(h).
================================================================================
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by Chartwell
Re Corporation (the "Company" or "Chartwell") with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996.
3. The description of the Company's common stock, par value $0.01 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form S-1, Registration No. 333-678, filed with the Commission on January 26,
1996, as amended on February 5, 1996, February 29, 1996 and March 4, 1996, and
as updated by pertinent information furnished in subsequent reports filed
pursuant to Section 13 of the Exchange Act.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
The Company hereby undertakes to provide without charge to each
participant in the Chartwell Re Corporation 1996 Non-Employee Directors Stock
Option Plan, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated in
this Registration Statement by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to Kathleen M. Carroll,
Vice President, General Counsel and Secretary, Chartwell Re Corporation, 300
Atlantic Street, Suite 400, Stamford, Connecticut 06901, telephone number: (203)
961- 7300.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
The financial statements and schedules of the Company, which are
incorporated herein by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, have been audited by Deloitte & Touche
LLP, independent public accountants, as indicated in their reports with respect
thereto. Such financial statements and schedules are included herein in reliance
upon the authority of said firm as experts in accounting and auditing in giving
said reports. Said firm is not employed by the Company on a contingent fee basis
and has no ownership or other interest in the Company or a subsidiary of the
Company.
Kathleen M. Carroll, Esq., whose legal opinion with respect to the
securities registered hereunder is filed as Exhibit 5 hereto, is an employee of
the Company and may participate in certain of the Company's stock benefit plans.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") grants each corporation thereunder, such as the Company, the power
to indemnify directors and officers under certain circumstances. The Company's
Amended and Restated By-Laws (as currently in effect) provide for
indemnification of directors and officers to the fullest extent permitted by
law.
Section 145 of the DGCL provides that under certain circumstances a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The Amended and Restated By-Laws of the Company provides that (i) the
Company shall indemnify any person made, or threatened to be made, a party to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the Company or is or was a director or officer of the Company serving at its
request as a director, officer, employee or agent of another enterprise and (ii)
the Company shall pay the expenses, including attorneys' fees, reasonably
incurred by a director or officer in connection with such action, suit or
proceeding if such director or officer acted in good faith and in a manner such
director or officer reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Company shall pay such expenses incurred by a director or officer in defending
or investigating a threatened or pending action, suit or proceeding, in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that the director or officer is not entitled to be
indemnified with respect to such amount by the Company. No indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Company, unless and only to the extent
that the Court of Chancery of the State of Delaware, or the court in which such
action or suit was brought, shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances
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<PAGE>
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Policies of insurance are maintained under which the Company's
directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4(a) Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (File No. 333-678))
4(b) Amended and Restated By-laws of the Company, as amended (incorporated
by reference to Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (File No. 333-678))
4(c) Chartwell Re Corporation 1996 Non-Employee Directors Stock Option Plan
5 Opinion of Kathleen M. Carroll, Esq.
23(a) Consent of Kathleen M. Carroll, Esq.(included in Exhibit 5)
23(b) Consent of Deloitte & Touche LLP
24 Powers of Attorney (see signature pages)
Item 9. Undertakings.
The Company 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;
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(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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the provisions described under Item 6 above, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in said Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 said Act and will
be governed by the final adjudication of such issue.
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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 the City of Stamford, State of Connecticut, on the 18th day of
September, 1996.
CHARTWELL RE CORPORATION
By: /s/ Richard E. Cole
Richard E. Cole
Chairman of the Board of Directors
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer and director of
Chartwell Re Corporation whose signature follows constitutes and appoints each
of RICHARD E. COLE, STEVEN J. BENSINGER, CHARLES E. MEYERS and KATHLEEN M.
CARROLL as such person's true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) of and supplements to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises to all intents and purposes and as fully as
such person might or could do in person, hereby ratifying and confirming all
that each such attorney-in-fact and agent, or a 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 and on the date or dates indicated.
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Signature Date
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/s/ Richard E. Cole September 18, 1996
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Richard E. Cole
Chairman of the Board and CEO
(principal executive officer)
/s/ Steven J. Bensinger September 18, 1996
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Steven J. Bensinger
Director
/s/ Jacques Q. Bonneau September 18, 1996
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Jacques Q. Bonneau
Director
/s/ David J. Callard September 18, 1996
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David J. Callard
Director
/s/ Robert M. DeMichele September 18, 1996
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Robert M. DeMichele
Director
/s/ Greg S. Feldman September 18, 1996
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Greg S. Feldman
Director
/s/ Stephen L. Green September 18, 1996
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Stephen L. Green
Director
/s/ Frank E. Grzelecki September 18, 1996
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Frank E. Grzelecki
Director
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Signature Date
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/s/ Charles E. Meyers September 18, 1996
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Charles E. Meyers
Senior Vice President and
Chief Financial Officer
(principal financial officer)
/s/ William R. Miller September 18, 1996
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William R. Miller
Director
/s/ Lunsford Richardson, Jr. September 18, 1996
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Lunsford Richardson, Jr.
Director
/s/ Richard B. Primerano September 18, 1996
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Richard B. Primerano
Vice President and Controller
(principal accounting officer)
/s/ Stuart S. Richardson September 18, 1996
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Stuart S. Richardson
Director
/s/ John Sagan September 18, 1996
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John Sagan
Director
/s/ Bruce W. Schnitzer September 18, 1996
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Bruce W. Schnitzer
Director
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<PAGE>
EXHIBIT INDEX
Exhibit
No. Page No.
4(a) Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (File No. 333-678))
4(b) Amended and Restated By-laws of the Company, as amended (incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (File No. 333-678))
4(c) Chartwell Re Corporation 1996 Non-Employee Directors Stock Option Plan
5 Opinion of Kathleen M. Carroll, Esq.
23(a) Consent of Kathleen M. Carroll, Esq. (included in Exhibit 5)
23(b) Consent of Deloitte & Touche LLP
24 Powers of Attorney (see signature pages)
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EXHIBIT 4 (c)
This document constitutes part of a prospectus
covering securities that have been registered
under the Securities Act of 1933, as amended.
The date of this document is September 1996.
CHARTWELL RE CORPORATION
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
<PAGE>
Table of Contents
1. Purposes........................................................1
2. Amount of Stock Subject to the Plan.............................1
3. Effective Date and Term of the Plan.............................2
4. Administration..................................................2
5. Eligibility.....................................................2
6. Option Grants...................................................2
7. Option Price and Payment..................... ..................3
8. Terms of Options and Limitations on the Right of Exercise.......4
9. Option Period and Exercise of Options...........................4
10. Termination of Directorship.....................................4
11. Use of Proceeds.................................................5
12. Non-Transferability of Options..................................5
13. Adjustment of Shares............................................6
14. Right to Terminate Service......................................6
15. Purchase for Investment.........................................6
16. Issuance of Stock Certificates; Legends; Payment of Expenses....7
17. Listing of Shares and Related Matters...........................7
18. Amendment of the Plan...........................................7
19. Termination or Suspension of the Plan...........................7
20. Savings Provision...............................................8
21. Governing Law...................................................8
22. Partial Invalidity..............................................8
<PAGE>
CHARTWELL RE CORPORATION
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
1. Purposes
Chartwell Re Corporation (the "Company") desires to attract
and retain the services of outstanding non-employee directors by affording them
an opportunity to acquire a proprietary interest in the Company through
automatic, non-discretionary awards of stock options ("Options") exercisable to
purchase shares of Common Stock (as defined below), and thus to create in such
directors an increased interest in and a greater concern for the welfare of the
Company and its subsidiaries.
The Options offered pursuant to this 1996 Non-Employee
Directors Stock Option Plan (the "Plan") are a matter of separate inducement and
are not in lieu of any other compensation for the services of any director.
The Options granted under the Plan are intended to be options
that do not meet the requirements for incentive stock options within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
As used in the Plan, the term "parent corporation" and
"subsidiary corporation" shall mean a corporation coming within the definition
of such terms contained in Sections 424(e) and 424(f) of the code, respectively.
2. Amount of Stock Subject to the Plan
Options granted under the Plan shall be exercisable for shares
of common stock of the Company ("Common Stock"). Initially, and for so long as
the Company continues to have authorized Common Stock, par value $.01 per share
("Ordinary Common Stock"), Options granted under the Plan shall be exercisable
for shares of Common Stock. If at any time there is more than one class of
Common Stock, the Shares (as defined below) shall be the class designated by the
Board of Directors pursuant to its authority under Section 4.
The total number of shares of Common Stock authorized for
issuance under the Plan upon the exercise of Options (the "Shares"), shall not
exceed, in the aggregate, 50,000 of the currently authorized shares of Common
Stock of the Company, such number to be subject to adjustment in accordance with
Section 13.
Shares which may be acquired under the Plan may be either
authorized but unissued Shares, Shares of issued stock held in the Company's
treasury, or both. If and to the extent that Options granted under the Plan
expire or terminate without having been exercised, the Shares covered by such
expired or terminated Options may again be subject to a later-granted Option
under the Plan.
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3. Effective Date and Term of the Plan
The Plan shall become effective at 5:00 p.m., New York City
time, on January 1, 1996 (the "Effective Date"); provided, however, that if the
Plan is not approved by a vote of the stockholders of the Company at an annual
meeting or any special meeting of stockholders within twelve months after the
Effective Date, the Plan and any Options granted hereunder shall terminate. The
Plan shall terminate at the close of business on December 31, 2006 (the
"Termination Date"), unless sooner terminated in accordance with its terms.
4. Administration
The Plan shall be administered by the Board of Directors of
the Company (the "Board of Directors"), which may designate from among its
members a committee to exercise all power and authority of the Board of
Directors at any time and from time to time to administer the Plan. (References
herein to the Board of Directors shall be deemed to include references to any
such committee, except as the context otherwise requires.) Subject to the
express provisions of the Plan, the Board of Directors shall have authority to
construe the Plan and the Options granted hereunder, to prescribe, amend and
rescind rules and regulations relating to the Plan and to make all other
ministerial determinations necessary or advisable for administering the Plan;
provided, however, that no director shall participate in any determination to be
made by the Board of Directors with respect to his or her own participation in
or benefits under the Plan.
The determination of the Board of Directors on matters
referred to in this Section 4 shall be conclusive.
5. Eligibility
All non-employee directors of the Company (including former
officers or former key employees), shall be eligible to be granted Options under
the Plan ("Eligible Directors").
6. Option Grants
On the Effective Date, each Eligible Director then in office
shall automatically be granted an Option to purchase 1,000 Shares (subject to
adjustment as provided in Section 13), subject to the approval of the Plan by
the stockholders of the Company at the 1996 Annual Meeting. Thereafter,
effective on the date of each annual meeting of stockholders of the Company
during the term of the Plan commencing with the 1997 Annual Meeting of
Stockholders, each Eligible Director then in office shall automatically be
granted, immediately following each such annual meeting of stockholders of the
Company, an Option to purchase 1,000 Shares (subject to adjustment as provided
in Section 13), with the date of the grant to be the date of such annual
meeting.
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7. Option Price and Payment
The price for each Share purchasable upon exercise of any
Option granted hereunder on the Effective Date shall be an amount equal to the
fair market value per Share on the Effective Date. The price for each Share
purchasable upon exercise of any Option granted hereunder on the date of any
annual meeting of stockholders during the term of the Plan commencing with the
1997 Annual Meeting of Stockholders shall be an amount equal to the fair market
value per Share on the date of grant. For purposes of the Plan, fair market
value per Share shall be determined as follows:
(a) If the Shares are listed on a national securities exchange
in the United States or reported on the National Association of
Securities Dealers Automated Quotation System-National Market System
("NASDAQ-NMS") on any date on which the fair market value per Share is
to be determined, the fair market value per Share shall be deemed to be
the closing quotation at which such Shares are sold on such principal
national securities exchange or reported on NASDAQ-NMS on the date the
Option is granted. If the Shares are listed on a national securities
exchange in the United States on such date or reported on NASDAQ-NMS
but no Shares are traded on such date, or such national securities
exchange or NASDAQ-NMS is not open for business on such date, the fair
market value per Share shall be determined as of the closest date
preceding on which the Shares were so traded.
(b) If on the date any Option is granted, a regular, active
public market exists (as determined in the sole discretion of the Board
of Directors, whose decision shall be conclusive and binding) for the
Shares but such Shares are not listed on a national securities exchange
in the United States or reported on NASDAQ-NMS, the fair market value
per Share shall be deemed to be the average of the closing bid and ask
quotations in the over-the-counter market for such Shares in the United
States on the date such Option is granted. In the event that there are
no bid and ask quotations in the over-the-counter market in the United
States for such Shares on the date such Option is granted, the fair
market value per Share shall be determined as of the closest preceding
date on which such quotations are available. For purposes of the
foregoing, a market in which trading is sporadic and the ask quotations
generally exceed the bid quotations by more than 15% shall not be
deemed to be a "regular, active public market." If the Board of
Directors determines that a regular, active public market does not
exist for the Shares, the Board of Directors shall determine the fair
market value per Share in its good faith judgment.
Upon the exercise of an Option granted hereunder, the Company
sahll cause the purchased Shares to be issued to the Eligible Director when it
shall have received any one, or combination of the following:(1) the full
purchase price for the Shares from the optionee in cash; (2) Common Stock (in
proper form for transfer and accompanied by all requisite stock transfer tax
stamps or cash inlieu thereof) already owned by such optionee and having a
fair market value equal to the cash exercise price applicable to that portion of
the Option being exercised by the delivery of such shares, the fair market value
per each share of Common Stock so delivered to be determined as of the date
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immediately preceding the date on which the Option is exercised in
accordance with paragraphs (a) and (b) of this Section 7, or as may be required
in order to comply with or to conform to the requirements of any applicable laws
or regulations or (3) written notice to the Company to withhold from those
shares of Common Stock that would otherwise be obtained upon such stock option
exercise, a number of shares having a fair market value on the date of exercise
equal to the option exercise price.
8. Terms of Options and Limitations on the Right of Exercise
To the extent that an Option is not exercised within the
period of exercisability specified therein, it shall expire as to the then
unexercised part.
In no event shall an Option granted hereunder be exercised for
a fraction of a Share or for less than one hundred Shares (unless the number
purchased is the total balance for which the Option is then exercisable).
A person entitled to receive Shares upon the exercise of an
Option shall not have the rights of a stockholder with respect to such Shares
until the date of issuance of a stock certificate to him or her for such Shares;
provided, however, that until such stock certificate is issued, any holder of an
Option using previously acquired shares of Common Stock in payment of an Option
exercise price shall continue to have the rights of a stockholder with respect
to such previously acquired shares of Common Stock.
9. Option Period and Exercise of Options
An Option granted to any Eligible Director shall not be
exercisable for six (6) months following the date of grant of such Option and
shall be exercisable for the period ending ten (10) years from the date of such
grant, except to the extent such exercise is further limited or restricted
pursuant to the provisions hereof.
Subject to the express provisions of the Plan, Options granted
under the Plan shall be exercised by the optionee as to all or part of the
Shares covered thereby by the giving of written notice of the exercise thereof
to the Corporate Secretary of the Company at the principal business office of
the Company, specifying the number of Shares to be purchased, whether the
payment is proposed to be in the form of cash or shares of Common Stock and
specifying a business day of the Company which is not more than ten (10) days
from the date such notice is given for the payment of the purchase price against
delivery of the Shares being purchased. Subject to the terms of Sections 15, 16
and 17, the Company shall cause certificates for the Shares so purchased to be
delivered at the principal business office of the Company, against payment of
the full purchase price, on the date specified in the notice of exercise.
10. Termination of Directorship
If an Eligible Director's service as a director of the Company
is terminated, any
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Option previously granted to such Eligible Director shall, to the extent not
theretofore exercised, terminate and become null and void; provided, however,
that:
(a) if an Eligible Director holding an outstanding Option
dies, including during either the three (3) month or one (1) year
period, whichever is applicable, specified in clause (b) immediately
below, such Option shall, to the extent not theretofore exercised,
remain exercisable for one (1) year after such Eligible Director's
death, by such Eligible Director's legatee, distributee, guardian or
legal or personal representative; and
(b) if the service with the Company of an Eligible Director
holding an outstanding Option is terminated by reason of (i) such
Eligible Director's disability (as described in Section 22(e) (3) of
the Code), (ii) voluntary retirement from service as a director of the
Company or (iii) failure of the Company to nominate for re-election
such Eligible Director who is otherwise eligible, except if such
failure to nominate for re-election is due to any act of (A) fraud or
intentional misrepresentation or (B) embezzlement, misappropriation or
conversion of assets or opportunities of the Company or any subsidiary
corporation or parent corporation of the Company (in which case, such
Option shall terminate and no longer be exercisable), such Option
shall, to the extent not theretofore exercised, remain exercisable for
(X) three (3) months after the date of such termination of service in
the case of termination by reason of voluntary retirement or failure of
the Company to nominate for re-election such Eligible Director who is
otherwise eligible, subject to the above exceptions thereto stated in
this clause (b), and (Y) one (1) year after the date of termination of
service in the case of termination by reason of disability.
In no event, however, shall an Eligible Director be entitled
to exercise any Option after the expiration of the period of exercisability of
such Option, as specified therein.
11. Use of Proceeds
The cash proceeds from the sale of Shares subject to the
Options granted hereunder are to be added to the general funds of the Company
and used for its general corporate purposes as the Board of Directors shall
determine.
12. Non-Transferability of Options
An Option granted hereunder shall not be transferable, whether
by operation of law or otherwise, other than by will or the laws of descent and
distribution pursuant to clause (a) of Section 10. Except to the extent provided
above, Options also may not be assigned, transferred, pledged, hypothecated or
disposed of in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process.
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13. Adjustment of Shares
Notwithstanding any other provision contained herein, in the
event of any change in the Shares subject to the Plan or to any Option granted
under the Plan (through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, split-up, split-off, spin-off, combination of
shares, exchange of shares, or other like change in the capital structure of the
Company), an adjustment shall be made to each outstanding Option to the effect
that each such Option shall thereafter be exercisable for such securities, cash
and/or other property as would have been received in respect of the Shares
subject to such Option had such Option been exercised in full immediately prior
to such change, and such an adjustment shall be made successively each time any
such change shall occur. The term "Shares" after any such change shall refer to
the securities, cash and/or property then receivable upon exercise of an Option.
In addition, in the event of any such change, the Board of Directors shall make
any further adjustment to the maximum number of Shares which may be acquired
under the Plan pursuant to the exercise of Options, the maximum number of shares
for which Options may be granted to any one (1) Eligible Director and the number
of Shares and price per Share subject to outstanding Options as shall be
equitable to prevent dilution or enlargement of rights under such Options, and
the determination of the Board of Directors as to these matters shall be
conclusive and binding on the optionee.
14. Right to Terminate Service
The Plan shall not impose any obligation on the Company or on
any subsidiary corporation or parent corporation thereof to continue the service
of any director holding Options and shall not impose any obligation on the part
of any director holding Options to remain in the service of the Company or of
any subsidiary corporation or parent corporation thereof.
15. Purchase for Investment
Except as hereinafter provided, the Board of Directors may
require the holder of an Option granted hereunder, as a condition to exercise of
such Option in the event the Shares subject to such Option are not registered
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "Securities Act"), and applicable state securities laws,
to execute and deliver to the Company a written statement, in form satisfactory
to the Board of Directors, in which such holder (a) represents and warrants that
such holder is purchasing or acquiring the Shares acquired thereunder for such
holder's own account for investment only and not with a view to the resale or
distribution thereof in violation of any federal or state securities laws and
(b) agrees that any subsequent resale or distribution of any of such Shares
shall be made only pursuant to either (i) an effective registration statement
covering such Shares under the Securities Act and applicable state securities
laws or (ii) specific exemptions from the registration requirements of the
Securities Act and any applicable state securities laws, based on a written
opinion of counsel, in form and substance satisfactory to counsel for the
Company, as to the application thereto of any such exemptions.
Nothing herein shall be construed as requiring the Company to
register Shares
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subject to any Option under the Securities Act or any state securities law and,
to the extent deemed necessary by the Company, Shares issued upon exercise of an
Option may contain a legend to the effect that registration rights have not been
granted with respect to such Shares.
16. Issuance of Stock Certificates; Legends; Payment of Expenses
The Company may endorse such legend or legends upon the
certificates for Shares issued upon exercise of Options granted pursuant to the
Plan and may issue such "stop transfer" instructions to its transfer agent in
respect of such Shares as the Board of Directors, in its discretion, determines
to be necessary or appropriate to (a) prevent a violation of, or to perfect an
exemption from, the registration requirements of the Securities Act or (b)
implement the provisions of the Plan and any agreement between the Company and
the optionee or grantee with respect to such Shares.
The Company shall pay all issue and transfer taxes with
respect to the issuance or transfer of Shares, as well as all fees and expenses
necessarily incurred by the Company in connection with such issuance or
transfer.
All Shares issued as provided herein shall be fully paid and
nonassessable to the extent permitted by law.
17. Listing of Shares and Related Matters
If at any time the listing, registration or qualification of
the Shares subject to an Option on any securities exchange or under any
applicable law, or the consent or approval of any governmental regulatory body,
is necessary as a condition of, or in connection with, the granting of the
Option, or the issuance of Shares thereunder, such Option may not be exercised
in whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained.
18. Amendment of the Plan
The Board of Directors may, from time to time, amend the Plan,
provided that no amendment shall be made without the approval of the
stockholders of the Company that will (a) increase the total number of Shares
reserved for Options under the Plan (other than an increase resulting from an
adjustment provided for in Section 13), (b) modify the provisions of the Plan
relating to eligibility, or (c) materially increase the benefits accruing to
participants under the Plan. Notwithstanding any other provision hereof, in no
event shall the provisions of the Plan be amended more than one time in any
six-month period, other than to comport with changes to the applicable law or
the rules promulgated thereunder.
19. Termination or Suspension of the Plan
The Board of Directors may at any time suspend or terminate
the Plan. Options may not be granted while the Plan is suspended or after it is
terminated. Rights and obligations
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under any Option granted while the Plan is in effect shall not be altered or
impaired by suspension or termination of the Plan, except upon the consent of
the person to whom the Option was granted. The ministerial power of the Board of
Directors to construe and administer any Options under Section 4 that are
granted prior to the termination or the suspension of the Plan shall continue
after such termination or during such suspension.
20. Savings Provision
With respect to all participants in the Plan, transactions
under the Plan are intended to comply with all applicable conditions of Rule
16b-3 (or any successor provision) under the Exchange Act. To the extent any
provision of the Plan term of any Option or action by the Board of Directors
fails to so comply, it shall be deemed amended so as to be consistent with the
requirements of said Rule 16b-3 and, to the extent such amendment shall not
suffice for purposes of such compliance, it shall be deemed null and void to the
extent permitted by law and deemed advisable by the Board of Directors.
21. Governing Law
The Plan, such Options as may be granted hereunder and all
related matters shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware from time to time in effect.
22. Partial Invalidity
The invalidity or illegality of any provision herein shall not
be deemed to affect the validity of any other provision.
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EXHIBIT 5
September 18, 1996
Chartwell Re Corporation
300 Atlantic Street
Suite 400
Stamford, CT 06901
Ladies and Gentlemen:
I am familiar with the 1996 Non-Employee Directors Stock Option Plan (the "Stock
Option Plan") of Chartwell Re Corporation, a Delaware corporation ("Chartwell"),
under which 50,000 shares of common stock, $.01 par value per share (the
"Shares"), have been authorized for issuance by Chartwell. I have acted as
counsel to Chartwell in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), of a Registration Statement on Form S-8 (the "Registration
Statement") with respect to the registration under the Act of the Shares. In
this connection, I have examined such records, documents and proceedings as I
have deemed relevant and necessary as a basis for the opinion expressed herein.
Based upon the foregoing, I am of the opinion that Shares have been duly
authorized for issuance under the Stock Option Plan by all proper corporate
action and, when the Registration Statement shall have become and remain
effective for the purpose of the issue and sale of the Shares and when such
Shares shall have been issued to the optionees pursuant to the Stock Option Plan
and when Chartwell's policies relating thereto and any conditions or
restrictions relating thereto shall have been satisfied, such Shares will be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
/s/ Kathleen M. Carroll
- -----------------------
Kathleen M. Carroll
Vice President, General Counsel
and Secretary
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Chartwell Re Corporation on Form S-8 of our report dated February 2, 1996
appearing in the Annual Report on Form 10-K of Chartwell Re Corporation for the
year ended December 31, 1995 and to the reference to us under Item 5 "Interests
of Named Experts and Counsel" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & Touche LLP
Parsippany, New Jersey
September 11, 1996
