As filed with the Securities and Exchange Commission on December 10, 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.)
Four Stamford Plaza, P. O. Box 120043
Stamford, Connecticut 06912-0043
(Address of registrant's principal executive offices)
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CHARTWELL RE 1993
STOCK OPTION PLAN
(Full title of the plan)
KATHLEEN M. CARROLL
Vice President, General Counsel and Secretary
CHARTWELL RE CORPORATION
Four Stamford Plaza, P. O.Box 120043
Stamford, Connecticut 06912-0043
(Name and address of agent for service)
(203) 705-2530
(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, 200,000 shares $26.125 $5,225,000 $1,801.72
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 December 9, 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, June 30, 1996 and September 30, 1996.
3. The Company's Current Reports on Form 8-K dated October 18, 1996
and November 20, 1996.
4. 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 1993 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, Four Stamford Plaza, P. O. Box
120043, Stamford, Connecticut 06912-0043, telephone number: (203) 705-2530.
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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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 Statementon 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 1993 Stock Option Plan (incorporated by reference to
Exhibit 4(c) to the Company's Registration Statement on Form S-8
(File No. 333-2438))
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;
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(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;
(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 9th day
of December, 1996.
CHARTWELL RE CORPORATION
By: /s/ Richard E. Cole
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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 December 9, 1996
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Richard E. Cole
Chairman of the Board and CEO
(principal executive officer)
/s/ Steven J. Bensinger December 9, 1996
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Steven J. Bensinger
Director
/s/ Jacques Q. Bonneau December 9, 1996
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Jacques Q. Bonneau
Director
/s/ David J. Callard December 9, 1996
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David J. Callard
Director
/s/ Robert M. DeMichele December 9, 1996
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Robert M. DeMichele
Director
/s/ Greg S. Feldman December 9, 1996
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Greg S. Feldman
Director
/s/ Stephen L. Green December 9, 1996
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Stephen L. Green
Director
/s/ Frank E. Grzelecki December 9, 1996
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Frank E. Grzelecki
Director
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Signature Date
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/s/ Charles E. Meyers December 9, 1996
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Charles E. Meyers
Senior Vice President and
Chief Financial Officer
(principal financial officer)
/s/ William R. Miller December 9, 1996
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William R. Miller
Director
/s/ Lunsford S. Richardson December 9, 1996
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Lunsford Richardson, Jr.
Director
/s/ Richard B. Primerano December 9, 1996
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Richard B. Primerano
Vice President and Controller
(principal accounting officer)
/s/ Stuart S. Richardson December 9, 1996
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Stuart S. Richardson
Director
/s/ John Sagan December 9, 1996
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John Sagan
Director
/s/ Bruce W. Schnitzer December 9, 1996
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Bruce W. Schnitzer
Director
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Signature Date
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/s/ Bryan Kellett December 9, 1996
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Bryan Kellett
Director
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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 1993 Stock Option Plan (incorporated by reference to
Exhibit 4(c) to the Company's Registration Statement on Form S-8
(File No. 333-2438))
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 5
December 9, 1996
Chartwell Re Corporation
Four Stamford Plaza
P. O. Box 120043
Stamford, CT 06912-0043
Ladies and Gentlemen:
I am familiar with the Chartwell Re 1993 Stock Option Plan (the "Stock Option
Plan") of Chartwell Re Corporation, a Delaware corporation ("Chartwell"), under
which 1,000,000 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 200,000 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
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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" appearing in this Registration Statement.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
December 9, 1996
