As filed with the Securities and Exchange Commission on August 28,1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Four Stamford Plaza, P. O. Box 120043
Stamford, Connecticut 06912-0043
(Address of principal executive offices)
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CHARTWELL RE CORPORATION
1997 Omnibus Stock Incentive Plan
(Full title of the plan)
JOHN V. DEL COL
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) 705-2500
(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
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Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be offering price Aggregate Offering Registration
Registered Registered per share (1) price (1) Fee
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Common Stock, par
value $0.01 per
share(including
the associated 300,000(3) $26.5625 $7,968,750 $2,747.84
Common Stock
Purchase Rights) (2)
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(1) In accordance with Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), the maximum offering price per share is based on
the average of the high and low sales prices for a share of Common Stock on
the Composite Tape for the New York Stock Exchange on August 27, 1998.
(2) Prior to the occurrence of certain events, the Common Stock Purchase Rights
will not be evidenced separately from the Common Stock.
(3) Pursuant to Rule 416, this Registration Statement also covers such
indeterminable number of additional shares of Common Stock as may be
issuable pursuant to the antidilution provisions of the Chartwell Re
Corporation 1997 Omnibus Stock Incentive Plan.
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<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
The contents of the Chartwell Re Corporation Registration Statement on Form S-8,
File No. 333-36441, filed with the Securities and Exchange Commission on
September 26, 1997, is incorporated herein by reference.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 4(a) to the
Company's Registration Statement on Form S-8 (File No.
333-36441)).
4.2 Amended and Restated By-laws of the Company (incorporated
by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (File No. 333-678)).
4.3 Rights Agreement, dated as of May 22, 1997, between the
Company and Fleet National Bank of Connecticut as Rights
Agent (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K, dated June 6, 1997).
4.4 Amendment Agreement, dated June 16, 1997 among Chartwell,
Fleet National Bank of Connecticut and State Street Bank
and Trust Company, as Successor Rights Agent (incorporated
by reference to Exhibit 4.4 to the Company's Registration
Statement on Form S-8, dated August 17, 1998 (File No.
333-61605)).
5 Opinion of John V. Del Col, Esq.
23.1 Consent of John V. Del Col, Esq. (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (see signature pages)
<PAGE>
SIGNATURES
The Registrant. 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 the27th day
of August 1998.
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 JOHN V. DEL COL
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.
<PAGE>
Signature Date
/s/Richard E. Cole August 26, 1998
Richard E. Cole
Chairman of the Board and CEO
(principal executive officer)
/s/Steven J. Bensinger August 26, 1998
Steven J. Bensinger
Director
/s/Jacques Q. Bonneau August 26, 1998
Jacques Q. Bonneau
Director
/s/David J. Callard August 26, 1998
David J. Callard
Director
/s/Robert M. DeMichele August 26, 1998
Robert M. DeMichele
Director
/s/Greg S. Feldman August 26, 1998
Greg S. Feldman
Director
/s/Stephen L. Green August 26, 1998
Stephen L. Green
Director
/s/Frank E. Grzelecki August 26, 1998
Frank E. Grzelecki
Director
<PAGE>
Signature Date
/s/Charles E. Meyers August 26, 1998
Charles E. Meyers
Senior Vice President and
Chief Financial Officer
(principal financial officer)
/s/William R. Miller August 26, 1998
William R. Miller
Director
/s/Richard B. Primerano August 26, 1998
Richard B. Primerano
Vice President and Controller
(principal accounting officer)
/s/Lunsford Richardson, Jr. August 26, 1998
Lunsford Richardson, Jr.
Director
/s/Stuart S. Richardson August 26, 1998
Stuart S. Richardson
Director
/s/John Sagan August 26, 1998
John Sagan
Director
<PAGE>
EXHIBIT INDEX
Exhibit No. Page No.
4.1 Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 4(a) to the Company's
Registration Statement on Form S-8 (File No.
333-36441)).
4.2 Amended and Restated By-laws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement
on Form S-1 (File No. 333-678)).
4.3 Rights Agreement, dated as of May 22, 1997, between the Company
and Fleet National Bank of Connecticut as Rights Agent
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K, dated June 6, 1997).
4.4 Amendment Agreement, dated June 16, 1997 among Chartwell, Fleet
National Bank of Connecticut and State Street Bank and Trust
Company, as Successor Rights Agent (incorporated by reference to
Exhibit 4.4 to the Company's Registration Statement on Form S-8,
dated August 17, 1998 (File No. 333-61605)).
5 Opinion of John V. Del Col, Esq.
23.1 Consent of John V. Del Col, Esq. (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (see signature pages)
Exhibit 5
August 27, 1998
Chartwell Re Corporation
Four Stamford Plaza
P. O. Box 120043
Stamford, CT 06912-0043
Ladies and Gentlemen:
I am familiar with the 1997 Omnibus Stock Incentive Plan (the "Stock Incentive
Plan") of Chartwell Re Corporation, a Delaware corporation ("Chartwell"), under
which an additional 300,000 shares of common stock, $.01 par value per share
(the "Common 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 additional
300,000 Common Shares and the Common Stock Purchase Rights (the "Rights")
associated therewith issued pursuant to the Rights Agreement, dated May 22,
1997, between the Company and Fleet National Bank of Connecticut ("Fleet"), as
Rights Agent as amended by the Amendment Agreement, dated June 16, 1997 among
Chartwell, Fleet and State Street Bank and Trust Company, as Successor Rights
Agent. 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 and subject to the foregoing, I am of the opinion that (i) the Common
Shares and Rights reserved for issuance pursuant to the terms of the Stock
Incentive Plan have been duly authorized (ii) the Common Shares when issued and
delivered in accordance with the terms of the Stock Incentive Plan, will be
validly issued, fully paid and nonassessable and (iii) the Rights, when issued
in accordance with the terms of the Stock Incentive Plan and the Rights
Agreement, dated as of May 22, 1997, between the Company and Fleet National Bank
of Connecticut ("Fleet"), as Rights Agent, as amended by the Amendment
Agreement, dated June 16, 1997 among the Corporation, Fleet and State Street
Bank and Trust Company, as Successor Rights Agent, will be validly issued.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to me in Item 5, Interests of Named Experts and
Counsel, of the Registration Statement.
Very truly yours,
/s/ John V. Del Col
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John V. Del Col
Vice President, General Counsel
and Secretary
12
Exhibit 23.2
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 3, 1998,
appearing in the Annual Report on Form 10-K of Chartwell Re Corporation for the
year ended December 31, 1997.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
August 27, 1998
