As filed with the Securities and Exchange Commission on August 17, 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
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(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
Sharesave Scheme 1997
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(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 200,000(3) $28.1875 $5,637,500 $1,943.97
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 13, 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 Sharesave Scheme 1997.
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<PAGE>
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 Securities and Exchange
Commission (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, 1997
2. The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998.
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.
4. The description of the Common Stock Purchase Rights of the Company
contained in the Company's Registration Statement on Form 8-A, dated
June 6, 1997, filed pursuant to Section 12 (b) of the Exchange Act,
including any amendment or report filed for the purpose of updating
such information.
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.
Item 5. Interests of Named Experts and Counsel.
John V. Del Col, 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.
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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 provide 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 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 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.
3
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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)
Item 9. Undertakings.
The Company hereby undertakes:
(a)(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, as amended (the "Securities Act");
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a) (1)(i) and (a) (1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission 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, 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, 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, where
applicable, 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
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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 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 the 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 the Act and will be governed by the final adjudication of
such issue.
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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 the 17th 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.
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Signature Date
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/s/ Richard E. Cole July 31, 1998
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Richard E. Cole
Chairman of the Board and CEO
(principal executive officer)
/s/ Steven J. Bensinger July 31, 1998
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Steven J. Bensinger
Director
/s/ Jacques Q. Bonneau July 31, 1998
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Jacques Q. Bonneau
Director
/s/ David J. Callard July 31, 1998
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David J. Callard
Director
/s/ Robert M. DeMichele July 31, 1998
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Robert M. DeMichele
Director
/s/ Greg S. Feldman July 31, 1998
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Greg S. Feldman
Director
/s/ Stephen L. Green July 31, 1998
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Stephen L. Green
Director
/s/ Frank E. Grzelecki July 31, 1998
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Frank E. Grzelecki
Director
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Signature Date
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/s/Charles E. Meyers July 31, 1998
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Charles E. Meyers
Senior Vice President and
Chief Financial Officer
(principal financial officer)
/s/ Willliam R. Miller July 31, 1998
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William R. Miller
Director
/s/ Lunsford Richardson, Jr. July 31, 1998
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Lunsford Richardson, Jr.
Director
/s/ Richard B. Primerano July 31, 1998
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Richard B. Primerano
Vice President and Controller
(principal accounting officer)
/s/ Stuart S. Richardson July 31, 1998
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Stuart S. Richardson
Director
/s/ John Sagan July 31, 1998
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John Sagan
Director
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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.
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)
9
Exhibit 4.4
AMENDMENT AGREEMENT
This Amendment Agreement is made this 16th day of June 1997 among
Chartwell Re Corporation, a Delaware Corporation (the "Company"), Fleet National
Bank of Connecticut ("Fleet") as Rights Agent (the "Rights Agent"), and State
Street Bank and Trust Company, as Successor Rights Agent (the "Successor Rights
Agent").
WHEREAS, the Company and the Rights Agent have entered into a Rights
Agreement, dated as of May 22, 1997 (the "Rights Agreement");
WHEREAS, State Street Bank and Trust Company has replaced Fleet as the
Company's transfer agent and registrar; and
WHEREAS, the Company and the Rights Agent want to amend the Rights
Agreement in order to terminate Fleet's appointment as Rights Agent and to
appoint State Street Bank and Trust Company as Successor rights Agent.
NOW, THEREFORE, in consideration of the mutual premises and the
agreements and provisions set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Words and expressions which appear in this Amendment Agreement and which are
defined in the Rights Agreement, shall bear the same meaning in that agreement.
2. The parties hereto hereby agree that the Rights Agreement shall be amended
as follows:
(i)Page 10, Section 2. Appointment of Rights Agent, immediately after the
word "desirable" the following should be inserted:
(ii) ", upon ten (10) days' prior written notice to the Rights Agent. The
Rights Agent shall have no duty to supervise, and in no event be liable
for, the acts or omissions of any such co-Rights Agent."
(iii) Page 12, Section 3, Issue of Right Certificate. (c) the legend should
be amended by substituting the name State Street Bank and Trust Company
for Fleet National Bank of Connecticut.
(iv) Page 59, Section 18. Concerning the Rights Agent. (a) the word "gross"
should be inserted immediately before negligence.
(v)Page 62, Section 20. Duties of Rights Agent. (c) the word "gross" should
be inserted immediately before negligence.
(vi) On page 67, Section 21. Change of Rights Agent. "company" should
replace "corporation."
(vii) Page 75, any notice or demand authorized by this Agreement should be
sent to the Rights Agent as follows:
State Street Bank and Trust Company
c/o Boston EquiServe
Mail Stop 45-02-06
150 Royall Street
Canton, Massachusetts 02021
Attn: William Gustafson
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(viii) Exhibit B, Form of Right Certificate, pages 1 and 6, substitute the
name State Street Bank and Trust Company for Fleet National Bank of
Connecticut as Rights Agent.
(ix) In Exhibit C, page 1, substitute the name State Street Bank and Trust
Company for Fleet National Bank of Connecticut.
3. The parties hereto agree that the rights, obligations and liabilities of the
parties under the Rights Agreement shall in no way be affected by the execution
of this Amendment Agreement.
4. This Agreement shall be binding upon and inure to the benefit of the parties
hereto or their successors or assigns. No party may assign this Agreement
without the prior written consent of the other party to this Agreement.
5. This Agreement is entered into and is governed by the laws of the State of
Connecticut without regard to the conflict of law principles thereof.
IN WITNESS WHEREOF, the parties have cased this Amendment Agreement to
be executed by their authorized representatives.
CHARTWELL RE CORPORATION STATE STREET BANK AND TRUST COMPANY
By: /s/ Steven J. Bensinger By: /s/ Katherine Anderson
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Name: Steven J. Bensinger Name: Katherine Anderson
Title: President Title: Director, Client Services
FLEET NATIONAL BANK OF
CONNECTICUT
By:/s/ Kenneth N. Caesar
----------------------
Name: Kenneth N. Caesar
Title: Vice President
11
Exhibit 5
August 17, 1998
Chartwell Re Corporation
Four Stamford Plaza
P. O. Box 120043
Stamford, CT 06912-0043
Ladies and Gentlemen:
I am familiar with the Chartwell Re Corporation Sharesave Scheme 1997 (the
"Sharesave Scheme") of Chartwell Re Corporation, a Delaware corporation
("Chartwell"), under which 200,000 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 200,000 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 Sharesave
Scheme have been duly authorized (ii) the Common Shares when issued and
delivered in accordance with the terms of the Sharesave Scheme, the Common
Shares will be validly issued, fully paid and nonassessable and (iii) the
Rights, when issued in accordance with the terms of the Sharesave Scheme 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
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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 17, 1998
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