<PAGE>
As filed with the Securities and Exchange Commission on December 26, 1996
REGISTRATION NO. 33-99974
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RISK CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1424716
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 HORSENECK LANE
GREENWICH, CONNECTICUT 06830
(Address of Principal Executive Offices)
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RISK CAPITAL HOLDINGS, INC. 1995 LONG TERM INCENTIVE AND SHARE AWARD PLAN
AND
RISK CAPITAL HOLDINGS, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
------------------------------
PETER A. APPEL, ESQ.
MANAGING DIRECTOR, GENERAL COUNSEL AND SECRETARY
RISK CAPITAL HOLDINGS, INC.
20 HORSENECK LANE
GREENWICH, CONNECTICUT 06830
(Name and address of agent for service)
(203) 862-4300
(Telephone number, including area code, of agent for service)
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Copy to:
Immanuel Kohn, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
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<PAGE>
REOFFER PROSPECTUS
RISK CAPITAL HOLDINGS, INC.
COMMON STOCK, PAR VALUE $.01 PER SHARE
1,700,000 shares issued or issuable under
the Risk Capital Holdings, Inc. 1995 Long Term Incentive and Share Award
Plan and 120,000 shares issued or issuable
under the Risk Capital Holdings, Inc. 1995 Employee Stock Purchase Plan
This Prospectus relates to the offer and sale of shares of common stock,
par value $.01 per share (the "Common Stock"), of Risk Capital Holdings, Inc.
(the "Company"), which may be offered hereby from time to time by any or all of
the selling stockholders named herein (the "Selling Stockholders") for their own
benefit. The Company will receive no part of the proceeds of sales made
hereunder. None of the shares offered pursuant to this Prospectus have been
registered prior to the filing of the Registration Statement of which this
Prospectus is a part.
All or a portion of the Common Stock offered hereby may be offered for
sale, from time to time, through the Nasdaq National Market System, or
otherwise, at prices and terms then obtainable. All brokers' commissions,
concessions or discounts will be paid by the Selling Stockholders. The Company
will not receive any of the proceeds from sales by Selling Stockholders.
The Selling Stockholders and brokers through whom sales of the Common Stock
are made may be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act of 1933, as amended (the "Securities Act"). In addition,
any profits realized by the Selling Stockholders or such brokers on the sale of
the Common Stock may be deemed to be underwriting commissions under the
Securities Act.
The Company's Common Stock is traded on the Nasdaq National Market System
under the symbol "RCHI". The last reported sale price of the Common Stock on
the Nasdaq National Market System on December 24, 1996 was $18 1/8 per share.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSIONS NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------
The date of this Prospectus is December 26, 1996
<PAGE>
TABLE OF CONTENTS
Page
----
Available Information. . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 6
Incorporation of Certain Documents by Reference. . . . . . . . . . . 6
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Indemnification of Directors and Officers. . . . . . . . . . . . . . 7
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<PAGE>
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Stockholders. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the regional
offices of the Commission located at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can also
be obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549.
This Prospectus does not contain all of the information set forth in the
Registration Statement of which this Prospectus is a part and which the Company
has filed with the Commission. For further information with respect to the
Company and the securities offered hereby, reference is made to the Registration
Statement, including the exhibits filed as a part thereof, copies of which can
be inspected at, or obtained at prescribed rates from, the Public Reference
Section of the Commission at the address set forth above. Additional updating
information with respect to the Company may be provided in the future by means
of appendices or supplements to this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of
such person, a copy of any and all of the information that has been or may be
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents).
See "Incorporation of Certain Documents by Reference." Requests should be
directed to Risk Capital Holdings, Inc., 20 Horseneck Lane, Greenwich,
Connecticut 06830, Attention: Secretary; telephone number: (203) 862-4300.
Such reports and other information can also be reviewed through the
Commission's Electronic Data Gathering Analysis and Retrieval System which is
publicly available through the Commission's web site (HTTP:WWW.SEC.GOV).
-3-
<PAGE>
THE COMPANY
The Company was incorporated in Delaware on March 20, 1995. The principal
executive offices are located at 20 Horseneck Lane, Greenwich, Connecticut
06830, (203) 862-4300.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the shares of
Common Stock offered hereby. All proceeds will be received by the Selling
Stockholders.
SELLING STOCKHOLDERS
Under the Company's 1995 Long Term Incentive and Share Award Plan (the
"Long Term Incentive Plan"), there are available 1,700,000 shares of the Common
Stock for issuance to officers and directors of the Company or its subsidiaries,
and under the Company's 1995 Employee Stock Purchase Plan (together with the
Long Term Incentive Plan, the "Plans"), there are available 120,000 shares of
Common Stock for issuance to employees of the Company or its subsidiaries. The
shares of Common Stock to which this Prospectus relates are being registered for
reoffers and resales by Selling Stockholders who may acquire, or have acquired,
such shares pursuant to the Plans. The Selling Stockholders named below may
resell all, a portion, or none of the shares that they have acquired or may
acquire pursuant to the Plans. As a result, no estimate can be given as to the
amount of securities that will be held by the Selling Stockholders after
completion of sale of the shares of Common Stock offered hereby.
Participants under the Plans who are deemed affiliates of the Company who
acquire Common Stock under the Plans may be added to the Selling Stockholders
listed below from time to time, either by means of post-effective amendment to
the Registration Statement of which this Prospectus forms a part or by use of a
prospectus supplement filed pursuant to Rule 424 under the Securities Act. Non-
affiliates who have not been named as Selling Stockholders in the Prospectus and
who hold less than, the lesser of 1,000 shares or one percent (1%) of the shares
of Common Stock issuable under the respective Plan, may use this Prospectus for
reoffers and resales of Common Stock up to that amount without being named in
this Prospectus as a Selling Stockholder.
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<PAGE>
The following table sets forth certain information concerning the Selling
Stockholders as of November 28, 1996. Except as disclosed below, none
of such Selling Stockholders has, or within the past three years has had, any
position, office or other material relationship with the Company:
<TABLE>
<CAPTION>
MAXIMUM NUMBER OF
SHARES OWNED AND/OR
SHARES OWNED SUBJECT TO OUTSTANDING
POSITION WITH PRIOR TO OPTIONS WHICH MAY BE
NAME THE COMPANY OFFERING (1) OFFERED HEREBY (2)
- ---- ----------- ------------ ------------------
<S> <C> <C> <C>
Mark D. Mosca President, Director 146,900 (3) 120,000 (3)
Robert Clements Chairman, Director 177,553 (4)(5) 450 (5)
Peter A. Appel Managing Director,
General Counsel and
Secretary 30,000 (6) 30,000 (6)
Bonnie L. Boccitto Managing Director (7) 30,000 (6) 30,000 (6)
Paul J. Malvasio Managing Director, Chief
Financial Officer and
Treasurer 30,000 (6) 30,000 (6)
Richard D. Robinson Managing Director (7) 25,000 (8) 25,000 (8)
Debra M. O'Connor Senior Vice President,
Controller 9,000 (9)(10) 7,500 (9)
Charlene A. Heffernan Vice President, Operations 6,000 (9)(10) 5,000 (9)
Joseph N. King Vice President, Treaty 3,600 (9)(10) 3,000 (9)
Michael P. Esposito, Jr. Director 1,450 (5) 450 (5)
Allan W. Fulkerson Director 1,450 (5) 450 (5)
Lewis L. Glucksman Director 450 (5) 450 (5)
Ian R. Heap Director 2,950 (5) 450 (5)
Thomas V. A. Kelsey Director 100 (5) 100 (5)
Philip L. Wroughton Director 1,450 (5) 450 (5)
</TABLE>
- --------------------
(1) Under the terms of Rule 13d-3 under the Exchange Act, each Selling
Stockholder is deemed the beneficial owner of shares of Common Stock that
may be acquired within 60 days upon the exercise of outstanding options and
warrants.
(2) Does not constitute a commitment to sell any or all of the stated number of
shares of Common Stock. The number of shares offered shall be determined
from time to time by each Selling Stockholder at his or her discretion.
(3) Includes 80,000 shares of Common Stock subject to certain restrictions and
20,000 shares of Common Stock subject to immediately exercisable options.
Does not include options to purchase 154,000 shares of Common Stock subject
to vesting.
(4) The shares shown as beneficially owned by Robert Clements include (i)
immediately exercisable Class A warrants to purchase an aggregate of 80,000
shares of Common Stock and (ii) 89,603 shares beneficially owned by Taracay
Investors, a general partnership ("Taracay"), the general partners which
consist of Mr. Clements and members of his family. Mr. Clements is the
managing partner of Taracay.
-5-
<PAGE>
(5) Includes 450 shares of Common Stock (in the case of Mr. Kelsey, 100
shares) subject to options which are immediately exercisable or become
exercisable within 60 days. Does not include options to purchase 100
shares of Common Stock (in the case of Mr. Kelsey, 200 shares) subject to
vesting.
(6) Includes 20,000 shares of Common Stock subject to certain restrictions and
5,000 shares of Common Stock subject to options which are immediately
exercisable or become exercisable within 60 days. Does not include options
to purchase 59,500 shares of Common Stock subject to vesting.
(7) Ms. Boccitto is a Managing Director of the Company and a Managing Director
and Chief Underwriting Officer of Risk Capital Reinsurance Company ("Risk
Capital Reinsurance"), the Company's wholly owned operating subsidiary.
Mr. Robinson is a Managing Director of the Company and a Managing Director
and Chief Actuary of Risk Capital Reinsurance.
(8) Includes 25,000 shares of Common Stock subject to certain restrictions.
Does not include options to purchase 64,500 shares of Common Stock
subject to vesting.
(9) In the case of Ms. O'Connor, Ms. Heffernan and Mr. King, respectively,
includes (i) 5,000 (ii) 4,000 and (iii) 2,400 shares of Common Stock
subject to certain restrictions
(10) In the case of Ms. O'Connor, Ms. Heffernan and Mr. King, respectively,
includes (i) 1,500, (ii) 1,000 and (iii) 600 shares of Common Stock subject
to options which are immediately exercisable or become exercisable within
60 days.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell Common Stock in any of the following
ways: (i) through dealers, (ii) through agents or (iii) directly to one or more
purchasers. The distribution of the shares of Common Stock may be effected from
time to time in one or more transactions (which may involve crosses or block
transactions) (A) on any national stock exchanges on which the shares of Common
Stock may be traded from time to time in transactions which may include special
offerings, exchange distributions and/or secondary distributions pursuant to and
in accordance with the rules of such exchanges, (B) in the over-the-counter
market, or (C) in transactions other than on such exchanges or in the over-the-
counter market, or a combination of such transactions. Any such transaction may
be effected at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices or at fixed prices. The
Selling Stockholders may effect such transactions by selling shares of Common
Stock to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders and/or commissions from purchasers of shares of Common
Stock for whom they may act as agent. The Selling Stockholders and any broker-
dealers or agents that participate in the distribution of shares of Common Stock
by them might be deemed to be underwriters, and any discounts, commissions or
concessions received by any such broker-dealers or agents might be deemed to be
underwriting discounts and commissions, under the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission and are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
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<PAGE>
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996.
(iii) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on July 18, 1995 pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Prospectus, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Prospectus and to be part
hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Cahill Gordon & Reindel (a partnership including a professional
corporation), New York, New York.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated herein by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 have been audited by Price
Waterhouse LLP, independent accountants, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware (the "GCL"), which provides for indemnification of directors,
officers and other employees in certain circumstances, and to Section 102(b)(7)
of the GCL, which provides for the elimination or limitation of the personal
liability for monetary damages of directors under certain circumstances.
Article Eight of the Amended and Restated Certificate of Incorporation of the
Company eliminates the personal liability for monetary damages of directors
under certain circumstances and provides indemnification to directors and
officers of the Company to the fullest extent permitted by the GCL. Among other
things, these provisions provide indemnification for officers and directors
against liabilities for judgments in and settlements of lawsuits and other
proceedings and for the advancement and payment of fees and expenses reasonably
incurred by the director or officer in defense of any such lawsuit or
proceeding. Article Seven of the Amended and Restated Bylaws provides
indemnification to employees of the Company to the fullest extent permitted by
the GCL. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. The Company
believes that the limitation of liability provisions in the Amended and Restated
Certificate of Incorporation will facilitate the Company's ability to continue
to attract and retain qualified individuals to serve as officers and directors
of the Company.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the information required by
Part I is not required to be filed with the Securities and Exchange Commission
(the "Commission").
Risk Capital Holdings, Inc. (the "Company") will provide without charge to
each person to whom a copy of a Section 10(a) Prospectus hereunder is delivered,
upon the oral or written request of such person, a copy of any document
incorporated in this Registration Statement by reference, except exhibits to
such documents. Requests for such information should be directed to the
Company, 20 Horseneck Lane, Greenwich, CT 06830, Attention: Secretary;
telephone number: (203) 862-4300.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below have been filed by the Company with the
Commission and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996.
(c) The description of the common stock, par value $.01 per share, of
the Company (the "Common Stock") contained in the Company's Registration
Statement on Form 8-A filed on July 18, 1995 pursuant to Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Any statement contained herein or 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 that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware (the "GCL"), which provides for indemnification of directors,
officers and other employees in certain circumstances, and to Section 102(b)(7)
of the GCL, which provides for the elimination or limitation of the personal
liability for monetary damages of directors under certain circumstances.
Article Eight of the Amended and Restated Certificate of Incorporation of the
Company eliminates the personal liability for monetary damages of directors
under certain circumstances and provides indemnification to directors and
officers of the Company to the fullest extent permitted by the GCL. Among other
things, these provisions provide indemnification for officers and directors
against liabilities for judgments in and settlements of lawsuits and other
proceedings and for the advancement and payment of fees and expenses reasonably
incurred by the director or officer in defense of any such lawsuit or
proceeding. Article Seven of the Amended and Restated Bylaws provides
indemnification to employees of the Company to the fullest extent permitted by
the GCL.
II-1
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to directors, officers
or persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. The Company believes that the limitation of
liability provisions in the Amended and Restated Certificate of Incorporation
will facilitate the Company's ability to continue to attract and retain
qualified individuals to serve as officers and directors of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
190,500 shares of Common Stock previously issued under the Company's 1995
Long Term Incentive and Share Award Plan to participants listed as Selling
Stockholders in the Prospectus contained in this Registration Statement were
awarded either in transactions not involving a sale or in reliance upon the
exemption from the registration provisions of the Securities Act set forth in
Section 4(2) thereof.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
3.1 Amended and Restated Certificate of Incorporation of Risk Capital
Holdings, Inc. (a)
3.2 Amended and Restated Bylaws of Risk Capital Holdings, Inc. (b)
4.1 Specimen Common Stock Certificate (a)
4.2.1 Class A Common Stock Purchase Warrants issued to Marsh & McLennan Risk
Capital Holdings, Ltd. (b)
4.2.2 Class A Common Stock Purchase Warrants issued to The Trident
Partnership, L.P. (b)
4.2.3 Class A Common Stock Purchase Warrants issued to Taracay Investors (b)
4.3 Class B Common Stock Purchase Warrants issued to Marsh & McLennan Risk
Capital Holdings, Ltd. (b)
5 Opinion of Cahill Gordon & Reindel regarding the legality of the
securities (c)
99.1 Risk Capital Holdings, Inc. 1995 Long Term Incentive and Share Award
Plan (b)
99.2 Risk Capital Holdings, Inc. 1995 Employee Stock Purchase Plan (c)
23.1 Consent of Cahill Gordon & Reindel
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney (c)
(a) Incorporated by reference to Amendment No. 3 to the Company's Registration
Statement on Form S-1 (No. 33-94184), as filed with the Commission on
August 11, 1995.
(b) Incorporated by reference to the Company's Annual Report on Form 10-K, as
filed with the Commission on March 30, 1996.
(c) Incorporated by reference to the Company's Registration Statement on Form
S-8 (No. 33-99974), as filed with the Commission on December 4, 1995.
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:
II-2
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if 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 Exchange Act that are incorporated by
reference in this 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 which remain unsold at the termination of the
offering.
(4) That for the 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 Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.
(5) 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 foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment No. 1 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on
December 26, 1996.
RISK CAPITAL HOLDINGS, INC.
By: /s/ Mark D. Mosca
-----------------------------------
Name: Mark D. Mosca
Title: President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ Mark D. Mosca President, Director December 26, 1996
- ---------------------------- (Principal Executive
Mark D. Mosca Officer)
/s/ Paul J. Malvasio Managing Director, December 26, 1996
- ---------------------------- Chief Financial
Paul J. Malvasio Officer and Treasurer
(Principal Financial and
Accounting Officer)
* Chairman, Director December 26, 1996
- ----------------------------
Robert Clements
* Director December 26, 1996
- ----------------------------
Michael P. Esposito, Jr.
* Director December 26, 1996
- ----------------------------
Allan W. Fulkerson
* Director December 26, 1996
- ----------------------------
Lewis L. Glucksman
S-1
<PAGE>
* Director December 26, 1996
- ----------------------------
Ian R. Heap
Director December 26, 1996
- ----------------------------
Thomas V. A. Kelsey
Director December 26, 1996
- ----------------------------
Mark N. Williamson
Director December 26, 1996
- ----------------------------
Philip L. Wroughton
*By: /s/ Mark D. Mosca
----------------------
Mark D. Mosca
Attorney-in-Fact
S-2
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
3.1 Amended and Restated Certificate of Incorporation of Risk Capital
Holdings, Inc. (a)
3.2 Amended and Restated Bylaws of Risk Capital Holdings, Inc. (b)
4.1 Specimen Common Stock Certificate (a)
4.2.1 Class A Common Stock Purchase Warrants issued to Marsh & McLennan Risk
Capital Holdings, Ltd. (b)
4.2.2 Class A Common Stock Purchase Warrants issued to The Trident
Partnership, L.P. (b)
4.2.3 Class A Common Stock Purchase Warrants issued to Taracay Investors (b)
4.3 Class B Common Stock Purchase Warrants issued to Marsh & McLennan Risk
Capital Holdings, Ltd. (b)
5 Opinion of Cahill Gordon & Reindel regarding the legality of the
securities (c)
99.1 Risk Capital Holdings, Inc. 1995 Long Term Incentive and Share Award
Plan (b)
99.2 Risk Capital Holdings, Inc. 1995 Employee Stock Purchase Plan (c)
23.1 Consent of Cahill Gordon & Reindel
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney (c)
- ---------------
(a) Incorporated by reference to Amendment No. 3 to the Company's Registration
Statement on Form S-1 (No. 33-94184), as filed with the Commission on
August 11, 1995.
(b) Incorporated by reference to the Company's Annual Report on Form 10-K, as
filed with the Commission on March 30, 1996.
(c) Incorporated by reference to the Company's Registration Statement on Form
S-8 (No. 33-99974), as filed with the Commission on December 4, 1995.
<PAGE>
EXHIBIT 23.1
[Letterhead of Cahill Gordon & Reindel]
December 26, 1996
Risk Capital Holdings, Inc.
20 Horseneck Lane
Greenwich, Connecticut 06830
Re: Risk Capital Holdings, Inc.
Form S-8 Registration Statement
-------------------------------
Ladies and Gentlemen:
We have examined a copy of the registration statement on Form S-8 (the
"Registration Statement") filed by Risk Capital Holdings, Inc. (the "Company")
with the Securities and Exchange Commission relating to the registration
pursuant to the provisions of the Securities Act of 1933, as amended (the
"Act"), of 1,700,000 shares of common stock, $.01 par value (the "Common
Stock"), of the Company, which are issuable pursuant to awards or stock options
granted and to be granted pursuant to the 1995 Long Term Incentive and Share
Award Plan and 120,000 shares of Common Stock issuable pursuant to the 1995
Employee Stock Purchase Plan of the Company.
We hereby consent to the filing of our opinion, dated December 1,
1995, with the Commission as an exhibit to the Registration Statement and any
post-effective amendments thereto. In giving such consent, we do not thereby
admit that we are within the category of persons whose consent is required by
Section 7 of the Act and the rules and regulations thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel
<PAGE>
EXHIBIT 23.2
[Letterhead of Price Waterhouse LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Risk Capital Holdings, Inc.
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Registration No. 33-99974) of Risk Capital Holdings, Inc.
of our report dated February 15, 1996 appearing on page F-2 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1995. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, also dated February 15, 1996, which appears on page S-1 of
the Company's Annual Report on Form 10-K for the year ended December 31, 1995.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ Price Waterhouse LLP
New York, NY
December 23, 1996
