As filed with the Securities and Exchange
Commission on April 2, 2003
Registration No. 333-[ ]
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLATINUM UNDERWRITERS HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
BERMUDA NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
THE BELVEDERE BUILDING
PITTS BAY ROAD
PEMBROKE HM-02 BERMUDA
(Address of Principal Executive Offices) (Zip Code)
PLATINUM UNDERWRITERS HOLDINGS, LTD. 2002 SHARE INCENTIVE PLAN
PLATINUM UNDERWRITERS HOLDINGS, LTD. CAPITAL ACCUMULATION PLAN
PLATINUM UNDERWRITERS HOLDINGS, LTD. SHARE UNIT PLAN FOR NONEMPLOYEE DIRECTORS
(Full Title of the Plans)
CT CORPORATION SYSTEM
111 EIGHTH AVENUE
NEW YORK, NEW YORK 10011
(800) 624-0909
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
---------------- ---------- --------- -------------- ----------------
Common Shares, par
value $0.01 per
share(1) 6,000,000(2) $24.04(3) $144,240,000(3) $11,669.02
----------- -------- -------------- ----------
Common Shares, par
value $0.01 per
share(1) 150,000(4) $24.04(3) $3,606,000(3) $291.73
----------- -------- -------------- ----------
1 In addition, this registration statement also covers an indeterminate
number of additional Common Shares pursuant to the anti-dilution
provisions of the plans listed above.
2 Up to 6,000,000 shares of the Company's Common Stock in the aggregate may
be issued under the Platinum Underwriters Holdings, Ltd. 2002 Share
Incentive Plan and the Platinum Underwriters Holdings, Ltd. Capital
Accumulation Plan pursuant to the terms of such plans.
3 Pursuant to Rule 457(h), these prices are estimated solely for the purpose
of calculating the registration fee and are based upon the average of the
high and low sales prices of the Company's Common Shares on the New York
Stock Exchange on March 27, 2003.
4 Up to 150,000 shares of the Company's Common Stock in the aggregate may be
issued under the Platinum Underwriters Holdings, Ltd. Share Unit Plan for
Nonemployee Directors.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (this "Registration Statement") will be sent or given
to participants in the plans listed on the cover of the Registration Statement
as specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). Such document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Platinum
Underwriters Holdings, Ltd. (the "Company") are incorporated herein by reference
and made a part hereof:
- The Company's annual report on Form 10-K filed with the Commission
on March 31, 2003 for the year ended December 31, 2002; and
- Description of the Company's Common Shares contained in the
Company's registration statement on Form 8-A, File No. 02663027,
filed with the Commission on May 28, 2002, including any further
amendments or reports filed for the purpose of updating such
description.
All documents subsequently 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"), 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 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 that
also is or is deemed to be incorporated by reference herein or therein) modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Bermuda company. Set forth below is a description of
certain provisions of the Companies Act of 1981 of Bermuda, as amended (the
"Companies Act"), and the Company's Restated Bye-Laws, as presently in effect
(the "Bye-Laws"), as such provisions relate to the indemnification of directors
and officers of the Company. This description is intended only as a summary and
is qualified in its entirety by reference to the applicable provisions of the
Companies Act and the Bye-Laws (incorporated herein by reference as Exhibit 4.5
to this Registration Statement).
Section 98 of the Companies Act provides generally that a Bermuda company
may indemnify its directors and officers against any liability which by virtue
of Bermuda law otherwise would be imposed on them, except in cases where such
liability arises from the fraud or dishonesty of which such director or officer
may be guilty in relation to the company. Section 98 further and provides that a
Bermuda company may indemnify its directors and officers against any liability
incurred by them in defending any proceeding, whether civil or criminal, in
which judgment is awarded in their favor or in which they are acquitted if
granted relief by the Supreme Court of Bermuda in certain proceedings arising
under Section 281 of the Companies Act.
The Company has adopted provisions in its Bye-Laws that provide that the
Company shall indemnify its officers and directors to the maximum extent
permitted under the Companies Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
------ -----------
4.1 - Platinum Underwriters Holdings, Ltd. 2002 Share Incentive Plan
(incorporated by reference to Exhibit 10.2 of the Company's
Annual Report on Form 10-K filed with the Commission on March 31,
2003 for the year ended December 31, 2002, File No. 001-31341).
4.2 - Platinum Underwriters Holdings, Ltd. Capital Accumulation Plan
(incorporated by reference to Exhibit 10.3 of the Company's
Annual Report on Form 10-K filed with the Commission on March 31,
2003 for the year ended December 31, 2002, File No. 001-31341).
4.3 - Platinum Underwriters Holdings, Ltd. Share Unit Plan for
Nonemployee Directors (incorporated by reference to Exhibit 10.1
of the Company's Annual Report on Form 10-K filed with the
Commission on March 31, 2003 for the year ended December 31,
2002, File No. 001-31341).
4.4 - Memorandum of Association of the Company (incorporated by
reference to Exhibit 3.1 of the Company's Registration Statement
on Form S-1, as amended, File No. 333-86906).
4.5 - Form of Restated Bye-Laws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Registration Statement
on Form S-1, as amended, File No. 333-86906).
4.6 - Form of Certificate of the Common Shares, par value $0.01 per
share of the Company (incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form S-1, as amended,
File No. 333-86906).
5.1 - Opinion of Conyers, Dill & Pearman.
23.1 - Consents of KPMG LLP.
23.2 - Consent of Opinion of Conyers, Dill & Pearman (included in
Exhibit 5.1 hereto).
24.1 - Power of Attorney of the officers and directors who
signed this Registration Statement (included on Signature
Page).
ITEM 9. UNDERTAKINGS
(a) The undersigned 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;
(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
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aggregate, represent a fundamental change in the information set
forth in this 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 this
effective 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 (a)(1)(i) and (a)(1)(ii) do not apply if this
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 Commission by the
registrant 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant'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 this 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.
(c) 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 indemnification provisions summarized in Item 6
or otherwise, the registrant 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
registrant of expenses incurred or paid by the director, officer or controlling
person of the registrant 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.
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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 Southampton, Bermuda on this 2nd day of April 2003.
PLATINUM UNDERWRITERS HOLDINGS, LTD.
By: /s/ Jerome T. Fadden
----------------------------------------------
Name: Jerome T. Fadden
Title:President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jerome T. Fadden and Michael E.
Lombardozzi, and each of them severally, his true and lawful attorney-in-fact
with power of substitution and resubstitution to sign in his name, place and
stead, in any and all capacities, to do any and all things and execute any and
all instruments that such attorney may deem necessary or advisable under the
Securities Act of 1933, the Securities Exchange Act of 1934, and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"Commission") in connection with this Form S-8 Registration Statement (this
"Registration Statement") of Platinum Underwriters Holdings, Ltd. (the
"Registrant"), including specifically, but without limiting the generality of
the foregoing, the power and authority to sign his name in his respective
capacity as a member of the Board of Directors or officer of the Registrant, to
this Registration Statement and/or such other form or forms as may be
appropriate to be filed with the Commission as any of them may deem appropriate
in respect of the Common Shares of the Registrant, to any and all amendments
thereto (including post-effective amendments), to any related Rule 462(b)
Registration Statement and to any other documents filed with the Commission, as
fully for all intents and purposes as he might or could do in person, and hereby
ratifies and confirms all said attorneys-in-fact and agents, each acting alone,
and his 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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ Steven H. Newman Chairman of the Board of April 2, 2003
----------------------- Directors
Steven H. Newman
/s/ Jerome T. Fadden President, Chief Executive April 2, 2003
----------------------- Officer, and Director
Jerome T. Fadden
/s/ William A. Robbie Executive Vice President, April 2, 2003
----------------------- Chief Financial Officer
William A. Robbie and Principal
Accounting Officer
/s/ H. Furlong Baldwin Director April 2, 2003
------------------------
H. Furlong Baldwin
/s/ Jonathan F. Bank Director April 2, 2003
-----------------------
Jonathan F. Bank
/s/ Dan R. Carmichael Director April 2, 2003
-----------------------
Dan R. Carmichael
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Signature Title Date
--------- ----- ----
Director April 2, 2003
---------------------
Jay S. Fishman
/s/ Peter T. Pruitt Director April 2, 2003
-----------------------
Peter T. Pruitt
/s/ Donald Puglisi Authorized Representative April 2, 2003
---------------------- in the United States
Donald Puglisi
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EXHIBIT INDEX
Exhibit
Number Description
4.1 - Platinum Underwriters Holdings, Ltd. 2002 Share Incentive Plan
(incorporated by reference to Exhibit 10.2 of the Company's
Annual Report on Form 10-K filed with the Commission on March 31,
2003 for the year ended December 31, 2002, File No. 001-31341).
4.2 - Platinum Underwriters Holdings, Ltd. Capital Accumulation Plan
(incorporated by reference to Exhibit 10.3 of the Company's
Annual Report on Form 10-K filed with the Commission on March 31,
2003 for the year ended December 31, 2002, File No. 001-31341).
4.3 - Platinum Underwriters Holdings, Ltd. Share Unit Plan for
Nonemployee Directors (incorporated by reference to Exhibit 10.1
of the Company's Annual Report on Form 10-K filed with the
Commission on March 31, 2003 for the year ended December 31,
2002, File No. 001-31341).
4.4 - Memorandum of Association of the Company (incorporated by
reference to Exhibit 3.1 of the Company's Registration Statement
on Form S-1, as amended, File No. 333-86906).
4.5 - Form of Restated Bye-Laws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Registration Statement
on Form S-1, as amended, File No. 333-86906).
4.6 - Form of Certificate of the Common Shares, par value $0.01 per
share of the Company (incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form S-1, as amended,
File No. 333-86906).
5.1 - Opinion of Conyers, Dill & Pearman.
23.1 - Consents of KPMG LLP.
23.2 - Consent of Opinion of Conyers, Dill & Pearman (included in
Exhibit 5.1 hereto).
24.1 - Power of Attorney of the officers and directors who
signed this Registration Statement (included on Signature
Page).
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