REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLAGSTONE REINSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
BERMUDA
(State or other jurisdiction of 98-0481623
incorporation or organization) (I.R.S. Employer Identification No.)
CRAWFORD HOUSE
23 CHURCH STREET
HAMILTON HM 11, BERMUDA
(Address of Principal Executive Offices)
FLAGSTONE REINSURANCE HOLDINGS LIMITED PERFORMANCE SHARE UNIT PLAN, AS AMENDED
AMENDED AND RESTATED FLAGSTONE REINSURANCE HOLDINGS LIMITED EMPLOYEE
RESTRICTED SHARE UNIT PLAN
(Full title of the plans)
CT CORPORATION SYSTEM
111 EIGHTH AVENUE, 13TH FLOOR
NEW YORK, NEW YORK 10011
(212) 590-9331
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
ROBERT A. MCTAMANEY
CARTER LEDYARD & MILBURN LLP
2 WALL STREET
NEW YORK, NEW YORK 10005-2072
(212) 732-3200
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING MAXIMUM AGGREGATE REGISTRATION
REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
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Common shares, par value $.01 5,600,000 shares (1) $13.26(3) $74,256,000(3) $2,279.66
each
Common shares, par value $.01
each 400,000 shares (2) $13.26(3) $ 5,304,000(3) $ 162.84
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TOTAL 6,000,000 shares (1)(2) $13.26(3) $79,560,000(3) $2,442.50
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(1) Represents the authorized number of common shares reserved for issuance
under the Flagstone Reinsurance Holdings Limited Performance Share Unit
Plan, as amended (the "PSU Plan"). In addition, this Registration Statement
covers an indeterminable number of additional shares as may hereafter be
offered or issued, pursuant to the PSU Plan, to prevent dilution resulting
from stock splits, stock dividends or similar transactions effected without
receipt of consideration.
(2) Represents the estimated maximum number of common shares that may be issued
or reserved for issuance through December 31, 2007 under the Amended and
Restated Flagstone Reinsurance Holdings Limited Employee Restricted Share
Unit Plan (the "RSU Plan"). In addition, this Registration Statement covers
an indeterminable number of additional shares as may hereafter be offered
or issued, pursuant to the RSU Plan, to prevent dilution resulting from
stock splits, stock dividends or similar transactions effected without
receipt of consideration.
(3) Calculated pursuant to Rule 457 (c) and (h) upon the basis of the average
of the high and low prices ($13.11 and $13.41) of a common share as
reported by the New York Stock Exchange composite transactions on September
28, 2007.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON
FILING AS PROVIDED IN RULE 462(A) UNDER THE SECURITIES ACT OF 1933.
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PART I
All information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act") and
the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed with the U.S. Securities and Exchange
Commission by Flagstone Reinsurance Holdings Limited (the "Company"), are
incorporated by reference into this Registration Statement:
o the Company's Prospectus filed pursuant to Rule 424(b)(4)
(Registration No. 333-138182) on March 30, 2007, pursuant
to the Securities Act;
o the Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2007 and June 30, 2007;
o the Company's Current Reports on Form 8-K dated on the front
covers June 8, 2007, June 15, 2007, June 28, 2007 and
September 5, 2007; and
o the description of the Company's common shares which appears
in its Registration Statement on Form 8-A dated March 14, 2007
for the registration of the common shares under Section 12(b)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
In addition, all documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold, or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in and made a part of this Registration Statement from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required for the common shares, which are registered under
Section 12(b) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Bermuda exempted company. Section 98 of the Bermuda
Companies Act 1981, as amended, (the "Companies Act") provides generally that a
Bermuda company may indemnify its directors, officers and auditors against any
liability which by virtue of any rule of law would otherwise be imposed on them
in respect of any negligence, default, breach of duty or breach of trust, except
in cases where such liability arises from fraud or dishonesty of which such
director, officer or auditor may be guilty in relation to the company. Section
98 further provides that a Bermuda company may indemnify its directors, officers
and auditors against any liability incurred by them in defending any
proceedings, whether civil or criminal, in which judgment is awarded in their
favor or in which they are acquitted or granted relief by the Supreme Court of
Bermuda pursuant to section 281 of the Companies Act.
The Company has adopted provisions in its Bye-laws that provide that it
shall indemnify the officers and directors in respect of their actions and
omissions, except in respect of their fraud or dishonesty. The Company's
Bye-laws provide that the shareholders waive all claims or rights of action that
they might have, individually or in right of the company, against any of the
Company's directors or officers for any act or failure to act in the performance
of such director's or officer's duties, except in respect of any fraud or
dishonesty of such director or officer. Section 98A of the Companies Act permits
the Company to purchase and maintain insurance for the benefit of any officer or
director in respect of any loss or liability attaching to him in respect of any
negligence, default, breach of duty or breach of trust, whether or not the
Company may otherwise indemnify such officer or director. The Company has
purchased and maintains a directors' and officers' liability policy for such a
purpose.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 - Memorandum of Association (incorporated herein by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1
(File No. 333-138182) (the "Form S-1"))
4.2 - Amended and Restated Bye-laws (incorporated herein by reference
to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2007)
5.1 - Opinion of Attride-Stirling & Woloniecki
23.1 - Consent of Deloitte & Touche, an independent registered public
accounting firm
23.2 - Consent of Attride-Stirling & Woloniecki (included in
Exhibit 5.1)
24 - Powers of Attorney (included in the signature page of
this Registration Statement)
99.1 - Flagstone Reinsurance Holdings Limited Performance Share
Unit Plan (incorporated herein by reference to Exhibit 10.3
to the Company's Registration Statement on Form S-1 (File
No. 333-138182))
99.2 - Flagstone Reinsurance Holdings Limited Employee Restricted
Share Unit Plan (incorporated herein by reference to Exhibit
10.4 to the Company's Registration Statement on Form S-1
(File No. 333-138182))
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to the 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 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
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previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by
the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(b) 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.
(c) 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.
2. The undersigned registrant hereby undertakes 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 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.
3. 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.
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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 under-signed, thereunto duly
authorized, in Hamilton, Bermuda on the 1st day of October, 2007.
FLAGSTONE REINSURANCE HOLDINGS LIMITED
By: /s/James O'Shaughnessy
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Name: James O'Shaughnessy
Title: Chief Financial Officer
POWER OF ATTORNEY
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates stated. Each person whose signature appears
below constitutes and appoints Mark J. Byrne and David A. Brown, and each of
them severally, as his or her true and lawful attorney-in-fact and agent, each
acting alone with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) and exhibits to the
Registration Statement on Form S-8, and to any registration statement filed
under Commission Rule 462, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Commission or any other
regulatory authority, granting unto said 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, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her 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 and the above power of attorney have been signed below by
the following persons in the capacities indicated on October 1, 2007.
Signature Title
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/s/ Mark J. Byrne
----------------- Executive Chairman and Director
Mark J. Byrne
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/s/ David A. Brown
------------------ Director and
David A. Brown Chief Executive Officer (Principal
Executive Officer)
/s/ James O'Shaughnessy
----------------------- Chief Financial Officer (Principal
James O'Shaughnessy Financial Officer and Principal
Accounting Officer)
/s/ Gary Black
-------------- Director
Gary Black
/s/ Stephen Coley
----------------- Director
Stephen Coley
/s/ Thomas Dickson
------------------ Director
Thomas Dickson
/s/ Stewart Gross
----------------- Director
Stewart Gross
/s/ E. Daniel James
------------------- Director
E. Daniel James
/s/ Tony Knap
------------- Director
Tony Knap
/s/ Marc Roston
--------------- Director
Marc Roston
/s/ Jan Spiering
---------------- Director
Jan Spiering
/s/ Wray T. Thorn
----------------- Director
Wray T. Thorn
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
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Name: Donald J. Puglisi Authorized Representative in the
Title: Managing Director United States
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 - Memorandum of Association (incorporated herein by reference
to Exhibit 3.1 to the Company's Registration Statement on
Form S-1 (File No. 333-138182) (the "Form S-1"))
4.2 - Amended and Restated Bye-laws (incorporated herein by
reference to Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2007)
5.1 - Opinion of Attride-Stirling & Woloniecki
23.1 - Consent of Deloitte & Touche, an independent registered
public accounting firm
23.2 - Consent of Attride-Stirling & Woloniecki (included in
Exhibit 5.1)
24 - Powers of Attorney (included in the signature page of this
Registration Statement)
99.1 - Flagstone Reinsurance Holdings Limited Performance Share
Unit Plan (incorporated herein by reference to Exhibit 10.3
to the Company's Registration Statement on Form S-1 (File
No. 333-138182))
99.2 - Flagstone Reinsurance Holdings Limited Employee Restricted
Share Unit Plan (incorporated herein by reference to Exhibit
10.4 to the Company's Registration Statement on Form S-1
(File No. 333-138182))
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