As filed with the Securities and Exchange Commission on May 11, 2021

Registration No. 333-                

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AXIS CAPITAL HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda   98-0395986

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

92 Pitts Bay Road

Pembroke HM 08

Bermuda

(Address, including zip code, of principal executive offices)

AXIS Capital Holdings Limited Amended and Restated 2017 Long-Term Equity Compensation Plan

(Full title of the plan)

CT Corporation System

111 Eighth Avenue, 13th Floor

New York, New York 10011

Telephone: (212) 894-8940

(Name, address and telephone number, including area code, of agent for service of process)

 

 

Copies of all communications to:

 

Conrad D. Brooks, Esq.

General Counsel

AXIS Capital Holdings Limited

92 Pitts Bay Road

Pembroke HM 08

Bermuda

Telephone: (441) 496-2600

 

Lesley Peng, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

Telephone: (212) 455-2000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities

to be registered

 

Amount

to be

registered(1)

 

Proposed

maximum

offering price

per share(2)

 

Proposed

maximum

aggregate

offering price(2)

 

Amount of

registration fee

Common shares, par value $0.0125 per share

  1,600,000 shares   $57.15   $91,440,000   $9,976.10

 

 

(1)

Covers common shares, par value $0.0125 per share, of AXIS Capital Holdings Limited (“Common Shares”) under the AXIS Capital Holdings Limited Amended and Restated 2017 Long-Term Equity Compensation Plan (the “Amended and Restated Plan”), which was amended and restated on May 7, 2021. For additional information, see explanatory note below. In addition to the Common Shares set forth in the table above, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional Common Shares that may become issuable under the Amended and Restated Plan in the event of share dividends, share splits, reverse share splits or similar transactions.

(2)

Calculated pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act based on a price of $57.15 per Common Share, which is the average of the high and low price per Common Share as reported by The New York Stock Exchange on May 5, 2021.

 

 

 


EXPLANATORY NOTE

On May 7, 2021, at the annual general meeting of shareholders of AXIS Capital Holdings Limited (the “Company”), the Company’s shareholders approved the AXIS Capital Holdings Limited Amended and Restated 2017 Long-Term Equity Compensation Plan (the “Amended and Restated Plan” and, prior to such amendment and restatement, the “Plan”). Among other things, the Amended and Restated Plan provides that the number of Common Shares which may be granted under the Amended and Restated Plan shall be increased by 1,600,000 in addition to the 3,400,000 Common Shares which were previously authorized for issuance under the Plan.

This Registration Statement on Form S-8 (the “Registration Statement”) relates to the additional 1,600,000 Common Shares authorized for issuance under the Amended and Restated Plan.

Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 with respect to the Plan, filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 8, 2017 (File No. 333-217786), are hereby incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statement are modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The following documents filed with the Commission by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:

 

  (i)

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the Commission on February 26, 2021; and

 

  (ii)

the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021;

 

  (iii)

the Company’s Current Reports on Form 8-K filed with the Commission on February  25, 2021, April  6, 2021 and May 11, 2021.

 

  (iv)

the description of the Common Stock contained in Exhibit 4.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the Commission on February 26, 2021, and any amendment or report filed for the purpose of updating such description.

All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement (except for any portions of the Company’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission) and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into 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 or 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 8.

Exhibits.

The following exhibits are filed or incorporated by reference as part of this Registration Statement:

 

Exhibit
Number

  

Description of Document

  4.1    Certificate of Incorporation and Memorandum of Association of AXIS Capital Holdings Limited (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 1) (File No. 333-103620) filed with the Commission on April 16, 2003).
  4.2    Amended and Restated Bye-laws of AXIS Capital Holdings Limited (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No. 333-159275) filed with the Commission on May 15, 2009).
  4.3    Specimen Common Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) (File No. 333-103620), filed with the Commission on June 10, 2003).
  4.4    AXIS Capital Holdings Limited Amended and Restated 2017 Long-Term Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2021).
  5.1*    Opinion of Conyers Dill & Pearman Limited.
23.1*    Consent of Deloitte Ltd.
23.2*    Consent of Conyers Dill & Pearman Limited (included as part of Exhibit 5.1).
24.1*    Power of Attorney (included on the signature pages to this Registration Statement).

 

*

Filed herewith.


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 the City of Pembroke, Bermuda on May 11, 2021.

 

AXIS CAPITAL HOLDINGS LIMITED
By:  

/s/ Albert A. Benchimol

  Name:   Albert A. Benchimol
  Title:   President and Chief Executive Officer
  (Principal Executive Officer)

POWER OF ATTORNEY

Each of the registrant and each director or officer of the registrant whose individual signature appears below hereby appoints Albert A. Benchimol, Conrad D. Brooks and G. Christina Gray-Trefry and each of them, any of whom may act without the joinder of the others, as the true and lawful attorney-in-fact and agent of the undersigned, in any and all capacities, with full power of substitution, to sign any and all amendments to this Registration Statement (including post-effective amendments), and, in connection with any registration of additional securities, to sign any abbreviated registration statement and any and all amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or 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 and power of attorney has been signed by the following persons in the capacities indicated below on May 11, 2021.

 

Signature       Title

/s/ Albert A. Benchimol

Albert A. Benchimol

   

President and Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Peter Vogt

Peter Vogt

   

Chief Financial Officer

(Principal Financial Officer)

/s/ Kent Ziegler

Kent Ziegler

   

Global Corporate Controller

(Principal Accounting Officer)

/s/ W. Marston Becker

W. Marston Becker

    Director

/s/ Charles A. Davis

Charles A. Davis

    Director

/s/ Anne Melissa Dowling

Anne Melissa Dowling

    Director

/s/ Elanor R. Hardwick

Elanor R. Hardwick

    Director


/s/ Michael Millegan

Michael Millegan

    Director

/s/ Thomas C. Ramey

Thomas C. Ramey

    Director

/s/ Henry B. Smith

Henry B. Smith

    Director

/s/ Axel Theis

Axel Theis

    Director

/s/ Barbara A. Yastine

Barbara A. Yastine

    Director

/s/ Lizabeth H. Zlatkus

Lizabeth H. Zlatkus

    Director

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of AXIS Capital Holdings Limited in the State of Georgia on this 11th day of May 2021.

 

By:  

/s/ Conrad D. Brooks

  Name:   Conrad D. Brooks
  Title:   General Counsel
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