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)
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Bermuda
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98-0395986
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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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:
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Conrad D. Brooks, Esq.
General Counsel
AXIS
Capital Holdings Limited
92 Pitts Bay Road
Pembroke HM 08
Bermuda
Telephone: (441) 496-2600
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Lesley Peng, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New
York, New York 10017-3954
Telephone: (212) 455-2000
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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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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Title of securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering
price
per share(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee
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Common shares, par value $0.0125 per share
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1,600,000 shares
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$57.15
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$91,440,000
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$9,976.10
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(1)
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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.
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(2)
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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.
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