S-8

As filed with the Securities and Exchange Commission on May 9, 2023

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

Bermuda HM 08

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

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

(Full title of the plan)

C T Corporation System

28 Liberty Street

New York, New York 10005

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	x	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. ¨

EXPLANATORY NOTE

On May 4, 2023, at the annual general meeting of shareholders of AXIS Capital Holdings Limited (the “Company”), the Company’s shareholders approved the AXIS Capital Holdings Limited Second Amended and Restated 2017 Long-Term Equity Compensation Plan (the “Second Amended and Restated Plan” and, prior to such amendment and restatement, the “Plan”). Among other things, the Second Amended and Restated Plan provides that the number of Common Shares which may be granted under the Second Amended and Restated Plan shall be increased by 1,125,000 in addition to the 5,000,000 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 1,125,000 Common Shares authorized for issuance under the Second Amended and Restated Plan.

Pursuant to General Instruction E to Form S-8, the contents of the Registration Statements on Form S-8 with respect to the Plan, filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 11, 2021 (File No. 333-256010) and May 8, 2017 (File No. 333-217786), including any amendments thereto or filings incorporated therein, are hereby incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statements 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, 2022 filed with the Commission on February 27, 2023;
(ii)	the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 filed with the Commission on April 26, 2023;
(iii)	the Company’s Current Reports on Form 8-K filed with the Commission on May 8, 2023 and April 4, 2023 and the Company’s Current Report on Form 8-K/As filed with the Commission on January 27, 2023 and April 14, 2023; and
(iv)	the description of the Common Stock contained in Exhibit 4.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on February 27, 2023, 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 Second 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 8, 2023).
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).
107.1*	Filing Fees.

* 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 9, 2023.

AXIS CAPITAL HOLDINGS LIMITED
By:	/s/ Vincent Tizzio
	Name: Vincent Tizzio
	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 Vincent Tizzio, 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 9, 2023.

Signature	Title
/s/ Vincent Tizzio	President, Chief Executive Officer and Director
Vincent Tizzio	(Principal Executive Officer)
/s/ Peter Vogt	Chief Financial Officer
Peter Vogt	(Principal Financial Officer)
/s/ Kent Ziegler	Global Corporate Controller
Kent Ziegler	(Principal Accounting Officer)
/s/ W. Marston Becker	Director
W. Marston Becker
/s/ Charles A. Davis	Director
Charles A. Davis
/s/ Anne Melissa Dowling	Director
Anne Melissa Dowling
/s/ Elanor R. Hardwick	Director
Elanor R. Hardwick
/s/ Michael Millegan	Director
Michael Millegan
/s/ Thomas C. Ramey	Director
Thomas C. Ramey
/s/ Henry B. Smith	Director
Henry B. Smith
/s/ Axel Theis	Director
Axel Theis
/s/ Barbara A. Yastine	Director
Barbara A. Yastine
/s/ Lizabeth H. Zlatkus	Director
Lizabeth H. Zlatkus

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 9th day of May 2023.

By:	/s/ Conrad D. Brooks
	Name: Conrad D. Brooks
	Title: General Counsel

EX-5.1

Exhibit 5.1

CONYERS DILL & PEARMAN LIMITED   Clarendon House, 2 Church Street Hamilton HM 11, Bermuda   Mail: PO Box HM 666, Hamilton HM CX, Bermuda T +1 441 295 1422   conyers.com

9 May 2023

Matter No.: 376022
+1 441 298 7859
chiara.nannini@conyers.com

AXIS Capital Holdings Limited

AXIS House

92 Pitts Bay Road

Pembroke HM 08
Bermuda

Dear Sir / Madam,

Re: AXIS Capital Holdings Limited (the “Company”)

We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on form S-8 filed with the Securities and Exchange Commission (the “Commission”) on 9 May 2023 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 1,125,000 common shares, par value US$0.0125 per share (the “Common Shares”), issuable pursuant to the AXIS Capital Holdings Limited Second Amended and Restated 2017 Long-Term Equity Compensation Plan (the “Plan”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

1. DOCUMENTS REVIEWED

For the purposes of giving this opinion, we have examined electronic copies of the following documents:

1.1. the Registration Statement; and

1.2. the Plan.

We have also reviewed:

1.3. copies of the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on 4 May 2023;

1.4. an extract of minutes of a meeting of the directors of the Company held on 4 May 2023, an extract of the unanimous written resolutions of the directors of the Company dated 23 March 2023, and an extract of the minutes of the annual general meeting of the members of the Company held on 4 May 2023, each certified by the Secretary of the Company on 4 May 2023 (together, the “Resolutions”); and

1.5. such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

2. ASSUMPTIONS

We have assumed:

2.1. the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken;

2.2. that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

2.3. the accuracy and completeness of all factual representations made in the Registration Statement, the Plan and other documents reviewed by us;

2.4. that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;

2.5. that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein;

2.6. the validity and binding effect under the laws of Bermuda of the Plan in accordance with its terms;

2.7. that there is no provision of any Award Agreement (as defined under the Plan) which would have any implication in relation to the opinions expressed herein;

2.8. that, upon the issue of any Common Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

2.9. that on the date of issuance of any of the Common Shares the Company will have sufficient authorised but unissued common shares; and

2.10. that the Company’s shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981, as amended, and the consent to the issue and free transfer of the Common Shares given by the Bermuda Monetary Authority dated 24 March 2003 will not have been revoked or amended at the time of issuance of any Common Shares.

3. QUALIFICATIONS

3.1. We express no opinion with respect to the issuance of shares pursuant to any provision of the Plan that purports to obligate the Company to issue shares following the commencement of a winding up or liquidation.

3.2. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.

3.3. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.

3.4. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Common Shares by the Company pursuant to the Plan and is not to be relied upon in respect of any other matter.

4. OPINION

On the basis of and subject to the foregoing, we are of the opinion that:

4.1. The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority under the Companies Act 1981, or to pay any Bermuda government fee or tax, which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

4.2. When issued and paid for in accordance with the terms of the Plan, the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman Limited

Conyers Dill & Pearman Limited

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 24, 2023 relating to the financial statements of AXIS Capital Holdings Limited and the effectiveness of AXIS Capital Holdings Limited's internal control over financial reporting, appearing in the Annual Report on Form 10-K of AXIS Capital Holdings Limited for the year ended December 31, 2022.

/s/ Deloitte Ltd.

Hamilton, Bermuda

May 9, 2023

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

AXIS CAPITAL HOLDINGS LIMITED

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price(2)	Fee Rate	Amount of Registration Fee
Equity	Common Stock	Other	1,125,000	$54.01	$60,761,250.00	0.00011020	$6,695.89
Total Offering Amounts					$60,761,250.00		$6,695.89
Total Fee Offsets							—
Net Fee Due							$6,695.89

(1)

Covers common shares, par value $0.0125 per share, of AXIS Capital Holdings Limited (“Common Shares”) under the AXIS Capital Holdings Limited Second Amended and Restated 2017 Long-Term Equity Compensation Plan (the “Second Amended and Restated Plan”), which was amended and restated on May 4, 2023. 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 Second 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 $54.01 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 4, 2023.