-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fp7QlEYPgfklEuQn/6DXcUmH26J0pFOwHc478iv1Du/sMs9fbWvLvnoSC8BTzd1p 9pK3tcsiW4na+04/SagxxA== 0000922423-96-000270.txt : 19960619 0000922423-96-000270.hdr.sgml : 19960619 ACCESSION NUMBER: 0000922423-96-000270 CONFORMED SUBMISSION TYPE: S-8 CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960618 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUTUAL RISK MANAGEMENT LTD CENTRAL INDEX KEY: 0000826918 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-05008 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 44 CHURCH ST STREET 2: BERMUDA CITY: HAMILTON HM 12 BERMU STATE: D0 BUSINESS PHONE: 4412955688 MAIL ADDRESS: STREET 1: PO BOX 2064 STREET 2: BERMUDA CITY: HAMILTON HM HX STATE: D0 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 10, 1996. Registration No.333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------- MUTUAL RISK MANAGEMENT LTD. (Exact name of registrant as specified in its charter) BERMUDA NONE (State or Other Jurisdiction (I.R.S. Employer Identification of Incorporation) Number) LONG TERM INCENTIVE PLAN (Full title of the plan) -------- ROBERT A. MULDERIG CHAIRMAN AND CHIEF EXECUTIVE OFFICER MUTUAL RISK MANAGEMENT LTD. 44 CHURCH STREET HAMILTON, HM 12, BERMUDA (441) 295-5688 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------- COPIES TO: DAVID J. DOYLE, ESQ. CONYERS DILL & PEARMAN 2 CHURCH STREET HAMILTON, BERMUDA HM 11 (441)295-1422 --------
CALCULATION OF REGISTRATION FEE Title of each class of securities to be Amount to be Proposed maximum Proposed maximum Amount of registered registered(1) offering price per unit(1) aggregate offering price(1) registration fee - ---------------------- ------------- -------------------------- --------------------------- ---------------- Common Stock 1,000,000 $43.88 $43,880,000 $15,131.03
- -------------------------------------------------------------------------------- (1) Calculated pursuant to Rule 457(h) using the average of the high and low price of securities of the same class as of June 5, 1996 ================================================================================ In accordance with Instruction E of Form S-8, the content of the Registrant's prior registration statement on Form S-8 (Reg.No.33-55282) relating to its 1991 Long Term Incentive Plan are incorporated herein by reference. ITEM 8. EXHIBITS Exhibit No. Description ----------- ----------- 5.1 Opinion of Conyers Dill & Pearman as to the legality of the securities being registered. 24.1 Consent of Ernst & Young. 24.2 Consent of Conyers Dill & Pearman is contained in Exhibit 5.1. -2- 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 Hamilton, Bermuda, on June 4, 1996. Mutual Risk Management Ltd. By: /s/ Robert A. Mulderig ---------------------- Robert A. Mulderig Chairman and Chief Executive Officer 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/ Robert A. Mulderig Chairman and Chief Executive June 4, 1996 - ---------------------- Officer Robert A. Mulderig (Principal Executive Officer) /s/ John Kessock, Jr. President, Director and Authorized June 4, 1996 - ---------------------- U.S. Representative John Kessock, Jr. /s/ Richard G. Turner June 4, 1996 - ---------------------- Richard G. Turner Executive Vice President and Director /s/ Glenn R. Partridge June 4, 1996 - ---------------------- Glenn R. Partridge Executive Vice President and Director /s/ James C. Kelly Senior Vice President June 4, 1996 - ---------------------- (Principal Financial and James C. Kelly Accounting Officer) /s/ Roger E. Dailey June 4, 1996 - ---------------------- Roger E. Dailey Director /s/ David J. Doyle June 4, 1996 - ---------------------- David J. Doyle Director -3- Signature Title Date - --------- ----- ---- - ---------------------- Arthur E. Engel Director /s/ Allan W. Fulkerson June 4, 1996 - ---------------------- Allan W. Fulkerson Director /s/ William F. Galtney, Jr. June 4, 1996 - --------------------------- William F. Galtney, Jr. Director /s/ Beverly H. Patrick June 4, 1996 - ---------------------- Beverly H. Patrick Director /s/ Jerry S. Rosenbloom June 4, 1996 - ----------------------- Jerry S. Rosenbloom Director /s/ Joseph D. Sargent June 4, 1996 - ---------------------- Joseph D. Sargent Director -4- EX-5.1 2 OPINION OF COUNSEL CONYERS, DILL & PEARMAN Barristers & Attorneys [LETTER HEAD] 16th May, 1996 Securities and Exchange Commission, 450 - 5th Street, N.W., Judiciary Plaza Washington Plaza Washington, D.C. 20549 U.S.A. -and Mutual Risk management Ltd. 44 Church Street Hamilton Bermuda Dear Sirs: Re: Mutual Risk Management Ltd. --------------------------- We have acted as Bermuda counsel for Mutual Risk Management Ltd. (the "Company") in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company under the Securities Act of 1933 of the United States relating to the registration of 500,000 shares of common stock ($0.01 par value each) ("Common Shares") to be issued by the Company pursuant to its Long Term Incentive Plan (as that term is defined in the Registration Statement). For the purposes of this opinion, we have examined the following: (1) The Memorandum of Association, the Certificate of Incorporation and the Bye-laws of the company. (2) The Minute Book of the Company containing minutes of the meetings of the Board of Directors and Shareholders of the company. (3) A copy of the Registration Statement. (4) such documents of public record in Bermuda and such other documents, instruments and certificates as we have considered necessary. We have also made such enquiries of the management of the Company as we have deemed necessary and in response thereto have received certain representations as to factual matters relating to the business of the Company upon which we have relied. Nothing in any of the documents which we have examined would indicate to us that any of the representations made to us by the management of the Company is untrue or misleading in any material respect. The opinions expressed herein are confined to and given on the basis of the laws of Bermuda in force at the date hereof as currently applied by the Courts of Bermuda and we have made no investigation of, nor do we express any opinion on, the laws of any jurisdiction other than Bermuda. Based upon the documents which we have examined and subject to the reservation set forth below and to any factual matters not disclosed to us, it is our opinion that: 1. The Company was incorporated in Bermuda on 5th September, 1977 as a Bermuda exempted company limited by shares, is validly existing and is in compliance with the laws of Bermuda. 2. The 500,000 Common Shares to be issued by the Company pursuant to the terms and conditions of the Company's Long Term Incentive Plan will, when issued in accordance with the said Plan, be legally issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof. Our reservation with respect to the foregoing opinions is as follows: "Non-assessability" is not a legal concept under Bermuda law, but when we described shares are being "non-assessable" (see paragraph 2 above) we mean with respect to the shareholders of a company, in relation to fully paid shares of a company and subject to any contrary provision in any agreement in writing between that company and any one of its shareholders holding such shares but only with respect to such shareholder, that such shareholder shall not be liable to contribute any further share capital or otherwise pay additional money to such company by virtue only of being a shareholder in such company. This opinion is to be governed by and construed in accordance with Bermuda law. In addition to the foregoing, we hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration State and the statements in the Registration Statement under the captions "Enforcement of Civil Liabilities" and "Legal Matters" have been reviewed by this Firm and insofar as such statement constitute a summary of the legal matters, documents or proceedings referred to therein, - 2 - fairly present to information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein. Yours faithfully, /s/CONYERS, DILL & PEARMAN -------------------------- - 3 - EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS [ERNST & YOUNG LETTER HEAD] CONSENT OF INDEPENDENT AUDITORS TO THE BOARD OF DIRECTORS AND SHAREHOLDERS MUTUAL RISK MANAGEMENT LTD. We consent to the incorporation by reference in the Registration Statement on Form S-8 dated June 6, 1996, pertaining to the long term incentive plan of Mutual Risk Management Ltd., of our report dated February 19, 1996, with respect to the consolidated financial statements of Mutual Risk Management Ltd. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1995, and of our report dated March 20, 1996, with respect to the financial statement schedules of Mutual Risk Management Ltd. included in its Annual Report (Form 10-K) for the year ended December 31, 1995. /s/Ernst & Young Hamilton, Bermuda June 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----