-----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, JQIZg+jyH8yyEH6RmwBFS3vUczucxES4f1NXA1q0NCEiHmLpjTJHuQBEFR1+Mvbg U6OouVnlyV7u9W5qFCy1pg== 0001036050-99-000899.txt : 19990430 0001036050-99-000899.hdr.sgml : 19990430 ACCESSION NUMBER: 0001036050-99-000899 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990429 EFFECTIVENESS DATE: 19990429 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: SEC FILE NUMBER: 333-77359 FILM NUMBER: 99604867 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 MUTUAL RISK MANAGEMENT LTD. FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1999 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MUTUAL RISK MANAGEMENT LTD. (Exact Name of Registrant as Specified in Charter) BERMUDA NONE (State or Other Jurisdiction (I.R.S. Employer Identification Number) of Incorporation or Organization) 44 CHURCH STREET HAMILTON, BERMUDA HM 12 (441) 295-5688 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 1991 LONG TERM INCENTIVE PLAN (FULL TITLE OF THE PLAN) ---------------- JOHN KESSOCK, JR. C\O COMMONWEALTH RISK SERVICES, L.P. ONE LOGAN SQUARE SUITE 1500 PHILADELPHIA, PA 19103 (215) 963-1600 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO:
RICHARD E. O'BRIEN PETER O. CLAUSS, ESQUIRE SENIOR VICE PRESIDENT, GENERAL COUNSEL & SECRETARY MATTHEW A. WOODWARD, ESQUIRE MUTUAL RISK MANAGEMENT LTD. PEPPER HAMILTON LLP 44 CHURCH STREET 3000 TWO LOGAN SQUARE HAMILTON, BERMUDA HM 12 18TH & ARCH STREETS (441) 295-5688 PHILADELPHIA, PA 19103
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF SHARES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE Common Stock 4,433,334 $39.50 $175,116,693 $48,683
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this registration statement also covers an indeterminate amount of: (a) interests to be offered or sold pursuant to the 1991 Long Term Incentive Plan described herein, and (b) additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the 1991 Long Term Incentive Plan for any future stock split, stock dividend or similar adjustment of the outstanding Common Stock of the registrant. (2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the registration fee. Explanatory Note ---------------- Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed in order to register additional shares of Common Stock, par value $.01 per share, of Mutual Risk Management Ltd. (the "Company"), with respect to a currently effective Registration Statement on Form S-8 of the Company (Registration No. 33-55282) relating to the Company's 1991 Long Term Incentive Plan, the contents of which Registration Statement, as amended, are incorporated by reference into this Registration Statement. Item 8. Exhibits. Exhibit No. Description ----------- ----------- 5 Opinion of Conyers Dill & Pearman. 23.1 Consent of Ernst & Young. 23.2 Consent of Conyers Dill & Pearman is contained in Exhibit 5. 24 Power of Attorney (included in the signature page of this Registration Statement). -2- SIGNATURES The Registrant. 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 this 28th day of April, 1999. MUTUAL RISK MANAGEMENT LTD. By: /s/ Robert A. Mulderig ------------------------------------ Robert A. Mulderig Chairman and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that the undersigned Mutual Risk Management Ltd., a Bermuda corporation ("MRM"), and the undersigned directors and officers of MRM hereby constitute and appoint Richard E. O'Brien, with full power of substitution and resubstitution, his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute in his or her name (whether on behalf of MRM, or by attesting the seal of MRM or otherwise), any and all instruments and documents which said attorney and agent may deem necessary or advisable and may be required to enable MRM and the 1991 Long Term Incentive Plan (the "Plan") to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission ("Commission") in respect thereof, in connection with the Plan and shares of Common Stock of MRM offered pursuant to or in connection with the Plan, including specifically, but without limiting the generality of the foregoing, power of attorney to sign the name of MRM and affix the corporate seal and to sign the names of the undersigned directors and officers to all registration statements, and all amendments and supplements thereto, on Form S-8 or S-8/S-3 or on any other appropriate Form, hereafter filed with the Commission and all instruments or documents filed as a part thereof or in connection therewith, and each of the undersigned hereby ratifies and confirms all that said attorney and agent, or his substitute or substitutes, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Robert A. Mulderig Chairman and Chief Executive Officer April 28, 1999 - -------------------------- (Principal Executive Officer) Robert A. Mulderig /s/ John Kessock, Jr. President, Director and Authorized April 28, 1999 - -------------------------- U.S. Representative John Kessock, Jr. /s/ Richard G. Turner Executive Vice President and Director April 28, 1999 - -------------------------- Richard G. Turner
-3-
Signature Title Date - --------- ----- ---- /s/ Glenn R. Partridge Executive Vice President and Director April 28, 1999 - -------------------------- Glenn R. Partridge /s/ James C. Kelly Chief Financial Officer April 28, 1999 - -------------------------- (Principal Financial and Accounting Officer) James C. Kelly /s/ Roger E. Dailey Director April 28, 1999 - -------------------------- Roger E. Dailey /s/ David J. Doyle Director April 28, 1999 - -------------------------- David J. Doyle Director April 28, 1999 - -------------------------- Arthur E. Engel Director April 28, 1999 - -------------------------- Allan W. Fulkerson /s/ William Galtney, Jr. Director April 28, 1999 - -------------------------- William F. Galtney, Jr. /s/ Beverly H. Patrick Director April 28, 1999 - -------------------------- Beverly H. Patrick Director April 28, 1999 - -------------------------- Jerry S. Rosenbloom /s/ Joseph D. Sargent Director April 28, 1999 - -------------------------- Joseph D. Sargent Director April 28, 1999 - -------------------------- Norman L. Rosenthal
The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda, on the 28th day of April, 1999. 1991 LONG TERM INCENTIVE PLAN By: COMPENSATION COMMITTEE, Plan Administrator By: /s/ Beverly H. Patrick --------------------------------------- Beverly H. Patrick Committee Member -4- Index of Exhibits Exhibit No. Description - ----------- ----------- 5 Opinion of Conyers Dill & Pearman. 23.1 Consents of Ernst & Young. 23.2 Consent of Conyers Dill & Pearman (contained in Exhibit 5). 24 Power of Attorney (included in the signature page of this Registration Statement). -5- EX-5 2 OPINION OF CONYERS DILL & PEARMAN EXHIBIT 5 April 29, 1999 Securities and Exchange Commission 450 5th Street, N.W. Judiciary Plaza Washington Plaza Washington, DC 20549 Dear Sirs 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 with the Securities and Exchange Commission ("Commission") by the Company under the Securities Act of 1933 of the United States relating to the registration of 4,433,334 common shares, $.01 par value each ("Common Shares"), for issuance pursuant to the Company's 1991 Long-Term Incentive Plan (as that term is defined in the Registration Statement). For the purposes of giving this opinion, we have examined and relied upon the Registration Statement. We have also reviewed a copy of the memorandum of association and bye-laws of the Company certified as true copies thereof by the secretary of the Company, minutes of meetings of the Company's board of directors, minutes of shareholders' meetings and such other documents, and have made such enquiries as to questions of law as we have deemed necessary in order to render the opinions set forth below. We have assumed: (i) 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; (ii) the correctness, accuracy and completeness of all factual representations made in the Registration Statement and in the other documents which we have reviewed; and (iii) 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. -6- We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. 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. "Non-assessability" is not a legal concept under Bermuda law, but when we describe shares as being "non-assessable" (see paragraph 2 below) 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. On the basis of and subject to the foregoing, we are of the opinion that: 1. The Company has been duly incorporated and is an existing limited liability exempted company under the laws of Bermuda, with corporate power and corporate authority to own, lease and operate its properties and conduct its business as described in the Registration Statement. 2. The Common Shares to be issued pursuant to the Company's 1991 Long Term Incentive Plan ("Plan"), when issued in accordance with the terms and conditions of the Plan, will be legally issued, fully paid and non- assessable, with no personal liability attaching solely by reason of the ownership thereof. 3. The statements in the Registration Statement under the caption "ENFORCEMENT OF CIVIL LIABILITIES" is based on current Bermuda law and constitutes the opinion of this Firm. We hereby consent to the filing of this opinion with the Commission and as an exhibit to the Registration Statement and to the reference to this Firm under the captions "ENFORCEMENT OF CIVIL LIABILITIES"and "LEGAL MATTERS". Yours faithfully /s/ Conyers Dill & Pearman -7- EX-23.1 3 CONSENT OF ERNST & YOUNG EXHIBIT 23.1 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 (Form S-8 No. 33-55282) dated April 29, 1999 pertaining to the 1991 Long Term Incentive Plan of Mutual Risk Management Ltd. of our report dated February 15, 1999, with respect to the consolidated financial statements and schedules of Mutual Risk Management Ltd. included in its Annual Report on Form 10-K for the year ended December 31, 1998, filed with the Securities and Exchange Commission. [GRAPHIC OMITTED] /s/ Ernst & Young _________________________________ Hamilton, Bermuda April 27, 1999 -8- -----END PRIVACY-ENHANCED MESSAGE-----