As filed with the Securities and Exchange Commission on April 23, 2004
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
BERMUDA
(State or other jurisdiction of NOT APPLICABLE
incorporation or organization) (I.R.S. Employer Identification Number)
VICTORIA HALL
11 VICTORIA STREET CT CORPORATION SYSTEM
HAMILTON HM 11 BERMUDA 111 EIGHTH AVENUE
(441) 295-8201 NEW YORK, NY 10011
(Address, including zip code, and telephone number, (212) 590-9200
including area code, of Registrant's principal executive (Name, address, including zip code, and telephone
offices) number, including area code, of agent for service)
ASPEN INSURANCE HOLDINGS LIMITED
2003 SHARE INCENTIVE PLAN
(Full title of the plan)
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COPIES TO:
MICHAEL GROLL, ESQ. JOSEPH D. FERRARO, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 WEST 55TH STREET NO. 1 MINSTER COURT, MINCING LANE
NEW YORK, NY 10019-5389 LONDON, EC3R 7AA
TELEPHONE: (212) 424-8000 UNITED KINGDOM
FACSIMILE: (212) 424-8500 TELEPHONE:(011-44-20) 7459 5000
FACSIMILE:(011-44-20) 7459 5099
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF
SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE
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Ordinary Shares, par value
0.15144558(cents) per share, to be
issued under the 2003 Share
Incentive Plan 5,724,570 shares (3) $23.90 $136,817,223 $17,335
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), there are also registered hereunder such indeterminate
number of additional shares as may become issuable under the 2003 Share
Incentive Plan as a result of stock splits, stock dividends or similar
transactions which result in an increase in the number of the Registrant's
outstanding ordinary shares.
(2) The registration fee with respect to these shares has been computed in
accordance with paragraphs (c) and (h) of Rule 457, based upon the average
of the reported high and low sale prices of the Registrant's ordinary
shares on the New York Stock Exchange on April 21, 2004.
(3) Represents the maximum number of ordinary shares issuable under the
Registrant's 2003 Share Incentive Plan, including 3,884,020 ordinary shares
issuable upon exercise of the granted and outstanding options and 1,840,550
ordinary shares authorized for issuance in connection with the options,
share appreciation rights, restricted shares and/or other share-based
awards to be granted or issued under the Registrant's 2003 Share Incentive
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for by Part I of Form S-8 will be delivered to
participants in the Aspen Insurance Holdings Limited ("Aspen") 2003 Share
Incentive Plan (the "Plan") as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"). Such documents are not being
filed with the Securities and Exchange Commission (the "Commission") as part of
this Registration Statement or as prospectus supplements pursuant to Rule 424 of
the Securities Act. These documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Upon written or oral request, Aspen will provide, without charge, the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement and such other documents required to be delivered to employees
pursuant to Rule 428(b)(1). Requests for such information should be directed to
the Company Secretary, Victoria Hall, 11 Victoria Street, Hamilton HM 11
Bermuda, (441) 295-8201.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by
Aspen, are incorporated by reference, as of their respective dates, in this
Registration Statement:
(a) Aspen's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, as amended;
(b) Aspen's Current Report on Form 8-K, filed with the Commission on
February 20, 2004; and
(c) The description of Aspen's ordinary shares contained in Item 1 of
Aspen's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") on November 25, 2003, in which reference is made to the information set
forth under the headings "Description of Share Capital" and "Shares Eligible for
Future Sale" in the Registrant's Registration Statement on Form F-1 (File No.
333-110435), filed with the Commission on November 12, 2003, and thereafter
amended and supplemented, including any amendment, report or prospectus filed
for the purpose of updating such description.
In addition, all documents filed by Aspen pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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
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be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
of this Registration Statement to the extent that a statement contained herein
or therein or in any other subsequently filed document that 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 4. DESCRIPTION OF THE SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Bye-Law 145 of Aspen's bye-laws provides, among other things, that,
subject to certain provisos, Aspen's directors, officers or any other person
appointed to a committee of the board of directors and any resident
representative (and their respective heirs, executors or administrators;
collectively, the "Indemnified Persons") shall be indemnified and held harmless
out of Aspen's assets against all liabilities, loss, damage or expense
(including but not limited to liabilities under contract, tort and statute or
any applicable foreign law or regulation and all reasonable legal and other
costs and expenses properly payable) incurred or suffered by him by or by reason
of any act done, conceived in or omitted in the conduct of Aspen's business or
in the discharge of his duties and the indemnity contained in Bye-Law 145 shall
extend to the Indemnified Persons of Aspen acting in any office or trust in the
reasonable belief that he has been appointed or elected to such office or trust
notwithstanding any defect in such appointment or election provided always that
the indemnity contained in this Bye-Law 145 shall not extend to any matter which
would render it void under the Companies Acts.
Bye-Law 149 of Aspen's bye-laws provides that each shareholder and
Aspen agree to waive any claim or right of action he or it may at any time have,
whether individually or by or in the right of Aspen, against any director or
officer of Aspen on account of any action taken by such director or officer or
the failure of such director or officer to take any action in the performance of
his duties with or for Aspen; provided, however, that such waiver shall not
apply to any claims or rights of action arising out of the fraud of such
director or officer or to recover any gain, personal profit or advantage to
which such director or officer is not legally entitled.
The Companies Act provides that a Bermuda company may indemnify its
directors in respect of any loss arising or liability attaching to them as a
result of any negligence, default, breach of duty or breach of trust of which
they may be guilty. However, the Companies Act also provides that any provision,
whether contained in the Aspen's bye-laws or in a contract or arrangement
between Aspen and the director, indemnifying such director against any liability
which would attach to him in respect of his fraud or dishonesty will be void.
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Aspen has purchased directors and officers liability insurance
policies. Such insurance will be available to the Aspen's directors and officers
in accordance with its terms. In addition, certain directors may be covered by
directors and officers liability insurance policies purchased by their
respective employers, subject to the limitation of the policy terms.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation and Memorandum of Association of Aspen (1)
4.2 Amended and Restated Bye-Laws of Aspen (2)
4.3 Specimen Ordinary Share Certificate (3)
5.1 Opinion of Appleby Spurling Hunter
23.1 Consents of KPMG Audit Plc
23.2 Consent of Appleby Spurling Hunter (included as part of Exhibit 5.1)
24.1 Power of Attorney by Paul Myners
24.2 Power of Attorney by Julian Avery
24.3 Power of Attorney by Ian Cormack
24.4 Power of Attorney by Heidi Hutter
24.5 Power of Attorney by Prakash Melwani
24.6 Power of Attorney by Bret Pearlman
24.7 Power of Attorney by Norman Rosenthal
24.8 Power of Attorney by Kamil Salame
99.1 Aspen Insurance Holdings Limited 2003 Share Incentive Plan (4)
99.2 Form F-N
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(1) Previously filed as Exhibit 3.1 to Aspen's Registration Statement on
Form F-1 (File No. 333-110435), filed with the Commission on November
25, 2003, as amended.
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(2) Previously filed as Exhibit 3.2 to Aspen's Registration Statement on
Form F-1 (File No. 333-110435), filed with the Commission on November
12, 2003, as amended.
(3) Previously filed as Exhibit 4.1 to Aspen's Registration Statement on
Form F-1 (File No. 333-110435), filed with the Commission on November
25, 2003, as amended.
(4) Previously filed as Exhibit 10.7 to Aspen's Registration Statement on
Form F-1 (File No. 333-110435), filed with the Commission on November
25, 2003, as amended.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change
to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement;
(2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof; and
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(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the undersigned Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference into this Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Aspen 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 the 23rd day of April, 2004.
ASPEN INSURANCE HOLDINGS LIMITED
By: /s/ Christopher O'Kane
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Christopher O'Kane
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 indicated on the 23rd day of April, 2004.
SIGNATURES TITLE
* Chairman and Director
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Paul Myners
/s/ Christopher O'Kane Chief Executive Officer and Director
----------------------------------------------------- (Principal Executive Officer)
Christopher O'Kane
/s/ Julian Cusack Chief Financial Officer
----------------------------------------------------- and Director
Julian Cusack (Principal Financial Officer and Principal Accounting
Officer)
* Director
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Julian Avery
* Director
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Ian Cormack
* Director
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Heidi Hutter
* Director
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Prakash Melwani
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*
---------------------------------------------------- Director
Bret Pearlman
*
---------------------------------------------------- Director
Norman Rosenthal
* Director
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Kamil Salame
*
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Bret Pearlman
(Authorized Representative in the United States)
*By: /s/ Christopher O'Kane
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Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number Description of Document
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4.1 Certificate of Incorporation and Memorandum of Association of Aspen (1)
4.2 Amended and Restated Bye-Laws of Aspen (2)
4.3 Specimen Ordinary Share Certificate (3)
5.1 Opinion of Appleby Spurling Hunter
23.1 Consents of KPMG Audit Plc
23.2 Consent of Appleby Spurling Hunter (included as part of Exhibit 5.1)
24.1 Power of Attorney by Paul Myners
24.2 Power of Attorney by Julian Avery
24.3 Power of Attorney by Ian Cormack
24.4 Power of Attorney by Heidi Hutter
24.5 Power of Attorney by Prakash Melwani
24.6 Power of Attorney by Bret Pearlman
24.7 Power of Attorney by Norman Rosenthal
24.8 Power of Attorney by Kamil Salame
99.1 Aspen Insurance Holdings Limited 2003 Share Incentive Plan (4)
99.2 Form F-N
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(1) Previously filed as Exhibit 3.1 to Aspen's Registration Statement on Form
F-1 (File No. 333-110435), filed with the Commission on November 25,
2003, as amended.
(2) Previously filed as Exhibit 3.2 to Aspen's Registration Statement on Form
F-1 (File No. 333-110435), filed with the Commission on November 12,
2003, as amended.
(3) Previously filed as Exhibit 4.1 to Aspen's Registration Statement on Form
F-1 (File No. 333-110435), filed with the Commission on November 25,
2003, as amended.
(4) Previously filed as Exhibit 10.7 to Aspen's Registration Statement on
Form F-1 (File No. 333-110435), filed with the Commission on November 25,
2003, as amended.
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