Castlepoint Holdings, Ltd. - Securities Registration: Employee Benefit Plan (S-8)
December 05 2007 - 3:01PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 5, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CASTLEPOINT HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
Bermuda N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Victoria Hall
11 Victoria Street
Hamilton HM 11
Bermuda
(441) 294-6409
(Address of Principal Executive offices, including Zip Code)
|
CastlePoint Holdings, Ltd. 2006 Long-Term Equity Compensation Plan
(Full Title of the Plan)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 590-9330
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
Copy to:
Roger A. Brown
CastlePoint Management Corp.
120 Broadway
New York, New York 10271
(212) 847-9461
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Amount to offering aggregate Amount of
Title of securities to be be price offering registration
registered registered per share price fee
(1)
------------------------------- ----------- ------------ ---------- -------------
Common Shares, par value 1,000,000(2) $11.76(3) $11,760,000(3)$361.03
$0.01 per share
|
(1) Pursuant to Rule 416, this Registration Statement shall also cover any
additional shares of the Registrant's Common Shares that become issuable
under the plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction.
(2) Represents additional shares issuable under the CastlePoint Holdings, Ltd.
2006 Long-Term Equity Compensation Plan.
(3) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
computed based upon the average of the high ($11.84) and low ($11.67)
selling prices per share of the Registrant's Common Shares on December 4,
2007 on the Nasdaq Global Market.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed pursuant to General
Instruction E of Form S-8 to register 1,000,000 Common Shares, par value of
$0.01, of the Registrant, under the CastlePoint Holdings, Ltd. 2006 Long-Term
Equity Compensation Plan (the "Plan") and incorporates by reference the contents
of the Registration Statement on Form S-8 related to the Plan and previously
filed by the Registrant (File No. 333-141559) on March 23, 2007. The current
registration of 1,735,021 Common Shares will increase the number of Shares
registered under the Plan to 2,735,021 Common Shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein.
4.1 Memorandum of Association of the Company (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (File
No. 333-134628) filed on June 1, 2006)
4.2 Amended and Restated Bye-Laws of the Company (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (File
No. 333-134628) filed on June 1, 2006)
4.3 Form of Common Share Certificate (incorporated by reference to Exhibit 4.1
to Amendment No. 1 to the Registrant's Registration Statement on Form S-1
(File No. 333-134628) filed on September 25, 2006)
4.4 CastlePoint Holdings, Ltd. 2006 Long-Term Equity Compensation Plan
(incorporated by reference to Exhibit 10.4 to the Registrant's Registration
Statement on Form S-1 (File No. 333-134628) filed on June 1, 2006)
4.5 Amendment No. 1 to CastlePoint Holdings, Ltd. 2006 Long-Term Equity
Compensation Plan (filed herewith)
4.6 Form of Stock Option Agreement for Executive Employee Recipients of Options
under 2006 Long-Term Equity Compensation Plan (incorporated by reference to
Exhibit 10.5 to the Registrant's Registration Statement on Form S-1 (File
No. 333-134628) filed on June 1, 2006)
4.7 Form of Stock Option Agreement for Non-Employee Director Recipients of
Options under 2006 Long-Term Equity Compensation Plan (incorporated by
reference to Exhibit 10.6 to the Registrant's Registration Statement on
Form S-1 (File No. 333-134628) filed on June 1, 2006)
5.1 Opinion of Conyers Dill & Pearman
23.1 Consent of PricewaterhouseCoopers (Bermuda)
23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
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 New York, State of New York, on this xx day of
November, 2007.
CastlePoint Holdings, Ltd.
By: /s/ MICHAEL H. LEE
------------------
Michael H. Lee
Chairman of the Board 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
Chairman of the Board, Chief
/s/ MICHAEL H. LEE Executive Officer and Director December 4, 2007
------------------------------ (Principal Executive Officer)
Michael H. Lee
Senior Vice President, and
/s/ JOEL S. WEINER Chief Financial Officer December 4, 2007
------------------------------ (Principal Financial Officer)
Joel S. Weiner
Senior Vice President and
/s/ RICHARD M. BARROW Chief Accounting Officer December 4, 2007
------------------------------ (Principal Accounting Officer)
Richard M. Barrow
/s/ GREGORY T. DOYLE President and Director December 4, 2007
------------------------------
Gregory T. Doyle
/s/ WILLIAM A. ROBBIE Director December 4, 2007
------------------------------
William A. Robbie
/s/ ROBERT S. SMITH Director December 4, 2007
------------------------------
Robert S. Smith
/s/ JAN R.VAN GORDER Director December 4, 2007
------------------------------
Jan R.Van Gorder
/s/ MICHAEL H. LEE Authorized Representative in the December 4, 2007
------------------------------ United States
Michael H. Lee
|
EXHIBIT INDEX
Exhibit
Number Exhibit Description
4.1 Memorandum of Association of the Company (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-134628) filed on June 1,
2006)
4.2 Amended and Restated Bye-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-134628) filed on June 1,
2006)
4.3 Form of Common Share Certificate (incorporated by reference to
Exhibit 4.1 to Amendment No. 1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-134628) filed on September
25, 2006)
4.4 CastlePoint Holdings, Ltd. 2006 Long-Term Equity Compensation
Plan (incorporated by reference to Exhibit 10.4 to the
Registrant's Registration Statement on Form S-1 (File No.
333-134628) filed on June 1, 2006)
4.5 Amendment No. 1 to CastlePoint Holdings, Ltd. 2006 Long-Term
Equity Compensation Plan (filed herewith)
4.6 Form of Stock Option Agreement for Executive Employee Recipients
of Options under 2006 Long-Term Equity Compensation Plan
(incorporated by reference to Exhibit 10.5 to the Registrant's
Registration Statement on Form S-1 (File No. 333-134628) filed on
June 1, 2006)
4.7 Form of Stock Option Agreement for Non-Employee Director
Recipients of Options under 2006 Long-Term Equity Compensation
Plan (incorporated by reference to Exhibit 10.6 to the
Registrant's Registration Statement on Form S-1 (File No.
333-134628) filed on June 1, 2006)
5.1 Opinion of Conyers Dill & Pearman
|
23.1 Consent of PricewaterhouseCoopers (Bermuda)
23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
Castlepoint Holdings Ltd (MM) (NASDAQ:CPHL)
Historical Stock Chart
From Jul 2024 to Aug 2024
Castlepoint Holdings Ltd (MM) (NASDAQ:CPHL)
Historical Stock Chart
From Aug 2023 to Aug 2024