As filed with the Securities and Exchange Commission on December 22, 2004
REGISTRATION NO. 333- _______
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UNITED STATES
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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SCOR
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(Exact Name of Registrant as Specified in its Charter)
N/A
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(Translation of Registrant's Name into English)
THE REPUBLIC OF FRANCE NOT APPLICABLE
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(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
1, AVENUE DU GENERAL DE GAULLE
92074 PARIS-LA DEFENSE CEDEX, FRANCE
(Address of Principal Executive Offices)
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GENERAL STOCK AWARD PLAN FOR SCOR 2004-2005
SPECIAL STOCK AWARD PLAN FOR SCOR 2004-2005
(Full Titles of the Plans)
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Maxine Verne, Esq. Please send copies of all communications to:
SCOR U.S. Corporation Pamela A. Morone, Esq.
199 Water Street Wolf, Block, Schorr and Solis-Cohen LLP
New York, New York 10038-3526 1650 Arch Street, 22nd floor
(212) 884-9003 Philadelphia, PA 19103
(Name, Address and Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registration
Registered(1) Registered Share(2) Price(2) Fee(3)
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Ordinary Shares of SCOR, 600,000 shares(4) $1.89 (E1.41) $2,079,000 $244.70
no par value 500,000 shares(5)
(1) American Depositary Receipts evidencing American Depositary Shares
issuable on deposit of the Ordinary Shares have been registered
pursuant to a separate Registration Statements on Form F-6
(Registration Nos. 333-05684; 333-112953). Each American Depositary
Shares represents one Ordinary Share.
(2) Pursuant to Rule 457(h)(1) of the Securities Act of 1933, as
amended, the proposed maximum offering price per share, maximum
aggregate offering price and amount of the registration fee have
been computed on the basis of E 1.41, the average of the high and
low sales prices of the Ordinary Shares on the EURONEXT Paris on
December 21, 2004 converted to U.S. dollars at a rate of $1.3377 per
E1, the Federal Reserve Bank of New York Noon Buying Rate on
December 21, 2004.
(3) Represents the registration fee for all 1,100,000 Ordinary Shares
registered hereby.
(4) Represents an aggregate of 600,000 shares issuable under the General
Stock Award Plan for SCOR for 2004-2005. The amount being registered
also includes an indeterminate number of Ordinary Shares which may
be offered as a result of stock splits, stock dividends and
anti-dilution provisions and other terms, in accordance with Rule
416 under the Securities Act of 1933.
(5) Represents an aggregate of 500,000 shares issuable under the Special
Stock Award Plan for SCOR 2004-2005. The amount being registered
also includes an indeterminate number of Ordinary Shares which may
be offered as a result of stock splits, stock dividends and
anti-dilution provisions and other terms, in accordance with Rule
416 under the Securities Act of 1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plans covered
by this Registration Statement as required by Rule 428(b). These documents and
the documents incorporated herein by reference 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. Such documents are not
being filed with the Securities and Exchange Commission (the "Commission") as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424(b) under the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this Registration Statement, and later information
that we file with the Commission will automatically update and supersede this
information. The documents listed below have been filed with or furnished to the
Commission by SCOR, and are incorporated herein by reference:
- SCOR's Annual Report on Form 20-F/A for the fiscal year ended
December 31, 2003, filed with the Commission on October 20,
2004 (File No. 001-14518);
- SCOR's Report on Form 6-K, dated December 22, 2004 (File No.
001-14518); and
- The description of Ordinary Shares and American Depositary
Shares contained in the Registration Statement on Form 8-A,
dated October 1, 1996 (File No. 001-14518), as such
description has been amended by Amendments 1 and 2 on Form
8-A/A filed with the Commission on December 12, 2003 and May
18, 2004, and including any other amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by SCOR pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 and, to the extent
designated therein, certain reports on Form 6-K filed or furnished by SCOR,
prior to the filing of a post-effective amendment that indicates that all the
Ordinary Shares and/or American Depositary Shares offered hereby have been sold
or that deregisters all Ordinary Shares and/or American Depositary Shares then
remaining unsold, shall be deemed to be incorporated by reference into, and to
be a part of, this Registration Statement from the date of filing or furnishing
of those 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 or furnished
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 SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
French law prohibits the registrant from entering into indemnification
agreements with its directors and officers providing for limitations on personal
liability for damages and other costs and
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expenses that may be incurred by directors and officers arising out of or
related to acts or omissions in such capacity. French law also prohibits the
registrant from providing for limitation of liability of a member of the board
of directors. Generally, under French law, directors and officers will not be
held personally liable for decisions taken diligently and in the corporate
interest of the registrant.
The registrant has contracted liability insurance for its directors and
officers and for all the directors and officers of its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 General Stock Award Plan for SCOR 2004-2005
4.2 Special Stock Award Plan for SCOR 2004-2005
4.3 Form of Grant Letter for the General Stock Award Plan for SCOR
2004-2005
4.4 Form of Grant Letter for the Special Stock Award Plan for SCOR
2004-2005
4.5 Form of Custody Account Memorandum for the General Stock Award
Plan for SCOR 2004-2005
4.6 Form of Custody Account Memorandum for the Special Stock Award
Plan for SCOR 2004-2005
4.7 Translation from French into English of SCOR's Memorandum and
Articles of Association, as last amended on May 18, 2004
(incorporated by reference to Exhibit 1 of SCOR's Annual
Report on Form 20-F/A for the year ended December 31, 2003
(File No. 001-14518))
4.8 Form of Deposit Agreement, dated as of October 8, 1996, as
amended and restated as of December 1, 2003, among SCOR, The
Bank of New York as Depositary, and all Owners and Beneficial
Owners from time to time of American Depositary Receipts
issued thereunder (incorporated by reference to Exhibit (a) of
SCOR's Registration Statement on Form F-6 filed with the
Commission on February 19, 2004 (File No. 333-112953))
23.1 Consent of Ernst & Young
24 Power of Attorney (included on signature page)
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:
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(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 the 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 20 percent change in maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference into the 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.
(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
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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
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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 AND POWER OF ATTORNEY
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 Paris and the Republic of France, on this 17th day of
December, 2004.
SCOR
By: Denis Kessler
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Denis Kessler
Chairman and Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Denis Kessler, Patrick Thourot,
Christophe Le Bars and Emmanuelle Rousseau and each of them, jointly and
severally, the undersigned's true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, in the undersigned's name
and in the capacity indicated below, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting to such
attorneys-in-fact and agents, and each of them, full power and authority to do
all other acts and things requisite or necessary to be done, and to execute all
such other documents as they, or any of them, may deem necessary or desirable in
connection with the foregoing, as fully as the undersigned might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact,
or the undersigned's substitute or substitutes, may 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
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Denis Kessler Chairman and Chief Executive Officer December 17, 2004
-------------------------- (Principal Executive Officer)
Denis Kessler
Marcel Kahn Chief Financial Officer December 17, 2004
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Marcel Kahn
Aymeric Oudin Principal Accounting Officer December 17, 2004
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Aymeric Oudin
Michele Aronvald Director December 17, 2004
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Michele Aronvald
Helman le Pas de Secheval Director December 17, 2004
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Helman le Pas de Secheval
--------------------- Director December ___, 2004
Antonio Borges
Allan Chapin, Esq. Director December 17, 2004
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Allan Chapin, Esq.
Daniel Havis Director December 17, 2004
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Daniel Havis
Yvon Lamontagne Director December 17, 2004
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Yvon Lamontagne
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Daniel Lebegue Director December 17, 2004
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Daniel Lebegue
Andre Levy-Lang Director December 17, 2004
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Andre Levy-Lang
Herbert Schimetschek Director December 14, 2004
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Herbert Schimetschek
Jean-Claude Seys Director December 17, 2004
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Jean-Claude Seys
Jean Simmonet Director December 17, 2004
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Jean Simmonet
Claude Tendil Director December 17, 2004
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Claude Tendil
Daniel Valot Director December 17, 2004
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Daniel Valot
Carlo Acutis Director December 17, 2004
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Carlo Acutis
SCOR U.S. CORPORATION
Authorized U.S. Representative
Maxine Verne
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Maxine Verne
Senior Vice President, General
Counsel and Corporate Secretary
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EXHIBIT INDEX
4.1 General Stock Award Plan for SCOR 2004-2005 ............................. Filed electronically herewith.
4.2 Special Stock Award Plan for SCOR 2004-2005 ............................. Filed electronically herewith.
4.3 Form of Grant Letter for the General Stock Award Plan for SCOR 2004-2005. Filed electronically herewith.
4.4 Form of Grant Letter for the Special Stock Award Plan for SCOR 2004-2005. Filed electronically herewith.
4.5 Form of Custody Account Memorandum for the General Stock Award Plan for
SCOR 2004-2005........................................................... Filed electronically herewith.
4.6 Form of Custody Account Memorandum for the Special Stock Award Plan for
SCOR 2004-2005........................................................... File electronically herewith.
4.7 Translation from French into English of SCOR's Memorandum and
Articles of Association, as last amended on May 18, 2004
(incorporated by reference to Exhibit 1 SCOR's Annual Report on Form
20-F/A for the year ended December 31, 2003
(File No. 001-14518))........................... ........................ Incorporated by reference.
4.8 Form of Deposit Agreement, dated as of October 8, 1996, as amended
and restated as of December 1, 2003, among SCOR, The Bank of New York
as Depositary, and all Owners and Beneficial Owners from time to time
of American Depositary Receipts issued thereunder (incorporated by
reference to Exhibit (a) of SCOR's Registration Statement on Form F-6
filed with the Commission on February 19, 2004 (File No. 333-112953)).... Incorporated by reference.
23.1 Consent of Ernst & Young................................................. Filed electronically herewith.
24 Power of Attorney........................................................ Included in signature pages.