SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
_________________
AMERICAN SAFETY INSURANCE
HOLDINGS, LTD.
Bermuda Not applicable
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
_________________
The Boyle Building,
2nd Floor
31 Queen Street
Hamilton, Bermuda HM 11
(Address of principal
executive offices)
_________________
2007 Incentive Stock
Plan
(Full title of the plan)
_________________
Randolph L. Hutto
c/o American Safety
Insurance Services, Inc.
100 Galleria Parkway
Suite 700
Atlanta, Georgia 30339
770-916-1908
(Name,
address, and telephone number, including area code, of agent for service)
__________________________
Copies to:
W. Brinkley Dickerson,
Jr.
Troutman Sanders LLP
600 Peachtree Street,
Suite 5200
Atlanta, Georgia 30308
404-885-3000
CALCULATION OF
REGISTRATION FEE
---------------------------------- ------------------------- ---------------------- -------------------------- ----------------------
Proposed Maximum
Title of Securities to be Amount to be Registered Offering Price Per Proposed Maximum Amount of
Registered (1) Share (2) Aggregate Offering Price Registration Fee
---------------------------------- ------------------------- ---------------------- -------------------------- ----------------------
Common Stock, par value $0.01 2,000,000 shares $18.67 $37,340,000 $1,146.34
per share
---------------------------------- ------------------------- ---------------------- -------------------------- ----------------------
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also includes an indeterminate number of additional
shares that may be offered and issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions as provided in the 2007
Incentive Stock Plan.
(2)
Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(c) and (h) under the Securities Act of 1933, as
amended, based on the average of the high and low prices per share reported on
the New York Stock Exchange on August 10, 2007.
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
The documents containing the
information specified in this Part I of Form S-8 will be sent or given to participants of
the 2007 Incentive Stock Plan (the “Plan”) as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
Such documents need not be filed with the Securities and Exchange Commission (the
“Commission”) either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 of the Securities Act.
Upon written or oral request,
American Safety Insurance Holdings, Ltd. (the “Company”) shall provide without
charge the documents incorporated by reference in Item 3 of Part II of this Registration
Statement. The Company will also provide, without charge, upon written or oral request,
other documents required to be delivered to employees pursuant to Rule 428(b) under the
Securities Act. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act. Requests for the above-mentioned documents should be directed to Randolph L. Hutto,
Secretary and General Counsel, c/o American Safety Insurance Services, Inc., 100 Galleria
Parkway, Suite 700, Atlanta, Georgia 30339, telephone number 770-916-1908.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference.
The following documents filed by the
Company with the Securities and Exchange Commission are incorporated herein by reference
and made a part hereof:
(a)
The Company’s latest Annual Report on Form 10-K and Form 10K/A, for the fiscal
year ended December 31, 2006 filed with the Commission on March 15, 2007 and March 21, 2007, respectively;
(b)
The Company’s Quarterly Reports on Form 10-Q for the quarters ended March
31, 2007 filed with the Commission on May 10, 2007 and June 30, 2007 file with the Commission on August 9, 2007;
(c)
The Company’s Current Reports on Form 8-K filed with the Commission on
April 30, 2007, May 15, 2007 and July 30, 2007; and
(d)
The description of the Company’s Common Stock, par value $0.01, contained
in the Company’s Registration Statement on Form S-1, as filed with the Commission on December
19, 1997, including any amendments or reports filed for the purpose of updating
such descriptions.
All documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part of this
Registration Statement from the date of the filing of such reports and documents with the
Commission.
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 document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such statement. Any
statement contained in this registration statement shall be deemed to be modified or
superseded to the extent that a statement contained in a subsequently filed document which
is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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.
Section 98 of the Bermuda Companies
Act 1981, as amended (the “Companies Act”) provides generally that a Bermuda
company may indemnify its directors, officers and auditors against any liability which by
virtue of Bermuda law otherwise would be imposed on them, except in cases where such
liability arises from the fraud or dishonesty of which such director, officer or auditor
may be guilty in relation to the company. Section 98 further provides that a Bermudian
company may indemnify its directors, officers and auditors against liability incurred by
them in defending any proceedings, whether civil or criminal, in which judgment is awarded
in their favor or they are acquitted or in which they are acquitted or granted relief by
the Supreme Court of Bermuda in certain proceedings arising under Section 281 of the
Companies Act.
The Company may also advance moneys
to an officer or auditor for the costs, charges and expenses incurred by the officer or
auditor in defending any civil or criminal proceedings against them, on condition that the
officer or auditor shall repay the advance if any allegation of fraud or dishonesty is
proved against them.
The Company has adopted provisions in
its Bye-Laws that provide that the Company shall indemnify its officers and directors to
the maximum extent permitted under the Companies Act. The Company has also adopted
provisions in its Bye-Laws that provide that each shareholder of the Company and the
Company itself agrees to waive any claim or right of action he or it might have, whether
individually or by or in the right of the Company, against any director or officer 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, or supposed duties, with
or for the Company, provided that such waiver shall not extend to any matter in respect of
any fraud or dishonesty which may attach to such director or officer.
The Company has directors and
officers liability insurance that insures the directors and officers of the Company
against certain liabilities.
Item 7. Exemption from
Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of all
exhibits filed as part of this Registration Statement or, as noted, incorporated by
reference into this Registration Statement:
Exhibit No. Description
| |
|
4.1 |
|
Specimen Common Share Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the
Registration Statement on Form S-1/A, filed with the SEC on January 27, 1998)
|
| |
|
4.2 |
|
Amended and Restated Declaration of Trust of American Safety Capital Trust dated as of May
22, 2003 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on
Form 8-K, filed with the SEC on June 5, 2003) |
| |
|
4.3 |
|
Indenture dated as of May 22, 2003 (incorporated by reference to Exhibit 4.2 to the
Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2003) |
| |
|
4.4 |
|
Guarantee Agreement dated as of May 22, 2003 (incorporated by reference to Exhibit 4.3 to
the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2003) |
| |
|
4.5 |
|
Amended and Restated Trust Agreement of American Safety Capital Trust II dated as of
September 30, 2003 (incorporated by reference to Exhibit 4.1 to the Company’s Current
Report on Form 8-K, filed with the SEC on October 15, 2003) |
| |
|
4.6 |
|
Junior Subordinated Indenture dated as of September 30, 2003 (incorporated by reference to
Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on
October 15, 2003) |
| |
|
4.7 |
|
Guarantee Agreement dated as of September 30, 2003 (incorporated by reference to Exhibit
4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15,
2003) |
| |
|
4.8 |
|
Common Securities Subscription Agreement dated as of September 30, 2003 (incorporated by
reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed with the
SEC on October 15, 2003) |
| |
|
4.9 |
|
Amended and Restated Declaration of Trust of American Safety Capital Trust III dated as of
November 17, 2005 (incorporated by reference to Exhibit 4.1 to the Company’s Current
Report on Form 8-K, filed with the SEC on November 22, 2005) |
| |
|
4.10 |
|
Indenture dated as of November 17, 2005 (incorporated by reference to Exhibit 4.2 to the
Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2005) |
| |
|
4.11 |
|
Subscription Agreement dated as of November 17, 2005 (incorporated by reference to Exhibit
4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22,
2005) |
| |
|
4.12 |
|
Guarantee Agreement dated as of November 17, 2005 (incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22,
2005) |
| |
|
4.13 |
|
Parent Guarantee Agreement dated as of November 17, 2005 (incorporated by reference to
Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on
November 22, 2005) |
| |
|
23.1* |
|
Consent of BDO Seidman, LLP
|
| |
|
23.2* |
|
Consent of Appleby (included in Exhibit 5.1)
|
| |
|
24.1* |
|
Power of Attorney (included on signature page)
|
* Filed herewith
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 of 1933; |
| (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 this 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 the registration statement; |
| |
provided,
however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above
do not apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in 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 of
1933, 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 |
| (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 of 1933, each filing of the
Registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act and, where applicable, each filing of the
Plan’s annual report pursuant to Section 15(d) under the Exchange Act,
that is incorporated by reference in 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 the time shall be deemed to be the
initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 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 of 1933 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 of 1933 and will be governed by the
final adjudication of such issue.
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 Atlanta, Georgia, on this 14 day of August, 2007.
AMERICAN SAFETY INSURANCE HOLDINGS, LTD.
By: /s/Stephen R. Crim
Stephen R. Crim
CEO/President
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Stephen R. Crim
and Randolph L. Hutto or either of them (with full power to each of them to act alone), as
his true and lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and on his behalf to sign any and all amendments (including,
without limitation, post-effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto and any documents required to be filed with respect
therewith, with the Securities and Exchange Commission or any regulatory authority,
granting unto such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary to be
done in connection therewith and about the premises in order to effectuate the same as
fully to all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or
his or their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the
Securities Exchange Act of 1933, this Registration Statement has been signed by the
following persons on behalf of the Registrant in the capacities indicated.
Signature Title Date
By: /s/Stephen R. Crim Chief Executive Officer, President (Principal 08/14/07
Stephen R. Crim Executive Officer) and Director
By: /s/William C. Tepe Chief Financial Officer and Treasurer 08/14/07
William C. Tepe (Principal Financial and Accounting Officer)
Signature Title Date
By: /s/Cody W. Birdwell Director 08/14/07
Cody W. Birdwell
By: /s/David V. Brueggen Chairman of the Board and Director 08/14/07
David V. Brueggen
By: /s/Lawrence I. Geneen Director 08/14/07
Lawrence I. Geneen
By: /s/Steve L. Groot Director 08/14/07
Steven L. Groot
By: /s/Frank D. Lackner Director 08/14/07
Frank D. Lackner
By: /s/Thomas W. Mueller Director 08/14/07
Thomas W. Mueller
By: /s/William A. Robbie Director 08/14/07
William A. Robbie
By: /s/Jerome D. Weaver Director 08/14/07
Jerome D. Weaver
EXHIBIT INDEX
Exhibit No. Description
| |
|
|
4.1 |
|
Specimen Common Share Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the
Registration Statement on Form S-1/A, filed with the SEC on January 27, 1998)
|
| |
|
|
4.2 |
|
Amended and Restated Declaration of Trust of American Safety Capital Trust dated as of May
22, 2003 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on
Form 8-K, filed with the SEC on June 5, 2003) |
| |
|
|
4.3 |
|
Indenture dated as of May 22, 2003 (incorporated by reference to Exhibit 4.2 to the
Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2003) |
| |
|
|
4.4 |
|
Guarantee Agreement dated as of May 22, 2003 (incorporated by reference to Exhibit 4.3 to
the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2003) |
| |
|
|
4.5 |
|
Amended and Restated Trust Agreement of American Safety Capital Trust II dated as of
September 30, 2003 (incorporated by reference to Exhibit 4.1 to the Company’s Current
Report on Form 8-K, filed with the SEC on October 15, 2003) |
| |
|
|
4.6 |
|
Junior Subordinated Indenture dated as of September 30, 2003 (incorporated by reference to
Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on
October 15, 2003) |
| |
|
|
4.7 |
|
Guarantee Agreement dated as of September 30, 2003 (incorporated by reference to Exhibit
4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15,
2003) |
| |
|
|
4.8 |
|
Common Securities Subscription Agreement dated as of September 30, 2003 (incorporated by
reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed with the
SEC on October 15, 2003) |
| |
|
|
4.9 |
|
Amended and Restated Declaration of Trust of American Safety Capital Trust III dated as of
November 17, 2005 (incorporated by reference to Exhibit 4.1 to the Company’s Current
Report on Form 8-K, filed with the SEC on November 22, 2005) |
| |
|
|
4.10 |
|
Indenture dated as of November 17, 2005 (incorporated by reference to Exhibit 4.2 to the
Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2005) |
| |
|
|
4.11 |
|
Subscription Agreement dated as of November 17, 2005 (incorporated by reference to Exhibit
4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22,
2005) |
| |
|
|
4.12 |
|
Guarantee Agreement dated as of November 17, 2005 (incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22,
2005) |
| |
|
|
4.13 |
|
Parent Guarantee Agreement dated as of November 17, 2005 (incorporated by reference to
Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on
November 22, 2005) |
| |
|
|
23.1* |
|
Consent of BDO Seidman, LLP |
| |
|
|
23.2* |
|
Consent of Appleby (included in Exhibit 5.1) |
| |
|
|
24.1* |
|
Power of Attorney (included on signature page) |
* Filed herewith