UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ASPEN INSURANCE HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda		Not Applicable
((State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

141 Front Street

Hamilton HM 19

Bermuda

Telephone: (441) 295-8201

Facsimile: (441) 295-1829

(Address of principal executive offices and zip code)

 

 

2003 SHARE INCENTIVE PLAN

(Full title of the plan)

 

 

CT Corporation System

111 Eighth Avenue

New York, New York 10011

Telephone: (212) 590-9200

(Name, address and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Michael Groll, Esq.		Joseph D. Ferraro, Esq.
Willkie Farr & Gallagher LLP		Willkie Farr & Gallagher LLP
787 Seventh Avenue		City Point
New York, NY 10019-6099		1 Ropemaker Street
Telephone: (212) 728-8616		London EC2Y 9HT
		Telephone: 011 44 (0) 207 153 1218
		Facsimile: 011 44 (0) 207 153 1115

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		x		Accelerated Filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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EXPLANATORY NOTE

Aspen Insurance Holdings Limited, a Bermuda company (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on April 23, 2004 (Registration No. 333-114765) (the “2004 Registration Statement”), pursuant to which the Registrant registered 5,724,570 shares of the Registrant’s ordinary shares, par value 0.15144558 (cents) per share (the “Ordinary Shares”) for issuance pursuant to the Registrant’s 2003 Share Incentive Plan (the “2003 Plan”).

On April 24, 2013, at the 2013 Annual Meeting of shareholders of the Registrant, the Registrant’s shareholders approved the 2013 Share Incentive Plan (the “2013 Plan”), which the Registrant’s Board of Directors had previously approved, subject to such stockholder approval. The 2013 Plan provides, among other things, that a maximum of 2,845,683 Ordinary Shares are reserved for issuance under the 2013 Plan (subject to equitable adjustment in the event of a change in the Registrant’s capitalization), which includes 595,683 Ordinary Shares that are authorized to be issued under the 2003 Plan and that, as of February 25, 2013, have not been issued and are not subject to outstanding awards granted under the 2003 Plan (the “Unused 2003 Plan Shares”). Upon shareholder approval of the 2013 Plan, the 2013 Plan replaced the 2003 Plan and no additional awards will be made under the 2003 Plan, but the terms and conditions of any outstanding awards granted under the 2003 Plan will not be affected. Therefore, in accordance with the undertaking contained in the 2004 Registration Statement, the Unused 2003 Plan Shares, which were previously registered under the 2004 Registration Statement, but not issued under the 2003 Plan, are hereby deregistered. The 2004 Registration Statement will remain in effect, however, to cover the potential issuance of Ordinary Shares pursuant to outstanding awards granted under the 2003 Plan prior to February 25, 2013.

The Registrant is concurrently filing a separate Registration Statement on Form S-8 to register 2,845,683 Ordinary Shares for offer or sale pursuant to the 2013 Plan, including the Unused 2003 Plan Shares.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Post-Effective Amendment No. 1 to the 2004 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda on the 3rd day of May, 2013.

 

POWER OF ATTORNEY

The undersigned do hereby constitute and appoint Christopher O’Kane and John Worth, and each of them, our true and lawful attorneys and agents, to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement, or any related registration statement that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act, or any documents required pursuant to the Companies Act, and to file the same, with all exhibits thereto and other documents required in connection therewith, and to do any and all acts and things in our names and in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act and any rules, regulations, and requirements of the Securities and Exchange Commission or requirements of the Companies Act, in connection with this Registration Statement; and we do hereby ratify and confirm all that the said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed as of the 3rd day of May, 2013 by the following persons in the capacities indicated.

 

Signature				Title
/s/ Glyn Jones				Chairman and Director
Glyn Jones
/s/ Christopher O’Kane				Chief Executive Officer and Director
Christopher O’Kane				(Principal Executive Officer)
/s/ John Worth				Chief Financial Officer
John Worth				(Principal Financial Officer)
				(Principal Accounting Officer)
/s/ Liaquat Ahamed				Director
Liaquat Ahamed
/s/ Albert Beer				Director
Albert Beer
/s/ Richard Bucknall				Director
Richard Bucknall
/s/ John Cavoores				Director
John Cavoores
/s/ Gary Gregg				Director
Gary Gregg
/s/ Heidi Hutter				Director
Heidi Hutter
/s/ Gordon Ireland				Director
Gordon Ireland

 

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/s/ Peter O’Flinn				Director
Peter O’Flinn
/s/ Ronald Pressman				Director
Ronald Pressman
/s/ Kerian Bunch				Authorized Representative in the United States
Kerian Bunch

 

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