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Luxembourg
(State or other jurisdiction of
incorporation or organization)
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98-0481623
(I.R.S. Employer Identification No.)
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Large accelerated filer
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o |
Accelerated filer
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x |
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Non-accelerated filer
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o (Do not check if a smaller reporting company) |
Smaller reporting company
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o |
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Item 3.
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Incorporation of Documents by Reference.
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●
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Annual Report on Form 10-K for the fiscal year ended December 31, 2009;
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Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010;
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Registration Statement on Form S-4 filed April 9, 2010;
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Current Reports on Form 8-K filed on March 12, 2010, March 22, 2010 and May 5, 2010; and
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●
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The description of the Company’s shares included in Item 3.03 on Form 8-K filed on May 19, 2010, including any amendment or report filed for the purpose of updating such description.
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Item 4.
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Description of Securities.
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
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Item 6.
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Indemnification of Directors and Officers.
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Item 8.
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Exhibits.
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Exhibit
Number |
Description
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4.1
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Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 19, 2010)
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5.1
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Opinion of M Partners
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23.1
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Consent of Deloitte & Touche
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23.2
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Consent of M Partners (included in Exhibit 5.1)
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24.1
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Powers of Attorney*
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99.1
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Flagstone Reinsurance Holdings, S.A. Performance Share Unit Plan, as amended and restated, dated May 17, 2010 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 19, 2010)
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99.2
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Flagstone Reinsurance Holdings, S.A. Restricted Share Unit Plan, as amended and restated, dated May 17, 2010 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 19, 2010)
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Item 9.
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Undertakings.
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(1)
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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)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this 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 a 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 this Registration Statement; and
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(iii)
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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;
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(2)
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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;
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(3)
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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;
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(4)
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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 15(d) of 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 herein, 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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(5)
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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 provisions summarized under Item 6 above, 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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FLAGSTONE REINSURANCE HOLDINGS, S.A.
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By:
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/s/ David A. Brown
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Name:
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David A. Brown
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Title:
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Chief Executive Officer
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Signature
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Title
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Date
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/s/ *
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Chairman and Director
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May 19, 2010
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Name: Mark J. Byrne
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/s/
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Chief Executive Officer (Principal
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May 19, 2010
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Name: David A. Brown
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Executive Officer) and Director | |||
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/s/ *
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Director
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May 19, 2010
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Name: Gary Black
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/s/ *
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Director
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May 19, 2010
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Name: Peter Watson
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/s/ *
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Director
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May 19, 2010
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Name: Stephen Coley
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/s/ *
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Director
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May 19, 2010
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Name: Thomas Dickson
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/s/ *
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Director
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May 19, 2010
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Name: Stewart Gross
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/s/ *
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Director
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May 19, 2010
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Name: E. Daniel James
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/s/
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Director
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May 19, 2010
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Name: Anthony Knap
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/s/ *
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Director
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May 19, 2010
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Name: Jan Spiering
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/s/ *
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Director
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May 19, 2010
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Name: Wray Thorn
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PUGLISI & ASSOCIATES
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Authorized Representative in the United States
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May 19, 2010
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By:
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/s/ * | ||||
| Name: Donald J. Puglisi
Title: Managing Director
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| By: | /s/ David A. Brown |
May 19, 2010
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| Name: David A. Brown
Title: Attorney-in-Fact
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| /s/ Patrick Boisvert | Chief Financial Officer (Principal |
May 19, 2010
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Name: Patrick Boisvert
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Financial Officer and Principal
Accounting Officer) |
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