As filed with the Securities and Exchange Commission
on November 16, 2023
Registration No. 333-232334
Registration No. 333-195932
Registration No. 333-161299
Registration No. 333-147967
Registration No. 333-147714
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-232334
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-195932
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-161299
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-147967
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-147714
UNDER THE SECURITIES ACT OF 1933
ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
Bermuda
(State or other jurisdiction of
incorporation or organization) |
98-0214719
(I.R.S. Employer
Identification No.) |
110 Pitts Bay Road
Pembroke HM08, Bermuda
(441) 296-5858
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
Not Applicable
(Zip Code) |
Argo Group International Holdings, Ltd.
2019 Omnibus Incentive Plan
Argo Group International Holdings, Ltd.
2014 Long-Term Incentive Plan
Argo Group International Holdings, Ltd.
2007 Employee Share Purchase Plan (renamed the Argo Group International Holdings, Ltd. Employee Share Purchase Plan as amended and
restated on May 3, 2016)
Argo Group International Holdings, Ltd.
2007 Long-Term Incentive Plan
Argonaut Group, Inc. Amended and Restated
Stock Incentive Plan
Argonaut Group, Inc. Non-Employee Director
Stock Option Plan
Argonaut
Deferred Compensation Plan for Non-Employee Directors
(Full titles of the plans)
National
Registered Agents, Inc.
1015 15th Street, NW, Suite 1000
Washington, DC 20005
(800) 767-1553
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Todd E. Freed, Esq.
Patrick Lewis, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
Telephone: (212) 735-3000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”)
relate to the following Registration Statements of Argo Group International Holdings, Ltd. (the “Company”) on Form S-8
(collectively, the “Registration Statements”):
· Registration
Statement No. 333-232334, filed with the Securities and Exchange Commission (the “Commission”) on June 25, 2019,
registering 1,885,000 common shares, par value $1.00 per share (“Common Shares”), of the Company, issuable pursuant to the
Argo Group International Holdings Ltd. 2019 Omnibus Incentive Plan;
· Registration
Statement No. 333-195932, filed with the Commission on May 14, 2014, registering 4,257,800 Common Shares issuable pursuant to
the Argo Group International Holdings, Ltd. 2014 Long-Term Incentive Plan, which represented (i) 2,800,000 Common Shares initially
reserved for future issuance pursuant to the Argo Group International Holdings, Ltd. 2014 Long-Term Incentive Plan and (ii) 1,457,800
Common Shares that remained available for issuance under the Argo Group International Holdings, Ltd. 2007 Long-Term Incentive Plan
immediately prior to stockholder approval of the Argo Group International Holdings, Ltd. 2014 Long-Term Incentive Plan on May 6,
2014;
· Registration
Statement No. 333-161299, filed with the Commission on August 12, 2009, registering 200,000 Common Shares issuable pursuant
to the Argo Group International Holdings, Ltd. 2007 Employee Share Purchase Plan (renamed the Argo Group International Holdings, Ltd.
Employee Share Purchase Plan as amended and restated on May 3, 2016);
· Registration
Statement No. 333-147967, filed with the Commission on December 10, 2007, registering 5,000,000 Common Shares issuable pursuant
to the Argo Group International Holdings, Ltd. 2007 Long-Term Incentive Plan and the Argo Group International Holdings, Ltd.
2007 Employee Share Purchase Plan (renamed the Argo Group International Holdings, Ltd. Employee Share Purchase Plan as amended and
restated on May 3, 2016), which represented (i) 4,500,000 Common Shares issuable pursuant to the Argo Group International Holdings, Ltd.
2007 Long-Term Incentive Plan and (ii) 500,000 Common Shares issuable pursuant to the Argo Group International Holdings, Ltd.
2007 Employee Share Purchase Plan (renamed the Argo Group International Holdings, Ltd. Employee Share Purchase Plan as amended and
restated on May 3, 2016); and
· Registration
Statement No. 333-147714, filed with the Commission on November 29, 2007, registering 1,280,690 Common Shares issuable pursuant
to the Argonaut Group, Inc. Amended and Restated Stock Incentive Plan, the Argonaut Group, Inc. Non-Employee Director Stock
Option Plan and the Argonaut Deferred Compensation Plan for Non-Employee Directors, which represented (i) 1,045,868 Common Shares
issuable upon the exercise of stock options pursuant to grants previously made under the Argonaut Group, Inc. Amended and Restated
Stock Incentive Plan, (ii) 170,169 Common Shares issuable upon the vesting of restricted stock awards pursuant to grants previously
made under the Argonaut Group, Inc. Amended and Restated Stock Incentive Plan, (iii) 22,694 Common Shares issuable upon the
exercise of stock options granted under the Argonaut Group, Inc. Non-Employee Director Stock Option Plan and (iv) 41,959 Common
Shares issuable upon the exercise of rights to receive shares in satisfaction of the plan account balances under the Argonaut Deferred
Compensation Plan for Non-Employee Directors.
On November 16, 2023, 2023, pursuant to that certain Agreement
and Plan of Merger, dated as of February 8, 2023 (the “Merger Agreement”), by and among the Company, Brookfield Reinsurance
Ltd., a Bermuda exempted company limited by shares (“Brookfield Reinsurance”), and BNRE Bermuda Merger Sub Ltd., a Bermuda
exempted company limited by shares (“Merger Sub”), and the Statutory Merger Agreement (as defined in the Merger Agreement),
Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary
of Brookfield Reinsurance.
As a result of the transactions contemplated by the Merger Agreement,
the Company is terminating all offerings of its securities pursuant to the Registration Statements. The Company, by filing these Post-Effective
Amendments to the Registration Statements, hereby terminates the effectiveness of the Registration Statements and removes from registration
any and all securities registered but unissued and unsold under the Registration Statements as of the date hereof. This filing is made
in accordance with an undertaking in the Registration Statements to remove from registration by means of post-effective amendment any
of the securities that were registered which remain unissued and unsold at the termination of the offering.
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
these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized,
in the Parish of Pembroke, Bermuda on November 16, 2023.
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ARGO GROUP INTERNATIONAL HOLDINGS, LTD. |
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By: |
/s/ Allison Kiene |
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Name: Allison Kiene |
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Title: General Counsel and Secretary |
No other person is required to sign these Post-Effective Amendments
to the Registration Statements in reliance on Rule 478 under the Securities Act of 1933, as amended.
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