- Post-Effective Amendment to Registration Statement (POS AM)
November 14 2011 - 8:00AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 14, 2011
Registration No. 333-135108
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRIMUS GUARANTY, LTD.
(Exact name of registrant as specified in its charter)
Bermuda
(State or other jurisdiction of incorporation or organization)
98-0402357
(I.R.S. Employer Identification No.)
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
(441) 296-0519
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Vincent B. Tritto, Esq.
General Counsel
Primus Asset Management, Inc.
360 Madison Avenue, 25th Floor
New York, New York 10017
(212) 697-2227
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Stephen P. Farrell, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
Fax: (212) 309-6001
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box:
o
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following box:
þ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering.
o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box.
o
If this Form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box.
o
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 definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
þ
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this
Post-Effective Amendment
) relates to the Registration
Statement of Primus Guaranty, Ltd. (the
Company
) on Form S-3 (Registration No. 333-135108), filed
with the Securities and Exchange Commission on June 16, 2006 (the
Registration Statement
), which
registered the offering of debt securities, warrants, purchase contracts, units, preferred shares,
par value $0.01 per share, depositary shares and common shares, par value $0.08 per share
(collectively, the
Securities
).
In accordance with an undertaking made by the Company in the Registration Statement to remove from
registration by means of post-effective amendment any Securities which remain unsold at the
termination of the offering, the Company hereby amends the Registration Statement to deregister any
Securities registered but unsold under the Registration Statement as of the date hereof.
SIGNATURE
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing this Post-Effective Amendment No.
1 to the Registration Statement on Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on this
10
th
day of November, 2011.
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PRIMUS GUARANTY, LTD.
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By:
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/s/ Richard Claiden
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Richard Claiden
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Chief Executive Officer
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Each person whose signature appears below constitutes and appoints each of Richard Claiden,
Christopher N. Gerosa and Vincent B. Tritto, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement and any and all other documents and instruments incidental thereto, and to
file the same, with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the
Registration Statement on Form S-3 has been signed below by the following persons in the capacities
and on the date indicated.
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Name
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Date
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Title
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/s/ Richard Claiden
Richard Claiden
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November 10, 2011
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Chief Executive
Officer
(principal
executive officer)
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/s/ Christopher N. Gerosa
Christopher N. Gerosa
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November 10, 2011
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Chief Financial
Officer and
Treasurer
(principal financial
and
principal
accounting officer)
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/s/ Michael P. Esposito, Jr.
Michael P. Esposito, Jr.
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November 10, 2011
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Director and Chairman
of the Board
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/s/ Frank P. Filipps
Frank P. Filipps
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November 10, 2011
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Director
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/s/ Thomas J. Hartlage
Thomas J. Hartlage
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November 10, 2011
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Director
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Director
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/s/ Michael M. Sullivan
Michael M. Sullivan
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November 10, 2011
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Director
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/s/ Vincent Vertin
Vincent Vertin
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November 10, 2011
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Director
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