S-8 POS 1 d269137ds8pos.htm FORM S-8 POS Form S-8 POS

As filed with the Securities and Exchange Commission on December 30, 2011

Registration No. 333-121427





Washington, D.C. 20549












(Exact name of registrant as specified in its charter)




Bermuda   98-0402357
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)


Clarendon House

2 Church Street

Hamilton HM 11, Bermuda

(Address of Principal Executive Offices)

Primus Guaranty, Ltd. 2002 Stock Incentive Plan

Primus Guaranty, Ltd. 2004 Stock Incentive Plan

Written Compensation Agreements with Certain Employees

Vincent B. Tritto, Esq.

General Counsel

Primus Asset Management, Inc.

360 Madison Avenue, 25th Floor

New York, New York 10017

(Name and address of agent for service)

(212) 697-2227

(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



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:


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






This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement of Primus Guaranty, Ltd. (the “Company”) on Form S-8 (Registration No. 333-121427), filed with the Securities and Exchange Commission on December 17, 2004 (the “Registration Statement”), which registered the offering of common shares, $0.08 par value (“Common Shares”), subject to options and restricted share units granted under the 2002 Stock Incentive Plan, Common Shares granted under the 2004 Stock Incentive Plan, Common Shares subject to options, performance shares and deferred shares granted under the 2004 Stock Incentive Plan, Common Shares reserved for the future grant of options and other equity awards under the 2004 Stock Incentive Plan, Common Shares subject to restricted share units granted under written compensation agreements and Common Shares granted under written compensation agreements (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.


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-8 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 30th day of December, 2011.


By:   /s/ Richard Claiden
  Richard Claiden
  Chief Executive Officer

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-8 has been signed below by the following persons in the capacities and on the date indicated.







/s/ Richard Claiden             

   December 30, 2011    Chief Executive Officer

Richard Claiden

      (principal executive officer)


/s/ Christopher N. Gerosa             

   December 30, 2011    Chief Financial Officer and Treasurer

Christopher N. Gerosa

      (principal financial and principal accounting officer)


/s/ Michael P. Esposito, Jr.             

   December 30, 2011    Director and Chairman of the Board

Michael P. Esposito, Jr.



/s/ Frank P. Filipps             

   December 30, 2011    Director

Frank P. Filipps



/s/ Thomas J. Hartlage             

   December 30, 2011    Director

Thomas J. Hartlage



/s/ James H. MacNaughton             

   December 30, 2011    Director

James H. MacNaughton



/s/ Michael M. Sullivan             

   December 30, 2011    Director

Michael M. Sullivan



/s/ Vincent Vertin             

   December 30, 2011    Director

Vincent Vertin