As filed with the Securities and Exchange Commission on January 24, 2005
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SCOR
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(Exact Name of Registrant as Specified in its Charter)
N/A
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(Translation of Registrant's Name into English)
The Republic of France Not Applicable
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(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
1, Avenue du General de Gaulle
92074 Paris-La Defense Cedex, France
(Address of Principal Executive Offices)
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SPECIFIC STOCK OPTIONS PLAN FOR THE SUBSCRIPTION
OF SHARES TO BE ISSUED, DATED AUGUST 25, 2005
(Full Titles of the Plan)
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Maxine Verne, Esq. Please send copies of all
SCOR U.S. Corporation communications to:
199 Water Street Scott R. Saks, Esq.
New York, New York 10038-3526 Paul, Hastings, Janofsky & Walker LLP
(212) 884-9003 30 Avenue de Messine
(Name, Address and Telephone Number 75008 Paris, France
of Agent For Service) +33 1 42 99 04 50
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Maximum Proposed Amount of
Securities to Registered(2) Offering Price Per Maximum Registration
be Registered(1) Share(3) Aggregate Fee(3)
Offering
Price(3)
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Ordinary Shares 550,000 $1. 49 ((euro)1.14) $819,500 $96.46
of SCOR, no par
value
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(1) American Depositary Receipts evidencing American Depositary
Shares issuable on deposit of the Ordinary Shares have been
registered pursuant to separate Registration Statements on
Form F-6 (Registration Nos. 333-05684; 333-112953). Each
American Depositary Share represents one Ordinary Share.
(2) Consists of Ordinary Shares which will be deliverable pursuant
to the exercise of stock options granted under the Specific
Stock Options Plan for the Subscription of Shares to be
Issued, dated August 25, 2005, of SCOR (the "Plan"). The
amount being registered also includes an indeterminate number
of Ordinary Shares which may be offered as a result of stock
splits, stock dividends and anti-dilution provisions and other
terms, in accordance with Rule 416 under the Securities Act of
1933, as amended.
(3) Pursuant to Rule 457(h)(1) of the Securities Act of 1933, as
amended, the proposed maximum offering price per share,
maximum aggregate offering price and amount of the
registration fee have been computed on the basis of (euro)
1.14, the exercise price of options pursuant to which the
Ordinary Shares may be issued, converted to U.S. dollars at a
rate of $1.3049 per (euro)1.00, the Federal Reserve Bank of
New York Noon Buying Rate on January 21, 2005.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plans covered
by this Registration Statement as required by Rule 428(b). These documents and
the documents incorporated herein by reference pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act. Such documents are not
being filed with the Securities and Exchange Commission (the "Commission") as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424(b) under the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The Commission allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this Registration Statement, and later information
that we file with the Commission will automatically update and supersede this
information. The documents listed below have been filed with or furnished to the
Commission by SCOR, and are incorporated herein by reference:
o SCOR's Annual Report on Form 20-F/A for the fiscal year ended
December 31, 2003, filed with the Commission on October 20,
2004 (File No. 001-14518);
o SCOR's Report on Form 6-K, dated December 22, 2004 (File No.
001-14518); and
o The description of Ordinary Shares and American Depositary
Shares contained in the Registration Statement on Form 8-A,
dated October 1, 1996 (File No. 001-14518), as such
description has been amended by Amendments 1 and 2 on Form
8-A/A filed with the Commission on December 12, 2003 and May
18, 2004, and including any other amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by SCOR pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 and, to the extent
designated therein, certain reports on Form 6-K filed or furnished by SCOR,
prior to the filing of a post-effective amendment that indicates that all the
Ordinary Shares and/or American Depositary Shares offered hereby have been sold
or that deregisters all Ordinary Shares and/or American Depositary Shares then
remaining unsold, shall be deemed to be incorporated by reference into, and to
be a part of, this Registration Statement from the date of filing or furnishing
of those documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed or furnished
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
The validity of the Ordinary Shares will be passed upon for us by
Emmanuelle Rousseau, our General Counsel. Ms. Rousseau is a full time employee
of SCOR and is eligible to participate in certain of our employee benefit plans
and receive Ordinary Shares thereunder. Ms. Rousseau currently holds less than
0.01% of our outstanding Ordinary Shares.
ITEM 6. Indemnification of Directors and Officers
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French law prohibits the registrant from entering into indemnification
agreements with its directors and officers providing for limitations on personal
liability for damages and other costs and expenses that may be incurred by
directors and officers arising out of or related to acts or omissions in such
capacity. French law also prohibits the registrant from providing for limitation
of liability of a member of the board of directors. Generally, under French law,
directors and officers will not be held personally liable for decisions taken
diligently and in the corporate interest of the registrant.
The registrant has contracted liability insurance for its directors and
officers and for all the directors and officers of its subsidiaries.
ITEM 7. Exemption From Registration Claimed
Not applicable.
ITEM 8. Exhibits
4.1 Specific Stock Options Plan for the Subscription of Shares to
be Issued, dated August 25, 2004
4.2 Form of Grant Letter
4.3 Translation from French into English of SCOR's Memorandum and
Articles of Association, as last amended on May 18, 2004
(incorporated by reference to Exhibit 1 of SCOR's Annual
Report on Form 20-F/A for the year ended December 31, 2003
(File No. 001-14518))
4.4 Form of Deposit Agreement, dated as of October 8, 1996, as
amended and restated as of December 1, 2003, among SCOR, The
Bank of New York as Depositary, and all Owners and Beneficial
Owners from time to time of American Depositary Receipts
issued thereunder (incorporated by reference to Exhibit (a) of
SCOR's Registration Statement on Form F-6 filed with the
Commission on February 19, 2004 (File No. 333-112953))
5.1 Opinion of the SCOR General Counsel
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of the SCOR General Counsel (contained in Exhibit 5.1)
24 Power of Attorney (included on signature page)
ITEM 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
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(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in the 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 prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference into the registration
statement.
(2) 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.
(3) 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.
(b) The undersigned registrant hereby undertakes 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
(c) 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 foregoing provisions, 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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SIGNATURES AND POWER OF ATTORNEY
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 this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Paris and the Republic of France, on this 21st day
of January, 2005.
SCOR
By: /s/ Denis Kessler
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Denis Kessler
Chairman and Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Denis Kessler, Patrick Thourot,
Christophe Le Bars and Emmanuelle Rousseau and each of them, jointly and
severally, the undersigned's true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, in the undersigned's name
and in the capacity indicated below, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting to such
attorneys-in-fact and agents, and each of them, full power and authority to do
all other acts and things requisite or necessary to be done, and to execute all
such other documents as they, or any of them, may deem necessary or desirable in
connection with the foregoing, as fully as the undersigned might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact,
or the undersigned's substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
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/s/ Denis Kessler Chairman and Chief Executive January 21, 2005
---------------------------- Officer (Principal Executive
Denis Kessler Officer)
/s/ Marcel Kahn Chief Financial Officer January 21, 2005
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Marcel Kahn
/s/ Aymeric Oudin Principal Accounting Officer January 21, 2005
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Aymeric Oudin
Director
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Michele Aronvald
/s/ Helman le Pas de Secheval Director January 21, 2005
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Helman le Pas de Secheval
/s/ Antonio Borges Director January 21, 2005
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Antonio Borges
Director
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Allan Chapin, Esq.
/s/ Daniel Havis Director January 21, 2005
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Daniel Havis
/s/ Yvon Lamontagne Director January 21, 2005
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Yvon Lamontagne
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Director
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Daniel Lebegue
/s/ Andre Levy-Lang Director January 21, 2005
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Andre Levy-Lang
/s/ Herbert Schimetschek Director January 21, 2005
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Herbert Schimetschek
/s/ Jean-Claude Seys Director January 21, 2005
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Jean-Claude Seys
/s/ Jean Simmonet Director January 21, 2005
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Jean Simmonet
/s/ Claude Tendil Director January 21, 2005
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Claude Tendil
/s/ Daniel Valot Director January 21, 2005
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Daniel Valot
/s/ Carlo Acutis Director January 21, 2005
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Carlo Acutis
SCOR U.S. CORPORATION January 21, 2005
Authorized U.S. Representative
/s/ Maxine Verne
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Maxine Verne
Senior Vice President, General
Counsel and Corporate Secretary
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EXHIBIT INDEX
4.1 Specific Stock Options Plan for the
Subscription of Shares to be Issued,
dated August 25, 2004................... Filed electronically herewith.
4.2 Form of Grant Letter.................... Filed electronically herewith.
4.3 Translation from French into English of
SCOR's Memorandum and Articles of
Association, as last amended on May 18,
2004 (incorporated by reference to
Exhibit 1 SCOR's Annual Report on Form
20-F/A for the year ended December 31,
2003 (File No. 001-14518)).............. Incorporated by reference.
4.4 Form of Deposit Agreement, dated as of
October 8, 1996, as amended and restated
as of December 1, 2003, among SCOR, The
Bank of New York as Depositary, and all
Owners and Beneficial Owners from time
to time of American Depositary Receipts
issued thereunder (incorporated by
reference to Exhibit (a) of SCOR's
Registration Statement on Form F-6 filed
with the Commission on February 19, 2004
(File No. 333-112953)).................. Incorporated by reference.
5.1 Opinion of the SCOR General Counsel..... Filed electronically herewith.
23.1 Consent of Independent Registered Public
Accounting Firm......................... Filed electronically herewith.
23.2 Consent of the SCOR General Counsel..... Contained in Exhibit 5.1.
24 Power of Attorney....................... Included in signature pages.