I.
|
Form
F-N shall be filed with the Commission in connection with the filing of a
registration statement under the Securities Act of 1933
by:
|
1.
|
a
foreign issuer that is a foreign bank or foreign insurance company
excepted from the definition of an investment company by rule 3a-6 [17 CFR
270.3a-6] under the Investment Company Act of 1940 (the “1940
Act”);
|
|
2.
|
a
foreign issuer that is a finance subsidiary of a foreign bank or foreign
insurance company, as those terms are defined in rule 3a-6 under the 1940
Act, if such finance subsidiary is excepted from the definition of
investment company by rule 3a-5 [17 CFR 270.3a-5] under the 1940 Act;
or
|
|
3.
|
a
foreign issuer that is excepted from the definition of investment company
by rule 3a-1 [17 CFR 270.3a-1] under the 1940 Act because some or all of
its majority-owned subsidiaries are foreign banks or foreign insurance
companies excepted from the definition of investment company by rule 3a-6
under the 1940 Act.
|
II.
|
Notwithstanding
paragraph (I), the following foreign issuers are not required to file Form
F-N:
|
1.
|
a
foreign issuer that has filed Form F-X [17 CFR 239.42] under the
Securities Act of 1933 with the Commission with respect to the securities
being offered; and
|
|
2.
|
a
foreign issuer filing a registration statement relating to debt securities
or non-voting preferred stock that has on file with the Commission a
currently accurate Form N-6C9 [17 CFR 274.304, rescinded] under the 1940
Act.
|
III.
|
Six
copies of the Form F-N, one of which shall be manually signed, shall be
filed with the Commission at its principal office. A Form F-N filed in
connection with any other Commission form should not be bound together
with or be included only as an exhibit to, such other
form.
|
A.
|
Name of issuer or person filing (“Filer”): |
Flagstone
Reinsurance Holdings Limited
|
||
B.
|
This
is (select one):
|
|||
ý an
original filing for the Filer
|
||||
¨ an
amended filing for the Filer
|
C.
|
Identify
the filing in conjunction with which this Form is being
filed:
|
Name
of registrant
|
Flagstone
Reinsurance Holdings Limited
|
Form
type
|
S-8
|
File
Number (if known)
|
333-153348
|
Filed
by
|
Flagstone
Reinsurance Holdings Limited
|
Date
Filed (if filed concurrently, so indicate)
|
09/05/08
|
D.
|
The
Filer is incorporated or organized under the laws of (Name of the
jurisdiction under whose laws the filer is organized or
incorporated)
|
||
Bermuda
|
and
has its principal place of business at (Address in full and telephone
number)
|
|||
23
Church Street, Hamilton HM 11, Bermuda, Telephone: (441)
278-4300
|
E.
|
The
Filer designates and appoints (Name of United States person serving as
agent)
|
CT
Corporation System
|
(“Agent”)
located at (Address in full in the United States and telephone
number)
|
111
Eighth Avenue; 13th
Floor, New York, New York 10011; Telephone: (212) 590-9331
|
as
the agent of the Filer upon whom may be served any process, pleadings,
|
|||
subpoenas, or other papers in: |
(a)
|
any
investigation or administrative proceeding conducted by the Commission,
and
|
|||
(b)
|
any
civil suit or action brought against the Filer or to which the Filer has
been joined as defendant or respondent, in any appropriate court in any
place subject to the jurisdiction of any state or of the United States or
any of its territories or possessions or of the District of
Columbia,
|
|||
arising out of or based on any offering made or purported to be made in connection with the securities registered by the Filer on Form S-8 filed on September 5, 2008 or any purchases or sales of any security in connection therewith. The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that service of an administrative subpoena shall be effected by service upon, such agent for service of process, and that the service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made. |
F.
|
Each
person filing this Form stipulates and agrees to appoint a successor agent
for service of process and file an amended Form F-N if the Filer
discharges the Agent or the Agent is unwilling or unable to accept service
on behalf of the Filer at any time until six years have elapsed from the
date of the Filer’s last registration statement or report, or amendment to
any such registration statement or report, filed with the Commission under
the Securities Act of 1933 or Securities Exchange Act of 1934. Filer
further undertakes to advise the Commission promptly of any change to the
Agent’s name or address during the applicable period by amendment of this
Form referencing the file number of the relevant registration form in
conjunction with which the amendment is being filed.
|
||
G.
|
Each
person filing this form undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission
staff, information relating to the securities registered pursuant to the
form referenced in paragraph E or transactions in said
securities.
|
||
The
Filer certifies that it has duly caused this power of attorney, consent,
stipulation and agreement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the
|
City
of
|
Hamilton
|
Country
of
|
Bermuda
|
this
|
5th
|
day
|
September
|
2008
A.D.
|
Filer:
|
By
(Signature and Title):
|
/s/
|
James
O'Shaughnessy
Chief
Financial Officer
|
Flagstone
Reinsurance Holdings Limited
|
CT Corporation Sytem | |||
(Signature) | /s/ Barbara Burke | ||
(Title) | Special Assistant Secretary | ||
(Date) | August 22, 2008 |
Instructions
|
1.
|
The
power of attorney, consent, stipulation and agreement shall be signed by
the Filer and its authorized Agent in the United
States.
|
|||
2.
|
The
name of each person who signs Form F-N shall be typed or printed beneath
his signature. Where any name is signed pursuant to a board resolution, a
certified copy of the resolution shall be filed with each copy of the
Form. If any name is signed pursuant to a power of attorney, a
manually signed copy of each power of attorney shall be filed with each
copy of the Form.
|