As filed with the Securities and Exchange Commission on June 12, 2012
Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ACE LIMITED
(Exact name of registrant as specified in its charter)

 
			
SWITZERLAND	 	98-0091805	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
Baerengasse 32
Zurich, Switzerland CH-8001
(Address of principal executive offices) (zip code)

ACE Limited Employee Stock Purchase Plan
(Full title of the plan)

ACE Group Holdings, Inc.
1133 Avenue of the Americas
New York, New York 10036
Attn: Deputy General Counsel – Corporate Affairs (212) 827-4400
(Name, address and telephone number, including area code, of agent for service)

copy to
Laura D. Richman
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606

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 the definitions of “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

CALCULATION OF REGISTRATION FEE

 	 	 	
Title of Securities
to be Registered	 	Amount to be
Registered(1)	 	Proposed Maximum
Offering Price
Per Share (2)	 	Proposed Maximum
Aggregate Offering
Price (2)	 	Amount of
Registration Fee	
Common Shares	 	1,500,000	 	$71.49	 	$107,235,000	 	$12,290	

 
(1)	This registration statement shall, in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), be deemed to cover such additional common shares as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.	
(2)	Estimated solely for the purpose of computing the registration fee, pursuant to Rule 457(c) under the Securities Act on the basis of the average of the high and low prices of the Common Shares reported on the New York Stock Exchange Composite Tape on June 6, 2012.	

 

Pursuant to General Instruction E to Form S-8, the contents of ACE Limited’s (“ACE”) Registration Statements on Form S-8, File Nos. 333-134504 and 333-1404 (the “Prior Registration Statements”), is incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. This Registration Statement covers 1,500,000 common shares which, together with the 3,000,000 common shares (after giving effect to ACE’s stock split) being carried forward from ACE’s Prior Registration Statements and upon which a fee has previously been paid, constitute the 4,500,000 common shares registered for issuance under the ACE Employee Stock Purchase Plan.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which have heretofore been filed by ACE Limited (“ACE”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act of 1933 (the “Securities Act”), are incorporated by reference herein and shall be deemed to be a part hereof:
 
 	•	 	Annual Report on Form 10-K for the fiscal year ended December 31, 2011;	
 
 	•	 	Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012;	
 
 	•	 	Current Reports on Form 8-K filed January 10, 2012, February 13, 2012, March 12, 2012 and May 22, 2012; and	
 
 	•	 	Description of Common Shares included in the Registration Statement on Form 8-A/A dated August 28, 2008 filed under Section 12 of the Exchange Act (incorporating the description of Common Shares included in the Registration Statement on Form S-4/A (No. 333-150367) filed on May 29, 2008 pursuant to the Securities Act under the captions “Proposal No. 5: APPROVAL OF THE CONTINUATION—Description of Share Capital” and “—Borrowing-Issuance of Debt Securities.”).	
All documents subsequently filed by ACE pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and shall be deemed a part hereof from the date of filing of such documents.
Item 6. Indemnification Of Directors And Officers.
It is admissible under Swiss law to agree in a fiduciary agreement to hold a board member harmless for any liabilities that he is confronted with during his term of office, save for tort, gross negligence, willful intent or contradictory action with regard to legitimate instructions. Swiss law permits the company or each board member or officer individually to purchase and maintain insurance for directors, officers and auditors. The coverage of such insurances depends on the individual insurance policy.
The board members (although they may be only nominees) as well as the officers of the company are jointly and severally liable to the company, the shareholders and the creditors for damage caused by violation of their duties. Within the past few years, there has been a substantial increase of court actions against directors of Swiss companies on the basis that they neglected to supervise the management diligently.
A resolution passed at shareholders’ meeting discharging the members of the board of directors and management for statutory liability covers only matters that have been disclosed to the shareholders’ meeting and is binding only upon the company and upon shareholders that have approved the resolution. The right of the remaining shareholders to claim damages on behalf of the company expires six months after such resolution has been passed.
 
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ACE’s Articles of Association and Organizational Regulations provide that ACE will indemnify and hold harmless, to the fullest extent permitted by law, each of the members of the board of directors and officers out of ACE’s assets from and against all actions, costs, charges, losses, damages and expenses which they or any of them may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty on behalf of ACE; provided that this indemnity shall not extend to any matter in which any of said persons is found, in a final judgment or decree not subject to appeal, to have committed fraud or dishonesty. Without limiting the foregoing, ACE shall advance court costs and attorney’s fees to the members of the board of directors and officers, except in cases where ACE itself is the plaintiff. ACE may however recover such advanced cost if a court holds that the member of the board of directors or the officer in question has breached relevant duties.
ACE has also entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements are in furtherance of ACE’s Articles of Association, which require ACE to indemnify its directors and officers to the fullest extent permitted by law. The indemnification agreements provide for indemnification arising out of specified indemnifiable events and provide for advancement of expenses. The indemnification agreements set forth procedures relating to indemnification claims.
Swiss law permits a company and each board member or officer individually to purchase and maintain insurance for directors, officers and auditors. ACE maintains directors’ and officers’ insurance for its directors and officers.
Directors and officers of ACE are also provided with indemnification against certain liabilities pursuant to a directors’ and officers’ liability insurance policy. Coverage is afforded for any loss that the insureds become legally obligated to pay by reason of any claim or claims first made against the insureds or any of them during the policy period from any wrongful acts that are actually or allegedly caused, committed or attempted by the insureds prior to the end of the policy period. Wrongful acts are defined as any actual or alleged error, misstatement, misleading statement or act, omission, neglect or breach of duty by the insureds while acting in their individual or collective capacities as directors or officers of ACE, or any other matter claimed against them by reason of their being directors or officers of ACE. Certain of ACE’s directors may also be provided by their employer with indemnification against certain liabilities incurred as directors of ACE.
Item 8. Exhibits.
See Exhibit Index which is incorporated herein by reference.
Item 9. Undertakings.
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 of 1933;	
 
 	(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 a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;	
 
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 	(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)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in 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 in the registration statement.
 
 	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, 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 that remain unsold at the termination of the offering.	
 
 	(4)	That, for the purpose of determining liability under the Securities Act to any purchaser:	
 
 	(i)	If the registrant is relying on Rule 430B:	
 
 	(A)	Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and	
 
 	(B)	Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of this registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date; or	
 
 	(ii)	If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A shall be deemed to be part of and included in this registration statement as of the date it is first used after effectiveness. Provided , however , that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such date of first use.	
 
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 	(5)	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:	
 
 	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;	
 
 	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;	
 
 	(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and	
 
 	(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.	
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 directors, 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 of 1933 and will be governed by the final adjudication of such issue.
 
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SIGNATURES
Each person whose signature appears below constitutes and appoints, Evan G. Greenberg, Philip V. Bancroft and Robert F. Cusumano and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, full to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 Zurich, Switzerland on June 12, 2012.

ACE Limited	
		
By: 	 	/s/ Evan G. Greenberg	
Its:	 	Chairman, President, Chief Executive Officer    	
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	  	Title	 	Date	
			
/s/ Evan G. Greenberg	  	Chairman, President, Chief Executive	 	June 12, 2012    	
Evan G. Greenberg	  	Officer; Director	 		
			
/s/ Philip V. Bancroft	  	Chief Financial Officer	 	June 12, 2012	
Philip V. Bancroft	  	(Principal Financial Officer)	 		
			
/s/ Paul B. Medini	  	Chief Accounting Officer	 	June 12, 2012	
Paul B. Medini	  	(Principal Accounting Officer)	 		
			
/s/ Michael G. Atieh	  	Director	 	June 12, 2012	
Michael G. Atieh	  		 		
			
/s/ Mary A. Cirillo	  	Director	 	June 12, 2012	
Mary A. Cirillo	  		 		
 
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Signature	  	Title	 	Date	
			
/s/ Michael P. Connors	  	Director	 	June 12, 2012	
Michael P. Connors	  		 		
			
/s/ Robert M. Hernandez	  	Director	 	June 12, 2012        	
Robert M. Hernandez	  		 		
			
/s/ Peter Menikoff	  	Director	 	June 12, 2012	
Peter Menikoff	  		 		
			
/s/ Leo F. Mullin	  	Director	 	June 12, 2012	
Leo F. Mullin	  		 		
			
/s/ Thomas J. Neff	  	Director	 	June 12, 2012	
Thomas J. Neff	  		 		
			
/s/ Robert Ripp	  	Director	 	June 12, 2012	
Robert Ripp	  		 		
			
/s/ Eugene B. Shanks, Jr.	  	Director	 	June 12, 2012	
Eugene B. Shanks, Jr.	  		 		
			
/s/ Theodore E. Shasta	  	Director	 	June 12, 2012	
Theodore E. Shasta	  		 		
			
/s/ Olivier Steimer	  	Director	 	June 12, 2012	
Olivier Steimer	  		 		
 
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the undersigned as the duly authorized representative of ACE Limited in the United States.

/s/ Evan G. Greenberg	
Evan G. Greenberg	
Date: June 12, 2012
 
S-8

EXHIBIT INDEX

Exhibit
Number	  	Description of Document	
4.1	  	Articles of Association of ACE Limited (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 22, 2012)	
		
4.2	  	Organizational Regulations of ACE Limited (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on August 15, 2011)	
		
4.3	  	Specimen certificate representing Common Shares (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on July 18, 2008)	
		
4.4	  	ACE Limited Employee Stock Purchase Plan (as amended through the Fourth Amendment thereof) (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 22, 2012)	
		
5.1	  	Opinion of Niederer Kraft & Frey AG as to the legality of the Common Shares	
		
23.1	  	Consent of PricewaterhouseCoopers LLP	
		
23.2	  	Consent of Niederer Kraft & Frey AG (included in Exhibit 5.1)	
		
24.1	  	Powers of Attorney (included in signature pages)	
 
E-1

Exhibit 5.1
Via Email and Courier
ACE Limited
Baerengasse 32
CH-8001 Zurich
Switzerland
June 12, 2012
PHH 29620
ACE Limited (the “Company”) - Form S-8 Registration Statement regarding the ACE Limited Employee Stock Purchase Plan
Ladies and Gentlemen:
We have been asked to render this opinion in our capacity as Swiss counsel to the Company in connection with the filing of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended with the United States Securities and Exchange Commission for up to 1,500,000 registered shares of CHF 30.27 par value each to be issued out of the Company’s conditional share capital pursuant to the Company’s Employee Stock Purchase Plan (the “ Plan ”).
 
I.	D OCUMENTS R EVIEWED	
For the purpose of this opinion we have only reviewed and relied on copies of the following documents:
 
a.	a certified extract from the Commercial Register of the Canton of Zurich regarding the Company certified as of June 6, 2012 (the “ Extract ”); and	

 
b.	a copy of the notarised articles of association ( Statuten ) of the Company in their version of June, 2012 (the “ Articles of Association ”);	
 
c.	a copy minutes (the “ Minutes ”) of the meeting of the Board of Directors of the Company held on February 22/23, 2012, stating that the Board of Directors has resolved to reserve up to 1,500,000 Shares (as defined below) under the conditional share capital reserved in Article 5 of the Articles of Association for employee benefit plans (the “Conditional Share Capital”) for the purposes of the Plan.	
 
II.	S COPE AND A SSUMPTIONS	
This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof as currently applied by Swiss courts. In the absence of explicit statutory law or established case law, we base our opinion solely on our independent professional judgment.
We express no opinion on the laws of any other jurisdiction. The opinions given in this opinion are strictly limited to the matters stated in section III. and do not extend, by implication or otherwise, to any agreement or document referred to in the Registration Statement or any other matter.
The opinions given herein are made on the basis of the following assumptions:
 
i.	We have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document.	
 
ii.	The purchase entitlements under the Plan constitute options to acquire Shares.	
 
iii.	If and to the extent the Shares are to be issued out of the Conditional Share Capital for the purposes of the Plan such Shares can and will be (a) issued and (b) fully paid up in cash in compliance with the laws of Switzerland.	
 
iv.	There are no intervening changes to the Articles of Association), the Extract or the laws of Switzerland or any other relevant matter.	
 
v.	There is nothing under any law (other than the law of Switzerland) which would or might affect the opinions hereinafter appearing.	
 
III.	O PINIONS	
Based upon the foregoing, in reliance thereon, and subject to the limitations and assumptions referred to above (II.) and the qualifications set out below (IV.), we are of the following opinion:
 
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1.	ACE Limited is as a corporation ( Aktiengesellschaft ) duly existing under the laws of Switzerland. Pursuant to the Extract its current share capital amounts to CHF 10’377’537’111.24 divided into 342’832’412 registered shares of CHF 30.27 par value each.	
 
2.	The Conditional Share Capital provides the Company with the authority to issue up to 25,410,929 registered shares of CHF 30.27 par value each (the “ Shares ”) without further shareholder approval in connection with the Plan. If and to the extent the Shares are to be created out of the Conditional Share Capital such Shares will, when issued, be validly issued and paid-up to their nominal value. The shareholders of the Company will have no personal liability to pay the Shares up to their nominal value in their capacity as shareholders of the Company.	
 
IV.	Q UALIFICATIONS	
This opinion is subject to the following qualifications:
 
a.	The opinions set out above are subject to applicable bankruptcy, insolvency, reorganisation, liquidation, moratorium, civil procedure and other similar laws and regulations as applicable to creditors, debtors, claimants and defendants generally as well as principles of equity (good faith) and the absence of a misuse of rights.	
 
b.	Our opinions expressed herein are limited solely to the laws of Switzerland and we express no opinion herein concerning the laws of any other jurisdiction.	
 
c.	We express no opinion as to the accuracy or completeness of the information set out in the registration statement.	
 
d.	We express no opinion as to insurance regulatory matters or as to any commercial, accounting, calculating, auditing or other non-legal matters. Also, we express no opinion as to tax matters.	
 
e.	The opinions expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.	
In this legal opinion, Swiss legal concepts are expressed in English terms and not in their original German language; the concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions; this legal opinion may, therefore, only be relied upon under the express condition that any issues of interpretation or liability arising hereunder will be governed by Swiss law and be subject to the exclusive jurisdiction of the Commercial Court of the Canton of Zurich ( Handelsgericht des Kantons Zürich ), Switzerland, venue being Zurich 1.
This legal opinion is rendered solely for the purpose of the transactions herein referred to. It may not be used, circulated, quoted, referred to or relied upon for any other purpose without our written consent in each instance. We hereby consent to the filing of this legal opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of
 
3

 
persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. This legal opinion is strictly limited to the matters stated in it and does not apply by implication to other matters.
Yours sincerely,
Niederer Kraft & Frey AG
Philipp Haas
 
4

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 24, 2012 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in ACE Limited’s Annual Report on Form 10-K for the year ended December 31, 2011.
PricewaterhouseCoopers LLP
Philadelphia, PA
June 12, 2012