England and Wales (State or Other Jurisdiction of Incorporation or Organization) | None (I.R.S. Employer Identification No.) |
85 Fleet Street Reuters Group PLC Discretionary Stock Option Plan |
Nancy C. Gardner Reuters America Inc. 1700 Broadway New York, NY 10019 (Name and Address of Agent for Service) (212) 603-3300 (Telephone Number, Including Area Code, of Agent for Service) | Please send copies of all communications to: John O’Connor Sullivan & Cromwell St. Olave’s House 9a Ironmonger Lane London EC2V 8EY, England 011-44-20-7710-6515 |
CALCULATION OF REGISTRATION FEE |
Title of Securities to be Registered | Amount to be Registered(2) | Proposed Maximum Offering Price Per Share(3) | Proposed Maximum Aggregate Offering Price(3) | Amount of Registration Fee | |||||
---|---|---|---|---|---|---|---|---|---|
Ordinary Shares, nominal value 25 pence per share(1) | 20,000,000 | $13.07 | $261,334,800 | $65,334 | |||||
(1) | American Depositary Receipts evidencing American Depositary Shares (“ADSs”) issuable on deposit of the Ordinary Shares, nominal value 25 pence per share (the “Ordinary Shares”), of Reuters Group PLC (the “Registrant”) have been registered pursuant to a separate Registration Statement on Form F-6 (No. 333-8386) filed with the Commission on February 26, 1998. Each American Depositary Share represents six Ordinary Shares. |
(2) | The number of Ordinary Shares being registered represents the estimated maximum aggregate number issuable to employees in the United States pursuant to the Discretionary Stock Option Plan. |
This Registration Statement on Form S-8 shall also cover any additional Ordinary Shares which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding Ordinary Shares of the Registrant. |
(3) | In accordance with Rule 457(h), the proposed maximum offering price per share has been calculated pursuant to Rule 457(c). The translation of the ordinary share price on March 16, 2001 on the London Stock Exchange from 9.16 pounds Sterling into US dollars has been made at the noon buying rate on March 16, 2001 of £1=$1.4265. The resulting proposed maximum offering price per share, $13.06674, has been multiplied by the amount of shares to be registered to obtain the proposed maximum aggregate offering price of $261,334,000. |
Not applicable. |
Item 5. Interests of Named Experts and Counsel. |
None. |
(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; |
(ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in 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; |
2 |
(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 the Commission by the Registrant pursuant to Section 13 or 15 (d) of the Exchange Act that are incorporated by reference in this Registration Statement. |
(2) That, for purposes 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 Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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 the 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 question has already been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of 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. [Signature Pages Follow]3 |
Reuters Group PLC (Registrant) By: /s/ DAVID JOHN GRIGSON ———————————— David John Grigson Finance Director |
SIGNATURE | TITLE | |
---|---|---|
/s/ SIR CHRISTOPHER ANTHONY HOGG —————————————————— Sir Christopher Anthony Hogg | Chairman and Director | |
/s/ PETER JAMES DENTON JOB —————————————————— Peter James Denton Job | Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ THOMAS HENRY GLOCER —————————————————— Thomas Henry Glocer | Chief Executive Officer Designate and Director | |
/s/ DAVID JOHN GRIGSON —————————————————— David John Grigson | Finance Director and Director (Principal Financial and Accounting Officer) | |
—————————————————— Sir John Anthony Craven | Director | |
/s/ PHILIP NEVILL GREEN —————————————————— Philip Nevill Green | Director | |
—————————————————— Edward Kozel | Director | |
/s/ DENNIS MALAMATINAS —————————————————— Dennis Malamatinas | Director | |
—————————————————— Jean-Claude Marchand | Director | |
POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints David John Grigson (with full power to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act, and any rules, regulations and requirements of the Commission in connection with the Registration Statement, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as an Officer, Director or Authorized Representative in the United States or in any other capacity with respect to this Registration Statement, and with respect to any and all amendments, including post-effective amendments, to this Registration Statement and to any and all instruments and documents filed as part of or in connection with this Registration Statement and all amendments thereto, including post-effective amendments. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following in the capacities indicated as of this 20th day of March, 2001. |
SIGNATURE | TITLE | |
---|---|---|
—————————————————— Roberto G. Mendoza | Director | |
/s/ RICHARD LAKE OLVER —————————————————— Richard Lake Olver | Director | |
/s/ ROBERT OSCAR ROWLEY —————————————————— Robert Oscar Rowley | Director | |
/s/ CHARLES JAMES FRANCIS SINCLAIR —————————————————— Charles James Francis Sinclair | Director | |
/s/ IAN CHARLES STRACHAN —————————————————— Ian Charles Strachan | Director | |
/s/ NANCY C. GARDNER —————————————————— Nancy C. Gardner | Authorized U.S. Representative |
EXHIBIT INDEX |
Exhibit Number | Description |
4.1 | Memorandum and Articles of Association of the Registrant as in effect on the date hereof (incorporated by reference from Exhibit 1.1 to the 2000 Annual Report filed with the Commission on March 13, 2001) |
4.2 | Deposit Agreement among the Registrant and Morgan Guaranty Trust Company of New York, as Depositary and the holders from time to time of the American Depositary Receipts issued there under, including the form of American Depositary Receipt (incorporated by reference from Form F-6 (No. 333-8386) filed with the Commission on February 26, 1998) |
4.3 | Rules of the Reuters Group PLC Discretionary Stock Option Plan |
5.1 | Opinion of Slaughter and May as to the legality of the Ordinary Shares |
23.1 | Consent of PricewaterhouseCoopers, independent accountants |
24 | Power of Attorney (included in signature pages) |