As filed with the Securities and Exchange Commission on June 10, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Willis Towers Watson Public Limited Company
(Exact name of registrant as specified in its charter)
c/o Willis Group Limited
51 Lime Street, London, EC3M 7DQ, England and Wales
(Address, including Zip Code, of Principal Executive Offices)
Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan
Willis Towers Watson Public Limited Company Amended and Restated 2010 North American Employee
Stock Purchase Plan
(Full title of the plan)
Matthew S. Furman, Esq.
General Counsel
Willis Towers Watson Public Limited Company
Brookfield Place
200 Liberty Street, 7th Floor
New York, NY 10281
(212) 915-8249
(Name, address and telephone number, including area code, of agent for service)
with copies to:
Michael J. Aiello, Esq.
P.J. Himelfarb, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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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 | ||||
Ordinary Shares, $0.000304635 par value per share, issuable pursuant to equity awards granted under the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan | 10,750,000 | $128.65 | $1,382,987,500.00 | $139,266.84 | ||||
Ordinary Shares, $0.000304635 par value per share, issuable pursuant to purchases under the Willis Towers Watson Public Limited Company Amended and Restated 2010 North American Employee Stock Purchase Plan | 1,000,000 | $128.65 | $128,650,000 | $12,955.06 | ||||
Total | 11,750,000 | $152,221.90 | ||||||
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares, $0.000304635 nominal value per share (“Ordinary Shares”) of Willis Towers Watson Public Limited Company (the “Registrant”) that become issuable in respect of the shares identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the Registrant’s outstanding Ordinary Shares. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 (c) and (h) under the Securities Act. The offering price per share and aggregate offering price are based upon $128.65, which is the average of the high and low prices per Ordinary Share as reported on the NASDAQ Stock Market on June 7, 2016. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) of Willis Towers Watson Public Limited Company (the “Registrant”) is being filed pursuant to General Instruction E of Form S-8 in connection with the registration of an additional 11,750,000 ordinary shares of the Registrant, $0.000304635 nominal value per share (the “Ordinary Shares”), which includes 10,750,000 Ordinary Shares that may be issued pursuant to Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan (the “2012 Plan”) and 1,000,000 Ordinary Shares that may be issued pursuant to the Willis Towers Watson Public Limited Company Amended and Restated 2010 North American Employee Stock Purchase Plan (the “ESPP”). These Ordinary Shares are additional securities of the same class as other securities for which previous Registration Statements on Form S-8 were filed with the United States Securities and Exchange Commission (the “Commission”) on May 4, 2012 and July 29, 2014 with respect to the 2012 Plan and on October 15, 2010 with respect to the ESPP.
The information contained in the Registration Statements on Form S-8 originally filed by the Registrant with the Commission (File Nos. 33-181150, 33-197706 and 333-169961), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), are incorporated by reference into this Registration Statement.
The Board of Directors of the Registrant approved the 2012 Plan and the ESPP, in each case, as amended and restated, on April 21, 2016, and the Plan and the ESPP were approved by the Registrant’s shareholders on June 10, 2016.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the employee benefit plan information required by Item 1 of Form S-8 and the statement of availability of registrant information and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The Registrant will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant will furnish to the Commission or its staff a copy of any or all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed with the Commission by the Company are incorporated herein by reference:
| a) | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 29, 2016 (which excludes Item 8 of Part II). |
| b) | The Company’s Current Report on Form 8-K, filed on March 10, 2016 (which includes information that replaces and supersedes Item 8 of Part II of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 29, 2016). |
| c) | All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above (File No. 001-16503).* |
| d) | The description of the Registrant’s share capital contained in its Registration Statement on Form 8-A filed with the Commission on January 5, 2016. |
| * | Any report (or portion thereof) “furnished” on Form 8-K shall not be incorporated by reference. |
In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated by reference in this Registration Statement 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 subsequently filed document that is also 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. Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference in this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
The Registrant’s articles of association (“Articles”) provide that, subject to applicable law, the Registrant shall indemnify its directors and officers against all liabilities, loss, damage or expense incurred or suffered by such person as a director or officer. The Articles further provide that such indemnified persons shall be indemnified out of the funds of the Registrant against all liabilities incurred or suffered in defending any proceedings, whether civil or criminal, in which judgment is given in a director’s or officer’s favor, he is acquitted, or in respect of any application under the Irish Companies Act, 2014 (the “Irish Companies Act”) in which relief from liability is granted to him. The Articles also require the Registrant, subject to applicable law, to pay expenses incurred by a director or officer in defending any civil or criminal action or proceeding in advance of the final disposition of any such action or proceeding, provided that the indemnified person undertakes to repay the Registrant such amount if it is ultimately determined that such person was not entitled to indemnification. With regard to the Registrant’s indemnification of its directors and its secretary, the Irish Companies Act prescribes that an Irish company may only indemnify an officer for liability attaching to that officer which does not involve negligence, default, breach of duty or breach of trust and any liability incurred by an officer in respect of proceedings in which judgment is given in his favor or in which he is acquitted or where the court has granted relief, wholly or partially, on the basis that he has acted honestly and reasonably and, having regard to the circumstances of the case, ought fairly be excused. Any provision which seeks to indemnify a director or secretary of an Irish company over and above this shall be void under Irish law, whether contained in its articles of association or in any contract between the director or secretary and the Irish company.
Irish companies may obtain directors’ and officers’ liability insurance, as well as other types of insurance, for their directors and officers. The Registrant has purchased and maintains a directors’ and officers’ liability policy.
Each of the Registrant and Willis North America Inc., a Delaware corporation, has entered into a deed of indemnity and indemnification agreement, respectively, with each of the directors and certain officers of the Registrant as well as certain individuals serving as directors or officers of the Registrant’s subsidiaries. These arrangements provide for the indemnification of, and advancement of expenses to, the indemnitee by the Registrant and Willis North America Inc., respectively, to the fullest extent permitted by law and include related provisions meant to facilitate the indemnitee’s receipt of such benefits.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
Exhibit | Description | |
| 4.1 | Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit No. 3.1 to the Registrant’s Registration Statement on Form 8-A, filed with the Commission on January 5, 2016). | |
| 4.2 | Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit No. 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 4, 2010). | |
| 4.3 | Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan (incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 27, 2016). | |
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| 4.4 | Willis Towers Watson Public Limited Company Amended and Restated 2010 North American Employee Stock Purchase Plan (incorporated by reference to Exhibit B to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 27, 2016). | |
| 5.1 | Opinion of Matheson.* | |
| 23.1 | Consent of Deloitte LLP, independent registered public accounting firm for Willis Towers Watson Public Limited Company.* | |
| 23.2 | Consent of Deloitte & Touche LLP, independent registered public accounting firm for Towers Watson & Co.* | |
| 23.3 | Consent of Matheson (included in its opinion filed as Exhibit 5.1 hereto). | |
| 24.1 | Power of Attorney (included on signature page). | |
| * | Filed herewith. |
| 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; |
| (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 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 a 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% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
| (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 the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) of this section 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 Section 15(d) of the Exchange Act that are incorporated by reference in 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 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. |
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| (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
Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on June 10, 2016.
| WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | ||
| By: | /s/ Matthew S. Furman | |
| Matthew S. Furman | ||
| General Counsel | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John J. Haley, Roger Millay, Matthew S. Furman and Nicole Napolitano, and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her in his or her name, place and stead, in any and all capacities, in connection with this Registration Statement, including to sign and file in the name and on behalf of the undersigned as director or officer of the registrant any and all amendments or supplements (including any and all stickers and post-effective amendments) to this Registration Statement, with all exhibits thereto, and other documents in connection therewith with the Commission and any applicable securities exchange, securities self-regulatory body or other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them (with full power to act alone), full power and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated on June 10, 2016:
Signature | Title | |
/s/ John J. Haley | Chief Executive Officer and Director | |
| John J. Haley | (Principal Executive Officer) | |
/s/ Roger Millay | Chief Financial Officer | |
| Roger Millay | (Principal Financial Officer) | |
/s/ Susan D. Davies | Controller and Principal Accounting Officer | |
| Susan D. Davies | ||
/s/ Dominic Casserley | Director, President and Deputy Chief Executive Officer | |
| Dominic Casserley | ||
/s/ Anna C. Catalano | Director | |
| Anna C. Catalano | ||
/s/ Victor F. Ganzi | Director | |
| Victor F. Ganzi | ||
/s/ Wendy E. Lane | Director | |
| Wendy E. Lane | ||
/s/ James F. McCann | Director | |
| James F. McCann | ||
| Director | |
| Brendan R. O’Neill | ||
| Director | |
| Jaymin B. Patel | ||
/s/ Linda D. Rabbitt | Director | |
| Linda D. Rabbitt | ||
/s/ Paul D. Thomas | Director | |
| Paul D. Thomas | ||
/s/ Jeffrey W. Ubben | Director | |
| Jeffrey W. Ubben | ||
/s/ Wilhelm Zeller | Director | |
| Wilhelm Zeller | ||
EXHIBIT INDEX
Exhibit | Description | |
| 4.1 | Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit No. 3.1 to the Company’s current report on Form 8-K filed with the Commission on January 4, 2010). | |
| 4.2 | Certificate of Incorporation of the Company (incorporated by reference to Exhibit No. 3.2 to the Company’s current report on Form 8-K filed with the Commission on January 4, 2010). | |
| 4.3 | Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan (incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 27, 2016). | |
| 4.4 | Willis Towers Watson Public Limited Company Amended and Restated 2010 North American Employee Stock Purchase Plan (incorporated by reference to Exhibit B to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 27, 2016). | |
| 5.1 | Opinion of Matheson.* | |
| 23.1 | Consent of Deloitte LLP, independent registered public accounting firm for Willis Towers Watson Public Limited Company.* | |
| 23.2 | Consent of Deloitte & Touche LLP, independent registered public accounting firm for Towers Watson & Co.* | |
| 23.3 | Consent of Matheson (included in its opinion filed as Exhibit 5.1 hereto). | |
| 24.1 | Power of Attorney (included on signature page). | |
| * | Filed herewith. |
