As filed with the Securities and Exchange Commission on February 14, 2020
RegistrationNo. 333-183476
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORMS-8
REGISTRATION STATEMENT NO.333-183476
UNDER
THE SECURITIES ACT OF 1933
Verisk Analytics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 26-2994223 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
545 Washington Boulevard
Jersey City, NJ 07310-1686
(Address of Principal Executive Offices)
Verisk Analytics, Inc. 2012 Employee Stock Purchase Plan
Verisk UK Sharesave Plan
Verisk Singapore 2020 Employee Share Purchase Plan
(Full title of the plans)
Kenneth E. Thompson
Executive Vice President, General Counsel and Corporate Secretary
545 Washington Boulevard
Jersey City, NJ 07310-1686
(212)469-2000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Jeffrey P. Crandall
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212)450-4000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Verisk Analytics, Inc., a Delaware corporation (the “Company” or the “Registrant”), registered, pursuant to a Registration Statement on FormS-8 filed on August 22, 2012 (No.333-183476) (the “Registration Statement”), the offer and sale of up to 2,000,000 shares of Class A Common Stock, par value $0.001 per share (“Common Stock”), of the Company issuable under the Verisk Analytics, Inc. 2012 Employee Stock Purchase Plan (the “ESPP”), and pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Common Stock that become issuable under the ESPP by reason of any stock dividend, stock split or other similar transaction. On June 8, 2018, the Company amended the ESPP to reduce the maximum number of shares of Common Stock available for issuance under the ESPP from 2,000,000 to 1,500,000 (the “ESPP Amendment #1”). On June 8, 2018, the Company adopted the Verisk UK Sharesave Plan (the “UK Sharesave Plan”). Pursuant to Post-Effective Amendment #1 to the Registration Statement filed on June 25, 2018 and as a result of the adoption of the ESPP Amendment #1 and the UK Sharesave Plan, 500,000 of the shares of Common Stock that were previously registered under the Registration Statement to be offered and sold pursuant to the ESPP are now available for issuance pursuant to the UK Sharesave Plan, and the number of shares of Common Stock available for issuance under the ESPP and UK Sharesave Plan in the aggregate was equal to the number of shares of Common Stock originally registered under the Registration Statement, with 1,500,000 shares of Common Stock available for issuance under the ESPP and 500,000 shares of Common Stock available for issuance under the UK Sharesave Plan.
On February 14, 2020, the Company amended the ESPP to further reduce the maximum number of shares of Common Stock available for issuance under the ESPP from 1,500,000 to 1,400,000 (the “ESPP Amendment #2”). On February 14, 2020, the Company adopted the Verisk Singapore 2020 Employee Share Purchase Plan (the “Singapore ESPP”). As a result of the adoption of the ESPP Amendment #2 and the Singapore ESPP, 100,000 of the shares of Common Stock that were previously registered under the Registration Statement to be offered and sold pursuant to the ESPP are now available for issuance pursuant to the Singapore ESPP, and the number of shares of Common Stock available for issuance under the ESPP, UK Sharesave Plan and Singapore ESPP in the aggregate is equal to the number of shares of Common Stock originally registered under the Registration Statement, with 1,400,000 shares of Common Stock available for issuance under the ESPP, 500,000 shares of Common Stock available for issuance under the UK Sharesave Plan and 100,000 shares of Common Stock available for issuance under the Singapore ESPP.
PART II
Item 8. Exhibits.
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 FormS-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on FormS-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on this 14th day of February, 2020.
Verisk Analytics, Inc. | ||||
By: | /s/ Kenneth E. Thompson | |||
Name: | Kenneth E. Thompson | |||
Title: | Executive Vice President, General Counsel and Corporate Secretary |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 2 to the Registration Statement on FormS-8 has been signed below by the following persons in the capacities and on the dates indicated below.
Signature | Title | Date | ||
/s/ Scott G. Stephenson Scott G. Stephenson | Chairman, President and Chief Executive Officer (Principal Executive Officer) | February 14, 2020 | ||
/s/ Lee M. Shavel Lee M. Shavel | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 14, 2020 | ||
/s/ David J. Grover David J. Grover | Controller and Chief Accounting Officer (Principal Accounting Officer) | February 14, 2020 | ||
/s/ Christopher M. Foskett Christopher M. Foskett | Lead Independent Director | February 14, 2020 | ||
/s/ Annell R. Bay Annell R. Bay | Director | February 14, 2020 | ||
/s/ Frank J. Coyne Frank J. Coyne | Director | February 14, 2020 | ||
/s/ Bruce Hansen Bruce Hansen | Director | February 14, 2020 | ||
/s/ Kathleen A Hogenson Kathleen A. Hogenson | Director | February 14, 2020 | ||
/s/ Constantine P. Iordanou Constantine P. Iordanou | Director | February 14, 2020 | ||
/s/ Laura K. Ipsen Laura K. Ipsen | Director | February 14, 2020 | ||
/s/ Samuel G. Liss Samuel G. Liss | Director | February 14, 2020 |
/s/ Andrew G. Mills Andrew G. Mills | Director | February 14, 2020 | ||
/s/ Therese M. Vaughan Therese M. Vaughan | Director | February 14, 2020 | ||
/s/ David B. Wright David B. Wright | Director | February 14, 2020 |