As filed with the Securities and Exchange Commission on August 4, 2023
REGISTRATION NO. 333 –
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
the SECURITIES ACT OF 1933
Trinseo PLC
(Exact Name of Registrant as Specified in Its Charter)
Ireland |
| N/A |
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
440 East Swedesford Road
Suite 301
Wayne, PA 19087
(Address, Including Zip Code, of Principal Executive Offices)
Trinseo PLC Amended and Restated 2014 Omnibus Incentive Plan
(Full Title of the Plan)
Angelo Chaclas
Senior Vice President, Chief Legal Officer and Corporate Secretary
440 East Swedesford Road
Suite 301
Wayne, PA 19087
(610) 240-3200
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
with copies to:
Craig Marcus
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036-8704
212 596 9000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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” in Rule 12b-2 of the Exchange Act. (Check one):
| | | |
Large accelerated filer | ⌧ | Accelerated filer | ◻ |
| | Smaller reporting company | ◻ |
Non-accelerated filer | ◻ | 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
This Registration Statement on Form S-8 is being filed by the registrant, Trinseo PLC (the “Company”), for the purpose of increasing the number of shares of common stock to be issued under the Trinseo PLC Amended & Restated 2014 Omnibus Incentive Plan (the “Plan”) by 1,400,000 shares, from 6,175,000 shares to 7,575,000 shares. In accordance with General Instruction E to Form S-8, the Company incorporates by reference the contents of the Registration Statement on Form S-8 (Registration No. 333- 266696) filed on August 9, 2022, Registration Statement on Form S-8 (Registration No. 333-240195) filed on July 30, 2020 and Post-Effective Amendment No. 1 to such Registration Statement filed on October 8, 2021, the Registration Statement on Form S 8 (Registration No. 333-232925) filed on July 31, 2019 and Post-Effective Amendment No. 1 to such Registration Statement filed on October 8, 2021, and the Registration Statement on Form S-8 (Registration No. 333-196973) filed on June 23, 2014 and Post-Effective Amendment No. 1 to such Registration Statement filed on October 8, 2021. The shareholders of the Company approved a proposal to amend the Plan for this purpose at the annual general meeting of shareholders on June 14, 2023.
Item 8. Exhibits.
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Exhibit |
| Description |
| | |
4.1 | | |
| | |
4.2 | | |
| | |
5.1 | | |
| | |
23.1 | | |
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23.2 | | |
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23.3 | | |
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24.1 | | Powers of Attorney (included on the signature page of this Registration Statement). |
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107 | |
2
SIGNATURES
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 Wayne, Commonwealth of Pennsylvania on the 4th day of August, 2023.
| | |
| TRINSEO PLC | |
| | |
| By: | /s/ Frank A. Bozich |
| Name: | Frank A. Bozich |
| Title: | President and Chief Executive Officer |
Each officer and director of Trinseo PLC whose signature appears below constitutes and appoints Frank A. Bozich and David Stasse, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Trinseo PLC, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | |
Signature |
| Title |
| Date |
| | | | |
/s/ Frank A. Bozich | | Director, President and Chief Executive Officer (Principal Executive Officer) | | August 4, 2023 |
Frank A. Bozich | | | | |
| | | | |
/s/ David Stasse | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | August 4, 2023 |
David Stasse | | | | |
| | | | |
/s/ Bernard M. Skeete | | Vice President, Global Controller & PAO (Principal Accounting Officer) | | August 4, 2023 |
Bernard M. Skeete | | | | |
| | | | |
/s/ K’Lynne Johnson | | Director | | August 4, 2023 |
K’Lynne Johnson | | | | |
| | | | |
/s/ Joseph Alvarado | | Director | | August 4, 2023 |
Joseph Alvarado | | | | |
| | | | |
/s/ Victoria Brifo | | Director | | August 4, 2023 |
Victoria Brifo | | | | |
| | | | |
/s/ Jeffrey J. Cote | | Director | | August 4, 2023 |
Jeffrey J. Cote | | | | |
3
| | | | |
/s/ Pierre-Marie De Leener | | Director | | August 4, 2023 |
Pierre-Marie De Leener | | | | |
| | | | |
/s/ Jeanmarie Desmond | | Director | | August 4, 2023 |
Jeanmarie Desmond | | | | |
| | | | |
/s/ Matthew Farrell | | Director | | August 4, 2023 |
Matthew Farrell | | | | |
| | | | |
/s/ Sandra Beach Lin | | Director | | August 4, 2023 |
Sandra Beach Lin | | | | |
| | | | |
/s/ Henri Steinmetz | | Director | | August 4, 2023 |
Henri Steinmetz | | | | |
| | | | |
/s/ Mark Tomkins | | Director | | August 4, 2023 |
Mark Tomkins | | | | |
4
