As filed with the Securities and Exchange Commission on January 4, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Arcadium Lithium plc
(Exact name of registrant as specified in its charter)
| Bailiwick of Jersey | 98-1737136 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Suite 12, Gateway Hub
Shannon Airport House
Shannon, Co. Clare V14 E370
Ireland
Tel. +353 1 6875238
Principal Executive Offices
Arcadium Lithium plc Omnibus Incentive Plan
Livent Corporation Incentive Compensation and Stock Plan
(Full title of the plan)
Sara Ponessa
Vice President, General Counsel and Secretary
Suite 12, Gateway Hub
Shannon Airport House
Shannon, Co. Clare V14 E370
Ireland
Tel. +353 1 6875238
Name and address of agent for service
With a copy to:
Michael Kaplan
William H. Aaronson
Cheryl Chan
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Tel.: (212) 450-4000
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.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | 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 new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On January 4, 2024, Arcadium Lithium plc completed the previously announced transactions contemplated by the Transaction Agreement, dated as of May 10, 2023, as amended by the Amendment to Transaction Agreement, dated as of August 2, 2023, the Second Amendment to Transaction Agreement, dated as of November 5, 2023, and the Third Amendment to Transaction Agreement, dated as of December 20, 2023 (as amended, the “Transaction Agreement”), by and among Livent Corporation, a Delaware corporation (“Livent”), Allkem Limited, an Australian public company limited by shares, Arcadium Lithium plc, a public limited company incorporated under the laws of the Bailiwick of Jersey (originally incorporated as Lightning-A Limited, a private limited company incorporated under the laws of the Bailiwick of Jersey and f/k/a Allkem Livent plc) (“Arcadium” or the “Registrant”), Lightning-A Merger Sub, Inc., a Delaware corporation, and Arcadium Lithium Intermediate IRL Limited, a private company limited by shares and incorporated and registered in Ireland.
At the effective time of the Merger (as defined in the Transaction Agreement), each outstanding award of stock options and restricted stock units to acquire common stock of Livent (each, a “Legacy Livent Award”) granted under the Livent Corporation Incentive Compensation and Stock Plan (the “Livent Plan”) converted into a corresponding award with respect to ordinary shares, par value $1.00 per share, of the Registrant (“Ordinary Shares”) and the Registrant assumed each Legacy Livent Award and the Livent Plan.
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering (i) up to 64,548,000 Ordinary Shares reserved for issuance or issuable under the Arcadium Lithium plc Omnibus Incentive Plan; and (ii) up to 6,579,305 Ordinary Shares reserved for issuance or issuable upon the exercise or settlement of, the converted Legacy Livent Awards.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) and the instructions to 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, but such documents (together with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents are incorporated herein by reference:
| a. | the annual report on Form 10-K of Livent Corporation (the predecessor of the Registrant) for the year ended December 31, 2022, filed with the Commission on February 24, 2023; |
| b. | Quarterly Reports of Livent Corporation on Form 10-Q for the quarter ended March 31, 2023, filed with the Commission on May 4, 2023, for the quarter ended June 30, 2023, filed with the Commission on August 4, 2023, and for the quarter ended September 30, 2023, filed with the Commission on November 9, 2023; |
| c. | the Registrant’s Current Report on Form 8-K12B, filed with the Commission on January 4, 2024; |
| d. | Current Reports of Livent Corporation on Form 8-K filed with the Commission on September 26, 2023 and November 15, 2023; |
| e. | all other reports filed by the Registrant (and its predecessor, Livent Corporation) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the document referred to in (a) above; and |
| f. | the description of the Ordinary Shares of the Registrant included under the caption “Description of NewCo Shares” in the Registrant’s registration statement on Form S-4 (File No. 333-273360), initially filed with the Commission on July 20, 2023, as amended thereafter (including on November 15, 2023) and declared effective by the Commission on November 20, 2023, and including any amendment or report filed for the purpose of updating such description. |
In addition, 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 to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.
Nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed with the Commission pursuant to Item 2.02 or Item 7.01 of Form 8-K.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein 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 other subsequently filed document which also is incorporated or deemed to be 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.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Except as hereinafter set forth, there is no charter provision, bylaw, contract, arrangement or statute under which any director or officer of the Registrant is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such.
Pursuant to clause 11.2 of the articles of association of the Registrant (the “Articles”), the Registrant must indemnify each director and officer and to the full extent permitted by law.
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The Articles provide in relevant part: “The Company must indemnify each Officer on a full indemnity basis and to the full extent permitted by law against all losses, liabilities, costs, charges and expenses incurred by the Officer as a present or former director or officer of the Company or of a related body corporate.” As used in the foregoing sentence, the term “Officer” means (a) a person who is or has been a director or officer of the Registrant and (b) such other officers or former officers of the Registrant or of its related bodies corporate as its board of directors in each case determines.
The relevant provision of the Companies (Jersey) Law 1991 (the “Jersey Companies Law”) is Article 77, which provides:
“(1)
Subject to paragraphs (2) and (3), any provision, whether contained in the articles of, or in a contract with, a company or otherwise, whereby the company or any of its subsidiaries or any other person, for some benefit conferred or detriment suffered directly or indirectly by the company, agrees to exempt any person from, or indemnify any person against, any liability which by law would otherwise attach to the person by reason of the fact that the person is or was an officer of the company shall be void.
(2)
Paragraph (1) does not apply to a provision for exempting a person from or indemnifying the person against—
a. any liabilities incurred in defending any proceedings (whether civil or criminal)—
(i) in which judgment is given in the person’s favour or the person is acquitted,
(ii) which are discontinued otherwise than for some benefit conferred by the person or on the person’s behalf or some detriment suffered by the person, or
(iii) which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the directors of the company (excluding any director who conferred such benefit or on whose behalf such benefit was conferred or who suffered such detriment), the person was substantially successful on the merits in the person’s resistance to the proceedings;
b. any liability incurred otherwise than to the company if the person acted in good faith with a view to the best interests of the company;
c. any liability incurred in connection with an application made under Article 212 in which relief is granted to the person by the court; or
d. any liability against which the company normally maintains insurance for persons other than directors.
(3)
Nothing in this Article shall deprive a person of any exemption or indemnity to which the person was lawfully entitled in respect of anything done or omitted by the person before the coming into force of this Article.
(4)
This Article does not prevent a company from purchasing and maintaining for any such officer insurance against any such liability.”
The Registrant maintains an insurance policy for its directors and officers in respect of liabilities arising out of any act, error or omission whilst acting in their capacities as directors or officers of the Registrant or its affiliated companies.
The Registrant’s directors and its executive officers have entered into an indemnification agreement with the Registrant that provides indemnification for judgments, fines, excise taxes, penalties and amounts paid in settlement and related expenses to the fullest extent permitted under the applicable provisions of Article 77 of the Jersey Companies Law (as amended from time to time). This indemnification will be reduced to the extent that a director or applicable executive officer has received payment under the Registrant’s directors’ and officers’ liability insurance.
The foregoing is subject to the detailed provisions of the Articles, the full text of the indemnification agreements and the Jersey Companies Law.
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| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
* Previously filed or incorporated by reference herein. ** Submitted herewith. |
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Item 9. | Undertakings. |
(a) The 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 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;
(iii) To include any material information with respect to the Plan not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that: the undertakings set forth in 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 reports filed with or furnished to 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 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 the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 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 this 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 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 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 Philadelphia, Pennsylvania, on the 4th day of January, 2024.
| ARCADIUM LITHIUM PLC | |||
| By: | /s/ Paul W. Graves | ||
Paul W. Graves President and Chief Executive Officer | |||
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Each person whose signature appears below constitutes and appoints Paul W. Graves, Gilberto Antoniazzi and Sara Ponessa, and each of them, as his or her true and lawful attorneys-in-fact and agents, 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 sign any and all (i) amendments (including post-effective amendments) and additions to this Registration Statement, (ii) additional registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body and (iii) documents and to take any action that may be required under applicable law in connection with this Registration Statement and the transactions contemplated herein, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 date indicated.
| Name and Signature | Title | Date | ||||
| /s/ Paul W. Graves | President and Chief Executive Officer | January 4, 2024 | ||||
| Paul W. Graves | (Principal Executive Officer) and Director | |||||
| /s/ Gilberto Antoniazzi | Vice President, Chief Financial | January 4, 2024 | ||||
| Gilberto Antoniazzi | Officer and Treasurer (Principal Financial Officer) | |||||
| /s/ Ronald B. Stark | Chief Accounting Officer | January 4, 2024 | ||||
| Ronald B. Stark | (Principal Accounting Officer) | |||||
| /s/ Michael F. Barry | ||||||
| Michael F. Barry | Director | January 4, 2024 | ||||
| /s/ Peter Coleman | ||||||
| Peter Coleman | Director | January 4, 2024 | ||||
| /s/ Alan Fitzpatrick | ||||||
| Alan Fitzpatrick | Director | January 4, 2024 | ||||
| /s/ Florencia Heredia | ||||||
| Florencia Heredia | Director | January 4, 2024 | ||||
| /s/ Leanne Heywood | ||||||
| Leanne Heywood | Director | January 4, 2024 | ||||
| /s/ Christina Lampe-Önnerud | ||||||
| Christina Lampe-Önnerud | Director | January 4, 2024 | ||||
| /s/ Pablo Marcet | ||||||
| Pablo Marcet | Director | January 4, 2024 | ||||
| /s/ Steven T. Merkt | ||||||
| Steven T. Merkt | Director | January 4, 2024 | ||||
| /s/ Fernando Oris de Roa | ||||||
| Fernando Oris de Roa | Director | January 4, 2024 | ||||
| /s/ Robert C. Pallash | ||||||
| Robert C. Pallash | Director | January 4, 2024 | ||||
| /s/ John Turner | ||||||
| John Turner | Director | January 4, 2024 |
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