As filed with the Securities and Exchange Commission on December 21, 2016
Registration Nos.333-108149,333-185886
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5 TO FORMS-8 REGISTRATIONNO. 333-108149
POST-EFFECTIVE AMENDMENT NO. 2 TO FORMS-8 REGISTRATIONNO. 333-185886
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WPP plc
(Exact name of registrant as specified in its charter)
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| JERSEY | | NONE |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
27 Farm Street
London, United Kingdom, W1J 5RJ
Telephone:011-44-20-7408-2204
(Address of principal executive offices)
J. WALTER THOMPSON COMPANY U.S. EMPLOYEES’ PROFIT SHARING
AND MATCHED SAVINGS PLAN
THE M PLAN
OGILVY & MATHER PROFIT SHARING RETIREMENT AND 401(K) PLAN
(Full titles of the plans)
ANDREA HARRIS, ESQ.
GROUP CHIEF COUNSEL
27 Farm Street
London, United Kingdom, W1J 5RJ
(Name and address of agent for service)
Telephone:011-44-20-7408-2204
(Telephone number, including area code, of agent for service)
Copy to:
CURT C. MYERS, ESQ.
DAVIS & GILBERT LLP
1740 BROADWAY
NEW YORK, N.Y. 10019
(212)468-4800
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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| 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 | | Proposed maximum offering price per share | | Proposed maximum aggregate offering price | | Amount of registration fee |
See below(1) | | N/A | | N/A | | N/A | | N/A |
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| (1) | The registration fee was paid at the time of the original filing of the Registration Statements. Because no additional securities are being registered, no further registration fee is required. |
EXPLANATORY NOTE
WPP plc (the “Registrant”), a public limited company incorporated under the Companies (Jersey) Law (as amended), is filing this (i) Post-Effective Amendment No. 5 to Registration Statement on FormS-8 to deregister certain securities previously registered by Registrant pursuant to its Registration Statement on FormS-8 (RegistrationNo. 333-108149), as amended by Post-Effective Amendment No. 1, Post-Effective Amendment No. 2, Post-Effective Amendment No. 3, and Post-Effective Amendment No. 4 thereto, and (ii) Post-Effective Amendment No. 2 to Registration Statement on FormS-8 to deregister certain securities previously registered by Registrant pursuant to its Registration Statement on FormS-8 (RegistrationNo. 333-185886), as amended by Post-Effective Amendment No. 1 thereto. Registration Statement on FormS-8 (RegistrationNo. 333-108149) registered 1,250,000 Ordinary Shares for issuance under The M Plan (the “Plan”) and RegistrationNo. 333-185886 registered 1,000,000 Ordinary Shares for issuance under the Plan. Registration StatementNo. 333-108149 and RegistrationNo. 333-185886 are collectively referred to as the “Registration Statements”.
Effective April 1, 2016, the Registrant’s Ordinary Shares are no longer available as an investment option available to participants in the Plan. These Post-Effective Amendments are intended to deregister solely those Ordinary Shares offered under the Plan. These Post-Effective Amendments terminate the offering of all securities pursuant to the Registration Statements with respect to the Plan.
The offerings contemplated by these Registration Statements with respect to the Plan have been terminated. Pursuant to the undertaking contained in Part II of each of the Registration Statements, the Registrant is removing from registration by means of these Post-Effective Amendments, all Ordinary Shares and plan interests that remain unissued and unsold under the Registration Statements with respect to the Plan. All other Ordinary Shares and plan interests offered in other plans sponsored by the Registrant and its affiliates that remain unissued and unsold under these Registration Statements are unaffected by these Post-Effective Amendments.
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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 FormS-8 and has duly caused this Registration Statement on FormS-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 21, 2016.
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| | WPP plc |
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| | /s/ Paul W.G. Richardson |
| By: | | Paul W.G. Richardson |
| Title: | | Finance Director |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on FormS-8 has been signed by the following persons in the capacities and on the dates indicated in respect of WPP plc. In addition, each of the undersigned hereby severally and individually constitutes and appoints Sir Martin Sorrell and Paul W. G. Richardson his or her true and lawfulattorneys-in-fact, each with power of substitution, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement on FormS-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, to do any and all acts and things and to execute any and all instruments that saidattorneys-in-fact and agents may deem necessary or advisable to enable WPP plc to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of securities registered pursuant hereto, granting unto each saidattorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
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Signature | | Title | | Date |
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/s/ Roberto Quarta Roberto Quarta | | Chairman(non-executive) of the Board of Directors | | December 21, 2016 |
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/s/ Sir Martin Sorrell Sir Martin Sorrell | | Chief Executive Officer (Principal Executive Officer and Director) | | December 21, 2016 |
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/s/ Paul W. G. Richardson Paul W. G. Richardson | | Finance Director (Principal Financial Officer and Director) and Authorized Representative in the United States | | December 21, 2016 |
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/s/ Jacques Aigrain Jacques Aigrain | | Non-Executive Director | | December 21, 2016 |
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Charlene Begley | | Non-Executive Director | | |
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Sir John Hood | | Non-Executive Director | | |
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/s/ Ruigang Li Ruigang Li | | Non-Executive Director | | December 21, 2016 |
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Daniela Riccardi | | Non-Executive Director | | |
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/s/ Nicole Seligman Nicole Seligman | | Non-Executive Director | | December 21, 2016 |
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Hugo Shong | | Non-Executive Director | | |
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/s/ Timothy Shriver Timothy Shriver | | Non-Executive Director | | December 21, 2016 |
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/s/ Sally Susman Sally Susman | | Non-Executive Director | | December 21, 2016 |
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/s/ Sol Trujillo Sol Trujillo | | Non-Executive Director | | December 21, 2016 |
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The M Plan
Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the employee benefit plan) have 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.
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Signature | | Title | | Date |
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/s/ Timothy Cecere | | Chief Talent Officer/HR Director Worldwide | | December 21, 2016 |
| Timothy Cecere | | | | |
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EXHIBIT INDEX
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Exhibit No. | | Description |
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| 24 | | Powers of Attorney (filed as Exhibit 24 to Post-Effective Amendment No. 3 to Registration Statement on FormS-8No. 333-108149 and as Exhibit 24 to Registration Statement on FormS-8No. 333-185886). |
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