AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REUTERS GROUP PLC
(Exact name of Registrant as specified in its charter)
England and Wales None
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
85 Fleet Street
London EC4P 4AJ, England
(Address of principal executive offices)
PLAN 2000
Employee Share Option Plan
(Full title of the plan)
Nancy C. Gardner, Esq.
Corporate Counsel
Reuters America Inc.
1700 Broadway
New York, New York 10019
(212) 603-3300
(Name, address and telephone number of agent for service)
Copy of Communications to:
William A. Plapinger, Esq.,
Sullivan & Cromwell
St. Olave's House
9a Ironmonger Lane
London EC2V 8EY, England
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered(1) share(2) price(2) fee
- ---------------------------------------------------------------------------------------------------------------------------------
Reuters Group PLC
Ordinary Shares of 25p.............. 12,500,000 $10.57 $132,125,000 $38,977
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) The amount of Ordinary Shares being registered represents the estimated maximum aggregate amount issuable to employees in the
United States pursuant to the Plan 2000 Employee Share Option Plan ("the Plan").
(2) In accordance with Rule 457(h), the maximum offering price per share has been calculated pursuant to Rule 457(c). The
translation of pounds sterling into US dollars has been made at the noon buying rate on July 24, 1998 of (pound)1 = $1.6594.
</FN>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION
All information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION
All information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.
-2-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed in (a) through (c) below are incorporated herein
by reference:
(a) The Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 1997.
(b) The Registrant's Special Report on Form 6-K dated March 5, 1998,
which includes a description of the Registrant's share capital and the American
depositary receipts representing the Registrant's ordinary shares of 25p each.
(c) The Registrant's Reports on Form 6-K dated January 20, 1998,
February 4, 1998, February 10, 1998, February 19, 1998, April 2, 1998, May
13, 1998, July 15, 1998 and July 23, 1998.
(d) The Registrant's Special Report on Form 6-K dated July 23, 1998,
which includes unaudited condensed consolidated interim financial statements of
the Registrant at and for the six months ended June 30, 1998 as well as certain
cautionary statements.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment hereto 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 herein and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Section 310 of the Companies Act 1985 of Great Britain, as amended (the
"Companies Act"), provides:
(1) This section applies to any provision, whether contained in a
company's articles or in any contract with the company or otherwise, for
exempting any officer of the company or any person (whether an officer or
not) employed by the company as auditor from, or indemnifying him against,
any liability which by virtue of any rule of law would otherwise attach to
him in respect of any negligence, default, breach of duty or breach of
trust of which he may be guilty in relation to the company.
(2) Except as provided by the following subsection, any such provision
is void.
(3) This section does not prevent a company -
(a) from purchasing and maintaining for any such officer or
auditor insurance against any such liability, or
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(b) from indemnifying any such officer or auditor against any
liability incurred by him -
(i) in defending any proceedings (whether civil or criminal)
in which judgment is given in his favour or he is acquitted, or
(ii) in connection with any application under section 144(3)
or (4) (acquisition of shares by innocent nominee) or section 727
(general power to grant relief in case of honest and reasonable
conduct) in which relief is granted to him by the court.
Section 727 of the Companies Act provides:
(1) If any proceedings for negligence, default, breach of duty or
breach of trust against an officer of a company or a person employed by a
company as an auditor (whether he is or is not an officer of the company)
it appears to the court hearing the case that that officer or person is or
may be liable in respect of the negligence, default, breach of duty or
breach of trust but that he has acted honestly and reasonably, and that,
having regard to all the circumstances of the case, including those
connected with his appointment, he ought fairly to be excused for the
negligence, default, breach of duty or breach of trust, that court may
relieve him, either wholly or partly, from his liability on such terms as
the court may think fit.
(2) If any such officer or person aforesaid has reason to apprehend
that any claim will or might be made against him in respect of any
negligence, default, breach of duty or breach of trust, he may apply to the
court for relief; and the court on any such application shall have the
power to relieve him as under this section it would have had if it had been
a court before which proceedings against that person for negligence,
default, breach of duty or breach of trust had been brought.
(3) Where any case to which subsection (1) of this section applies is
being tried by a judge with a jury, the judge, after hearing the evidence,
may, if he is satisfied that the defendant or defender ought in pursuance
of that subsection to be relieved either in whole or in part from the
liability sought to be enforced against him, withdraw the case in whole or
in part from the jury and forthwith direct judgement to be entered for the
defendant or defender on such terms as to costs or otherwise as the judge
may think proper.
Regulation 155 of the Registrant's Articles of Association provides:
Subject to the provisions of and so far as may be consistent with the
[Companies Act], every Director, Auditor, Secretary or other officer of the
[Registrant] shall be entitled to be indemnified by the [Registrant] out of its
own funds against all costs, charges, losses, expenses and liabilities incurred
by him in the actual or purported execution and/or discharge of his duties
and/or the exercise or purported exercise of his powers and/or otherwise in
relation to or in connection with his duties, powers or office including
(without prejudice to the generality of the foregoing) any liability incurred by
him in defending any proceedings, civil or criminal, which relate to anything
done or omitted or alleged to have been done or omitted by him as an officer or
employee of the [Registrant] and in which judgment is given in his favour (or
the proceedings are otherwise disposed of without finding or admission of any
material breach of duty on his part) or in which he is acquitted or in
connection with any application under any statute for relief from liability in
respect of any such act or omission in which relief is granted to him by the
Court.
Regulation 89(b) of the Registrant's Articles of Association provides:
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Without prejudice to the provisions of Regulation 155 the Directors
shall have power to purchase and maintain insurance for or for the benefit of
any persons who are or were at any time directors, officers or employees or
auditors of the [Registrant], or of any other company which is its parent
undertaking or in which the [Registrant] or such parent undertaking or any of
the predecessors of the [Registrant] or of such parent undertaking has any
interest whether direct or indirect or which is in any way allied to or
associated with the [Registrant], or of any subsidiary undertaking of the
[Registrant] or of any such other company, or who are or were at any time
trustees of any pension fund in which any employees of the [Registrant] or any
such other company or subsidiary undertaking are interested, including (without
prejudice to the generality of the foregoing) insurance against any liability
incurred by such persons in respect of any act or omission in the actual or
purported execution and/or discharge of their duties and/or in the exercise or
purported exercise of their powers and/or otherwise in relation to their duties,
powers or offices in relation to the [Registrant] or any such other company,
subsidiary undertaking or pension fund.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
- ----------- -----------
4.1 Memorandum and Articles of Association of the
Registrant (filed as Exhibit 2.1 to the 1997 Form 20-F
and incorporated herein by reference).
5.1 Opinion of Clifford Chance.
23.1 Consent of Clifford Chance (included in Exhibit 5).
23.2 Consent of Price Waterhouse.
24.1 Powers of Attorney (included on signature page).
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 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
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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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that 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 periodic reports filed
with 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 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 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 Securities and Exchange
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 against
the Registrant 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, Reuters Group PLC
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 London, England on July 22, 1998.
REUTERS GROUP PLC
By:
/s/ Robert O. Rowley
------------------------
Name: Robert O. Rowley
Title: Finance Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Robert O. Rowley such person's true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, for
such person and in such person's name, place and stead, in any and all
capacities to sign any and all post-effective amendments to this Registration
Statement, and to file the same with all exhibits thereto, and the other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in a person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, 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 indicated on July 22, 1998.
Name Title
- ---- -----
/s/ Christopher Anthony Hogg Non-Executive Chairman
- ------------------------------------ and Director
Sir Christopher Anthony Hogg
/s/ Peter James Denton Job Chief-Executive-and Director
- ------------------------------------ (Principal Executive Officer)
Peter James Denton Job
/s/ Robert Oscar Rowley Finance Director
- ------------------------------------ (Principal Financial Officer)
Robert Oscar Rowley
/s/ Jean-Claude Marchand Director
- ------------------------------------
Jean-Claude Marchand
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Name Title
- ---- -----
/s/ John Michael Coldwell Parcel Director
- ------------------------------------
John Michael Coldwell Parcel
/s/ David Granger Ure Director
- ------------------------------------
David Granger Ure
/s/ Andre-Francois Helier Villeneuve Director
- ------------------------------------
Andre-Francois Helier Villeneuve
/s/Robert Patten Bauman Director
- ----------------------------------
Robert Patten Bauman
/s/ John Anthony Craven Director
- ----------------------------------
Sir John Anthony Craven
Director
- ----------------------------------
Michael Philip Green
/s/ Roberto G Mendoza Director
- ----------------------------------
Roberto G Mendoza
/s/ Richard Lake Olver Director
- ----------------------------------
Richard Lake Olver
/s/ Charles James Francis Sinclair Director
- ----------------------------------
Charles James Francis Sinclair
/s/ David Alan Walker Director
- ----------------------------------
Sir David Alan Walker
/s/ Philip Kenneth Wood Deputy Finance Director
- ---------------------------------- (Principal Accounting Officer)
Philip Kenneth Wood
/s/ Nancy Christine Gardner Authorized Representative in the United
- ---------------------------------- States
Nancy Christine Gardner
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Index to Exhibits
Exhibit No. Description
- ----------- -----------
4.1 Memorandum and Articles of Association of the Registrant
(filed as Exhibit 2.1 to the 1997 Form 20-F and incorporated
herein by reference).
5.1 Opinion of Clifford Chance.
23.1 Consent of Clifford Chance (included in Exhibit 5).
23.2 Consent of Price Waterhouse.
24.1 Powers of Attorney (included on signature page).
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