As filed with the Securities and Exchange Commission on January 21, 2004
Registration No. 333-13984
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Cable and Wireless Public Limited Company
(Exact Name of Registrant as Specified in Its Charter)
England and Wales N/A
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
C/o K.K. Claydon
Company Secretary
124 Theobalds Road
London WCIX 8RX
United Kingdom
(Address of Registrant's Principal Executive Offices)
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C&W Employee Stock Purchase Plan
(Full Title of the Plan)
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Cable & Wireless USA, Inc.
8219 Leesburg Pike
Vienna, Virginia 22182
c/o Cheryl Houser, Vice President & Associate General Counsel
(408) 884-6532
(Name, Address, and Telephone Number, Including Area Code, of Agent for
Service)
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with copies of all correspondence to:
Arthur H. Kohn, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
(212) 225-2466
On October 4, 2001, Cable and Wireless Public Limited Company (the "Registrant")
registered 1,977,502 shares of its ordinary shares, par value 25 pence, on a
Registration Statement on Form S-8 (file number 333-13984) under the Securities
Act of 1933 (the "Registration Statement"), to be sold under the C&W Employee
Stock Purchase Plan (the "Plan"). On September 30, 2003, the Registrant
terminated the Plan and will not make any further sales thereunder. Accordingly,
the Registrant is deregistering the 853,396 shares that were registered on the
Registration Statement and remain unsold as of the Plan termination.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Cable and Wireless Public Limited Company, 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 Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (Registration No. 333-13984) to be signed on
its behalf by the undersigned, thereunto duly authorized, in London on this 21st
day of January, 2004.
CABLE AND WIRELESS PUBLIC LIMITED COMPANY
By: /s/ Kenneth Keith Claydon
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Name: Kenneth Keith Claydon
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the indicated capacities on the 21st day of January, 2004.
Name Title
- ---- ----
/s/ Richard D Lapthorne Chairman and Non-executive Director
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Richard D Lapthorne
/s/ Robert O Rowley Executive Director, Executive Deputy Chairman
- -------------------------
Robert O Rowley
/s/ Francesco Caio Executive Director; Chief Executive Officer
- -------------------------
Francesco Caio
/s/ Kevin Loosemore Executive Director; Chief Operating Officer
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Kevin Loosemore
Non-executive Director
- -------------------------
Bernard P Gray
Non-executive Director
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Graham E Howe
Non-executive Director
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Kasper B Rorsted
Non-executive Director
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Dr Janet P Morgan
/s/ Charles Herlinger Chief Financial Officer
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Charles Herlinger
/s/ W Anthony Rice Non-executive Director; Chairman, Audit
- ------------------------- Committee
W Anthony Rice