As filed with the Securities and Exchange Commission on July 9, 2001
Registration No. 333-___
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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UNITED BUSINESS MEDIA plc
formerly known as
UNITED NEWS & MEDIA plc
(Exact Name of Registrant as Specified in its Charter)
England N/A
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Ludgate House,
245 Blackfriars Road
London SE1 9UY
(Address, including Zip Code, of Registrant's Principal Executive Offices)
THE UNITED BUSINESS MEDIA
2000 SENIOR EXECUTIVE EQUITY PARTICIPATION PLAN
(Full Title of Plan)
Anne W. Gurnsey, Esq.
United Business Media Inc.
810 Seventh Avenue
27th Floor
New York, NY 10019
(212) 358-6750
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Nancy M. Ruzich, Esq.
Paul, Hastings, Janofsky & Walker LLP
399 Park Avenue
New York, New York 10022
(212) 782-2900
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Approximate date of commencement of sales pursuant to the Plan: As soon as
reasonably practicable after the effective date of the Registration Statement.
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
Title of Each Class of Amount to be Proposed Proposed Maximum Amount of
Securities Registered Maximum Aggregate Registration
to be Registered Offering Price Offering Price Fee
Per Unit
- ------------------------------------------------------------------------------------------------
Ordinary Shares, 25p ___ ___ ___ ___
each, subject to Options
(1(.....................
Options to purchase ___ ___ ___ ___
Ordinary Shares, 25p
each (1)................
Interests (1)........... ___ ___ ___ ___
Total .................. (2) 100%(3) $7,734,071.06 (4) $1,933.52
- ------------------------------------------------------------------------------------------------
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(1) This Registration Statement covers 1,004,744 Ordinary Shares to be
issued upon the exercise of Options granted under The United Business
Media 2000 Senior Executive Equity Participation Plan (the "Plan"). In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount
of interests deemed to be offered pursuant to the Plan. This
Registration Statement shall also cover any additional Ordinary Shares
which may become issuable under the Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without receipt of consideration which results in an increase
in the number of outstanding Ordinary Shares.
(2) Not required pursuant to Rule 457(o).
(3) Estimated solely for purposes of calculating the registration fee. The
aggregate offering price of all securities sold will not exceed
$7,734,071.06.
(4) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(o). Pursuant to Rule 457(h) under the Securities
Act of 1933, as amended, the proposed maximum aggregate offering price
has been calculated based upon the exercise price for the Registrant's
Ordinary Shares, to the extent known, and the average of the high and
low prices for the Registrant's Ordinary Shares which trade on The
London Stock Exchange computed within five business days of the filing
of this Registration Statement. Of the total number of Ordinary Shares
registered herein, 4,744 shares are subject to options to be granted at
an exercise price per share of (pound)3.625 / $5.074 ($24,071.06 in the
aggregate), and 1,000,000 shares are being registered herein at
(pound)5.51 / $7.71 per share based on the average of the high and low
prices for the Ordinary Shares as of July 6, 2001 ($7,710,000 in the
aggregate). Therefore, the total amount of the offering being registered
herein is the sum of these aggregate amounts, or $7,734,071.06. The
proposed maximum offering price is expressed in U.S. dollars using the
noon buying rate in New York City for cable transfers in British pounds
sterling as certified for customs purposes by the Federal Reserve Bank
of New York on July 6, 2001 of (pound)1.00 = $1.3998.
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PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Documents containing the information specified in Part I of this
Registration Statement have been sent or given to participants in The United
Business Media 2000 Senior Executive Equity Participation Plan (the "Plan") as
specified by Rule 428(b)(l) of the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b), or
additional information about the Plan are available without charge by
contacting:
UNITED BUSINESS MEDIA plc
c/o United Business Media Inc.
810 Seventh Avenue
27th Floor
New York, NY 10019
Attention: Anne W. Gurnsey
(212) 782-2900
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, heretofore filed by United Business Media plc
(the "Company") with the Commission, are incorporated herein by reference and
made a part hereof:
(a) The Company's Annual Report on Form 20-F for the fiscal year
ended December 31, 1999, filed by the Company with the Commission under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), on July
10, 2000.
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(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1999, which is the end of
the fiscal year covered by the Annual Report on Form 20-F referred to above.
(c) The description of the Company's Share Capital contained in
the Company's Registration Statement on Form 20-F (File No. 0-15742), filed by
the Company with the Commission under the Exchange Act on April 29, 1987,
including any amendment thereto or report filed by the Company with the
Commission for the purpose of updating such description.
(d) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold from the date of filing such
documents with the Commission.
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 provision of the Company's
Memorandum and Articles of Association or any contract, arrangement or statute
under which any Director or officer of the Company is insured or indemnified in
any manner against any liability that he may incur in his capacity as such.
The Memorandum and Articles of Association of the Company provide that,
subject to the provisions of the Companies Act 1985 of England and Wales, as
amended (the "Companies Act"), and other applicable laws, but without prejudice
to any indemnity to which any Director or officer may otherwise be entitled,
every Director or officer of the Company shall be indemnified out of the assets
of the Company against any liability incurred by him in such capacity in
defending any proceedings, whether civil or criminal, in which judgment is given
in his favor or in which he is acquitted or in connection with any application
under the Companies Act or other applicable law in which relief is granted to
him by the court.
Section 310 of 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
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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
(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 favor 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."
The Company has obtained directors' and officers' insurance coverage,
which, subject to policy terms and limitations, includes coverage to reimburse
the Company for amounts that it may be required or permitted by laws to pay
Directors or officers of the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit Number Description
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4.1 Memorandum of Association of United Business Media plc
4.2 New Articles of Association of United Business Media plc
4.3 Specimen Certificate for Ordinary Shares
4.4 The United Business Media 2000 Senior Executive Equity
Participation Plan with U.S. Schedule
4.5 Form of Option Deed
23 Consent of PricewaterhouseCoopers
24 Powers of Attorney (included in signature page)
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Item 9. Undertakings
9.1 The undersigned registrant hereby undertakes:
9.1.1 to file, during any period in which offers or sales are
being made, a post- effective amendment to this
registration statement:
(a) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(b) to reflect in the prospectus any facts or events
arising after the effective date of the
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 the 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 and of the
estimated maximum offering ranges 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; and
(c) to include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the 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 or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement;
9.1.2 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; and
9.1.3 to remove from registration by means of a post-effective
amendment any
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of the securities being registered which remain unsold at
the termination of the offering.
9.2 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 the 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.
9.2 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
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Pursuant to the requirements of the Securities Act of 1933, as amended,
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 London, England on this 9th day of July, 2001.
By: /s/ Clive Hollick
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Name: Clive Hollick
Title: Group Chief Executive
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Anne W. Gurnsey, Anne Siddell and Jane
Stables, and each of them, his or her true and lawful attorney-in-fact and agent
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
amendments to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, 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 or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or 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
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/s/ Sir Ronald Hampel Chairman of the Board July 9, 2001
- ------------------------- and Non-Executive Director
Sir Ronald Hampel
/s/ Clive Hollick Group Chief Executive and July 9, 2001
- ------------------------- and Executive Director
Clive Hollick
/s/ Malcolm Wall Chief Operating Officer and July 9, 2001
- ------------------------- Executive Director
Malcolm Wall
/s/ John Botts Non-Executive Director July 9, 2001
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John Botts
/s/ Fields Wicker-Miurin Non-Executive Director July 9, 2001
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Fields Wicker-Miurin
/s/ Charles Gregson Executive Director July 9, 2001
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Charles Gregson
/s/ J. Christopher Powell Non-Executive Director July 9, 2001
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J. Christopher Powell
/s/ Adair Turner Non-Executive Director July 9, 2001
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Adair Turner
/s/ Geoffrey Unwin Non-Executive Director July 9, 2001
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Geoffrey Unwin
Authorized Representative of
United Business Media plc in
the United States:
/s/ Anne W. Gurnsey
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Anne W. Gurnsey
EXHIBIT INDEX
Exhibit Description
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4.1 Memorandum of Association of United Business Media plc
4.2 New Articles of Association of United Business Media plc
4.3 Specimen Certificate for Ordinary Shares
4.4 The United Business Media 2000 Senior Executive Equity
Participation Plan with U.S. Schedule
4.5 Form of Option Deed
23 Consent of PricewaterhouseCoopers
24 Powers of Attorney (included in signature page)