As filed with the Securities and Exchange Commission on May 26, 1998
Registration No.33-16927
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
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)
REUTERS UK SHARE OPTION SCHEME
REUTERS US STOCK OPTION PLAN
REUTERS HOLDINGS UK SAYE SHARE OPTION SCHEME
REUTERS HOLDINGS PLC US SAYE INCENTIVE STOCK OPTION PLAN
REUTERS HOLDINGS (OVERSEAS) SAYE SHARE OPTION SCHEME
(Full title of the plans)
--------------------------------
NANCY C. GARDNER, ESQ.
CORPORATE COUNSEL
REUTERS AMERICA INC.
1700 BROADWAY
NEW YORK, NY 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
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EXPLANATORY NOTE
On September 1, 1987 Reuters Holdings PLC, an English company ("Reuters
Holdings"), filed with the Securities and Exchange Commission (the "Commission")
a Registration Statement on Form S-8 (Registration No. 33-16927) relating to the
stock option plans listed on the front cover hereof (the "Plans") and, on March
17, 1995 Reuters Holdings filed Post-Effective Amendment No. 1 to such
registration statement.
This Post-Effective Amendment No. 2 to the registration statement (as
amended, the "Registration Statement") is being filed by Reuters Group PLC, an
English company (the "Registrant"), pursuant to Rule 414 under the Securities
Act of 1933, as amended (the "Securities Act"), as the successor issuer to
Reuters Holdings following a court-sanctioned capital reorganization,
consummated February 18, 1998, in which ordinary shares of 2.5p in Reuters
Holdings were exchanged for a combination of ordinary shares of 25p each in the
Registrant and cash. As a result, Reuters Holdings is now a subsidiary of the
Registrant. In all other respects, the business and assets of the Reuters group
of companies have not been affected.
In accordance with Rule 414(d) under the Securities Act, the Registrant, as
the successor to Reuters Holdings, hereby expressly adopts the Registration
Statement as its own for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
The registration fees were paid at the time of the original filing of the
Registration Statement. Because no additional securities are being registered,
no further registration fee is required.
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 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this Post-Effective
Amendment No.2 to the Registration Statement:
1. The Registrant's Annual Report on Form 20-F for the fiscal year ended
December 31, 1997 (the "1997 20-F").
2. 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.
3. The Registrant's Reports on Form 6-K dated January 20, 1998, February 4,
1998, February 10, 1998, February 19, 1998 and April 2, 1998.
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.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMES EXPERTS AND COUNSEL
Not applicable.
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
(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 in 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
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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 judgment 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:
"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
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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
3. Memorandum and Articles of Association of the Registrant (filed as
Exhibit 2.1 to the 1997 Form 20-F and incorporated herein by
reference).
4. Deposit Agreement, dated February 18, 1998, among the Registrant,
Morgan Guaranty Trust Company of New York, as depositary, and all
holders from time to time of American Depositary Receipts issued
thereunder (filed as Exhibit 2.2 to the 1997 Form 20-F and
incorporated herein by reference).
5. Opinion of Clifford Chance
23.1. Consent of Clifford Chance (included in Exhibit 5)
24. Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS
(1) The Registrant hereby undertakes:
(a) 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 the Registration Statement (or
the most recent post-effective amendment thereto) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
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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 of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (i) and (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.
(b) 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
(c) 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.
(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.
(3) 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 Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in London, England, on April 21, 1998.
REUTERS GROUP PLC
By: /s/ Robert O. Rowley
------------------------------------
Robert O. Rowley
Finance Director
KNOW ALL MEN BY THESE PRESENTS, 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 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 Post-Effective
Amendment No. 2 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Peter J. D. Job
- ------------------------------- Chief Executive Officer April 21, 1998
Peter J. D. Job (Principal Executive Officer)
/s/ Robert O. Rowley
- ------------------------------- Finance Director April 21, 1998
Robert O. Rowley (Principal Financial Officer)
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/s/ Sir Christopher A. Hogg
- ------------------------------- Chairman; Director April 21, 1998
Sir Christopher A. Hogg
/s/ Robert P. Bauman
- ------------------------------- Director April 21, 1998
Robert P. Bauman
/s/ Sir John Craven
- ------------------------------- Director April 21, 1998
Sir John Craven
/s/ Michael P. Green
- ------------------------------- Director April 21, 1998
Michael P. Green
/s/ Jean-Claude Marchand
- ------------------------------- Director April 21, 1998
Jean-Claude Marchand
/s/ Roberto Mendoza
- ------------------------------- Director April 21, 1998
Roberto Mendoza
/s/ Richard L. Olver
- ------------------------------- Director April 21, 1998
Richard L. Olver
/s/ John M. C. Parcell
- ------------------------------- Director April 21, 1998
John M. C. Parcell
/s/ Charles J. F. Sinclair
- ------------------------------- Director April 21, 1998
Charles J. F. Sinclair
/s/ David G. Ure
- ------------------------------- Director April 21, 1998
David G. Ure
/s/ Andre-F. H. Villeneuve
- ------------------------------- Director April 21, 1998
Andre-F. H. Villeneuve
/s/ Sir David A. Walker
- ------------------------------- Director April 21, 1998
Sir David A. Walker
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/s/ Philip K. Wood
- ------------------------------- Deputy Finance Director April 21, 1998
Philip K. Wood (Principal Accounting Officer)
Authorized Representative
in the United States:
/s/ Nancy C. Gardner
- ------------------------------- April 21, 1998
Nancy C. Gardner
Corporate Counsel
Reuters America Inc.
VS/R2386/17/AS 26 May 1998
0171-282-7018
Reuters Group PLC
85 Fleet Street
London EC4P 4AJ
Dear Sirs
REUTERS GROUP PLC (THE "COMPANY")
1. We have acted as English counsel to the Company and Reuters Holdings
Limited (formerly PLC) ("RH").
2. This opinion is given in connection with the Post-Effective Amendment No.
2 (the "AMENDMENT") dated 21 April 1998 to the Form S-8 Registration
Statement (Registration no. 33-16927) under the Securities Act of 1933
(the "REGISTRATION STATEMENT") and relating to the registration of
ordinary shares of 25p each of the Company (the "ORDINARY SHARES"). The
Ordinary Shares are issuable by the Company as a consequence of the
vesting or exercise of rights or options under the Reuters UK Share
Option Scheme, the Reuters US Stock Option Plan, the Reuters Holdings UK
SAYE Share Option Scheme, the Reuters Holdings PLC US SAYE Incentive
Stock Option Plan and the Reuters Holdings (Overseas) SAYE Share Option
Scheme (the "PLANS") and, in the case of the Reuters UK Share Option
Scheme, the Reuters Holdings UK SAYE Share Option Scheme and the Reuters
Holdings (Overseas) SAYE Share Option Scheme, under the articles of
association of RH and Reuters Investments Limited.
3. For the purposes of this opinion, we have examined and relied on copies
of such corporate records and other documents and reviewed such matters
of law as we have deemed necessary or appropriate for the purpose of this
opinion.
4. The opinions set out in this letter relate only to the laws of England
and Wales as in force at the date hereof and are based upon the following
assumptions:
(a) the genuineness of all signatures, the conformity to the originals
of all documents supplied to us as copies and the completeness and
authenticity of the originals of such documents;
(b) as regards the legality, validity and binding effect in England of
obligations, documents, matters or things referred to thereunder,
the same are not invalid or unenforceable under or by virtue of any
applicable laws outside England;
(c) at the time the Ordinary Shares are issued, the Company, RH and
Reuters Investments Limited are validly existing under the laws of
England and Wales and that no receiver, administrative receiver,
administrator or liquidator has been appointed over the whole or any
part of the undertaking or assets of such companies and that such
companies are not the subject of any winding-up order or petition
for winding-up;
(d) no amendments are made to the memorandum or articles of association
of the Company, RH or Reuters Investments Limited which relate to
the transfer or issue of shares by each such company; and
(e) where applicable, the notice required to be given under article 7 of
the articles of association of Reuters Holdings Limited is validly
given and not revoked prior to the issue of the Ordinary Shares.
We do not express any opinion herein as to, nor have we investigated
for the purposes of this opinion, the laws of any jurisdiction other
than the laws of England as they exist at the date hereof (including
those of the European Community (save to the extent incorporated into
English law)).
This opinion is given on the basis that it will be governed by and
construed in accordance with English law and that any matters arising
from this opinion will be subject to the exclusive jurisdiction of the
English courts.
5. Based upon, and subject to, the foregoing and subject to the
qualifications set out below and to any matter not disclosed to us, it is
our opinion that, so far as the laws of England, as applied by the
English courts at the date of this opinion, are concerned:
(a) the Company is a public limited company incorporated under the
Companies Acts 1985 to 1989;
(b) subject to the Ordinary Shares being authorised share capital and
being allotted by the board of directors of the Company (or a duly
authorised committee of the board) duly authorised so to do under
sections 80 and 89 of the Companies Act 1985 (as amended), such
Ordinary Shares, when fully paid for and issued as a consequence of
the exercise or vesting of rights or options in accordance with the
terms of the Plans and, in the case of the Reuters UK Share Option
Scheme, the Reuters Holdings UK SAYE Share Option Scheme and the
Reuters Holdings (Overseas) SAYE Share Option Scheme, as a
consequence of the exercise of the transfer provisions set out in
the articles of association of RH and Reuters Investments Limited,
will be validly issued and fully paid and not liable to capital
calls from the Company.
6. The opinions expressed above are subject to the following qualifications:
(a) where it can be shown that the directors of a company were not
acting bona fide or considering the best interests of that company
when entering into transactions, such transactions could be set
aside. It is a question of fact relating to the nature of the
business and operations of a company as to whether the directors of
such company are acting bona fide and considering the best interests
of the company and we do not express any opinion as to whether the
English courts would determine that the Company, RH and/or Reuters
Investments Limited (as appropriate) has in fact derived a benefit
from those transactions;
(b) the transactions are subject to and may be affected by any
applicable bankruptcy, liquidation, insolvency, reorganisation or
other laws and general equitable principles relating to or affecting
the enforcement of creditors' rights generally;
(c) where any obligations of any person are to be performed in any
jurisdiction outside England, such obligations may not be
enforceable under English law to the extent that such performance
thereof would be illegal or contrary to public policy under the laws
of any such jurisdiction;
(d) as regards jurisdiction, an English court may stay proceedings if
concurrent proceedings are brought or are pending in another
jurisdiction or if action in another forum would be more convenient;
and
(e) the power of an English court to order specific performance of an
obligation or to order any other equitable remedy is discretionary
and, accordingly, an English court might make an award of damages
where specific performance of an obligation or any other equitable
remedy was sought.
This opinion is given at the date set out above and we express no opinion
as to the effect that any future event or any act of the Company may have
on the matters referred to herein.
This opinion is given to you solely for your benefit for the purposes of
the filing of the Amendment with the United States Securities and
Exchange Commission and, except with our written consent or as set out
below, may not be relied upon by, or communicated to, any other person or
used for any other purpose nor is it to be quoted or made public in any
way.
We hereby consent to the filing of this opinion as an exhibit to the
Amendment. In giving this consent, we do not admit that we are within the
category of persons whose consent is required within section 7 of the US
Securities Act of 1933 (as amended), or the rules and regulations of
the Securities and Exchange Commission thereunder.
Yours faithfully
/s/ Clifford Chance
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CLIFFORD CHANCE
