sv8pos
As filed with the Securities and Exchange Commission on September 9, 2009.
Registration Nos. 333-02847
333-136381
333-51439
333-51441
333-08277
333-64400
333-120337
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 (No. 333-02847)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (No. 333-136381)
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (No. 333-51439)
POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-8 (No. 333-51441)
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (No. 333-08277)
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (No. 333-64400)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (No. 333-120337)
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Cooper Industries plc
(Exact name of registrant as specified in its charter)
|
|
|
Ireland
|
|
98-0632292 |
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.) |
5 Fitzwilliam Square
Dublin 2, Ireland
(Address of Principal Executive Offices)
Amended and Restated Cooper Industries plc Directors Stock Plan
Cooper Industries plc Amended and Restated Directors Retainer Fee Stock Plan
Cooper Industries Amended and Restated Management Annual Incentive Plan
Cooper Industries plc Amended and Restated Stock Incentive Plan
(Full Title of the Plans)
Terrance V. Helz
Associate General Counsel and Secretary
600 Travis, Suite 5600
Houston, Texas 77002
(Name and address of agent for service)
(713) 209-8400
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act:
|
|
|
|
|
|
|
Large accelerated filer þ
Non-accelerated filer o (Do not check if a smaller reporting company) |
|
|
|
|
|
Accelerated filer o
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of securities to be registered |
|
|
Amount to be |
|
|
Proposed maximum |
|
|
Proposed maximum |
|
|
Amount of |
|
|
|
|
|
registered |
|
|
offering price per share |
|
|
aggregate offering price |
|
|
registration fee |
|
|
Ordinary shares, par value
$0.01 per share |
|
|
(1) |
|
|
(1) |
|
|
(1) |
|
|
(1) |
|
|
Preferred share purchase rights |
|
|
(2) |
|
|
(2) |
|
|
(2) |
|
|
(2) |
|
|
(1) |
|
No additional securities are to be registered, and registration fees were paid upon filing
of the original Registration Statements on Form S-8 (Registration Nos. 333-02847, 333-136381,
333-51439, 333-51441, 333-08277, 333-64400 and 333-120337). Therefore, no further
registration fee is required. |
|
(2) |
|
Preferred share purchase rights initially are attached to and trade with the ordinary shares
of the Registrant. One right will be issued with each ordinary share. Value attributable to
such rights, if any, is reflected in the market price of the ordinary shares. |
TABLE OF CONTENTS
EXPLANATORY NOTE
This Post-Effective Amendment (this Post-Effective Amendment) is being filed pursuant to
Rule 414 under the Securities Act of 1933, as amended (the Securities Act), by Cooper Industries
plc, an Irish public limited company (the Company), as successor issuer to Cooper Industries,
Ltd., a Bermuda company (Cooper-Bermuda). Pursuant to a scheme of arrangement under Bermuda law,
on September 8, 2009, all of the previously outstanding Class A common shares of Cooper-Bermuda
(other than Class A common shares held by subsidiaries of Cooper-Bermuda) were cancelled and each
holder of cancelled Cooper-Bermuda Class A common shares received ordinary shares of the Company on
a one-for-one basis in respect thereof (the Transaction). As a result of the Transaction,
Cooper-Bermuda became a wholly owned subsidiary of the Company. In connection with the
Transaction, the Company assumed Cooper-Bermudas existing obligations in connection with awards
granted under Cooper-Bermudas incentive plans and other similar employee awards and amended such
plans and awards as necessary to provide for the issuance of the Companys ordinary shares rather
than Cooper-Bermudas Class A common shares upon the exercise of awards. In addition, in
connection with the Transaction, the preferred share purchase rights that were associated with the
Class A common shares of Cooper-Bermuda (the Old Rights) were replaced with new preferred share
purchase rights associated with the ordinary shares of the Company (the New Rights). This
Post-Effective Amendment pertains to the adoption by the Company of the following registration
statements on Form S-8 (each, as amended by this Post-Effective Amendment, a Registration
Statement): (i) Registration No. 333-02847; (ii) Registration No. 333-136381 (iii) Registration
No. 333-51439; (iv) Registration No. 333-51441; (v) Registration No. 333-08277; (vi) Registration
No. 333-64400; and (vii) Registration No. 333-120337. The Company expressly adopts each
Registration Statement as its own registration statement for all purposes of the Securities Act and
the Securities Exchange Act of 1934, as amended (the Exchange Act). With respect to Registration
Nos. 333-136381 and 333-120337, this is Post-Effective Amendment No. 1. With respect to
Registration Nos. 333-51439, 333-08277 and 333-64400, this is Post-Effective Amendment No. 2. With
respect to Registration No. 333-02847, this is Post-Effective Amendment No. 3. With respect to
Registration No. 333-51441, this is Post-Effective Amendment No. 4. Registration fees were paid at
the time of filing of the original Registration Statements.
In accordance with an undertaking contained in each Registration Statement to remove from
registration, by means of a post-effective amendment, any of the securities which remain unsold at
the termination of the offering, this Post-Effective Amendment hereby removes from registration any
of the Old Rights previously registered on any of the Registration Statements that remain unsold
under such Registration Statements as of the date hereof. The respective Registration Statements
are hereby amended, as appropriate, to reflect the deregistration of such Old Rights.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Cooper-Bermuda, or by the Company as successor issuer, with
the Securities and Exchange Commission (the Commission) are hereby incorporated by reference in
this Registration Statement:
(1) |
|
Cooper-Bermudas Annual Report on Form 10-K for the year ended December 31, 2008; |
|
(2) |
|
Cooper-Bermudas Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and
June 30, 2009; |
|
(3) |
|
Cooper-Bermudas Current Reports on Form 8-K filed with the Commission on May 4, 2009, June
9, 2009, August 19, 2009 and September 1, 2009; |
|
(4) |
|
The Companys Current Report on Form 8-K filed with the Commission on September 9, 2009; and |
2
(5) |
|
The descriptions of the Companys ordinary shares and the associated New Rights included in
Items 8.01 and 1.01, respectively, of the Companys Current Report on Form 8-K filed with the
Commission on September 9, 2009, including any amendment or report filed for the purpose of
updating any such description. |
Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Post-Effective Amendment and prior to the filing of a
post-effective amendment to any Registration Statement 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 in such Registration Statement and to be part of such Registration
Statement from the date of filing of such document. Any statement contained in any Registration
Statement (including any further amendment thereto) or in a document incorporated or deemed to be
incorporated by reference in such Registration Statement shall be deemed to be modified or
superseded for purposes of such Registration Statement to the extent that a statement contained in
such Registration Statement (including any further amendment thereto) or in any document filed
subsequent to the date of this Post-Effective Amendment that also is or is deemed to be
incorporated by reference in such Registration Statement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of such Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Companys articles of association confer an indemnity on its directors and Secretary only
in the limited circumstances permitted by the Irish Companies Acts 1963-2009 (the Irish Companies
Acts). The Irish Companies Acts prescribe that such an indemnity only permits a company to pay
the costs or discharge the liability of a director or the secretary where judgment is given in any
civil or criminal action in respect of such costs or liability, or where an Irish court grants
relief because the director or secretary acted honestly and reasonably and ought fairly to be
excused. This restriction does not apply to executives who are not directors or the Secretary of
the Company. Any provision which seeks to indemnify a director or secretary of an Irish company
over and above this shall be void under Irish law, whether contained in its articles of association
or any contract between the director or secretary and the company.
In addition, the Companys articles of association provide that the Company shall indemnify
any current or former executive of the Company (excluding any directors or Secretary) or any person
who is serving or has served at the request of the Company as a director, executive or trustee of
another company, joint venture, trust or other enterprise against expenses, including attorneys
fees, judgements, fines, and amounts paid in settlement actually and reasonably incurred by him or
her in connection with any threatened, pending, or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, other than an action by or in the right of the
Company, to which he or she was, is, or is threatened to be made a party by reason of the fact that
he or she is or was such a director, executive or trustee, provided always that such indemnity
shall not extend to any matter which would render it void pursuant to the Irish Companies Acts. In
the case of any threatened, pending or completed action, suit or proceeding by or in the right of
the Company, the Company shall indemnify each such person against expenses, including attorneys
fees, actually and reasonably incurred in connection with the defense or the settlement thereof,
except no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for fraud or dishonesty in the performance of his or
her duty to the Company unless and only to the extent that the High Court of Ireland or the court
in which such action or suit was brought shall determine upon application that despite the
adjudication of liability, but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the court shall deem proper.
3
The directors of the Company may on a case-by-case basis decide at their discretion that it is
in the best interest of the Company to indemnify an individual director from any liability arising
from his or her position as a director of the Company. However, this discretion must be exercised
bona fide in the best interests of the Company as a whole.
Irish companies may take out directors and officers liability insurance, as well as other
types of insurance, for their directors and officers. The Company has purchased and maintains a
directors and officers liability policy.
In connection with the Transaction, Cooper-Bermuda and the Company are entering into deeds of
indemnification with each of the directors of the Company and its Secretary (the Director and
Secretary indemnification agreements) that provide that Cooper-Bermuda will indemnify the
indemnitee to the fullest extent permitted by law against claims related to the indemnitees
service to the Company (or to Cooper-Bermuda prior to the Transaction Time), except for claims
relating to actions by the indemnitee that are determined by a court to constitute fraud or
dishonesty in the performance of his or her duties to the Company or, prior to the Transaction
Time, to Cooper-Bermuda. The Director and Secretary indemnification agreements also provide that
any and all indemnifiable expenses shall, if so requested by the indemnitee, be paid promptly as
they are incurred, provided that the indemnitee must repay any such expense advance to the extent
that the indemnitee is adjudged by the High Court of Ireland or the court in which such action was
brought to be liable for fraud or dishonesty in the performance of his or her duties to the Company
or, prior to the Transaction Time, to Cooper-Bermuda. Prior to seeking an indemnification payment
or expense advance under the Director and Secretary indemnification agreement, the indemnitee shall
seek an indemnification payment or expense advance under any applicable insurance policy and shall
request that the Company consider in its discretion whether to make such indemnification payment or
expense advance. In the event an indemnification payment or expense advance is not received
pursuant to an insurance policy, or from the Company, within 60 calendar days of the later of the
indemnitees request of the insurer and his or her request of the Company, the indemnitee shall be
entitled to receive such indemnification payment or expense advancement from Cooper-Bermuda
pursuant to the terms of the Director and Secretary indemnification agreement. In the event the
indemnitee receives judgment in his or her favor or the claim against the indemnitee is otherwise
disposed of in a manner that allows the Company to indemnify the indemnitee under its articles of
association as then in effect, the Company will provide such indemnification to the indemnitee and
will reimburse Cooper-Bermuda for any indemnification or expense advance previously made by
Cooper-Bermuda in connection with such claim.
In connection with the Transaction, Cooper-Bermuda and the Company are entering into deeds of
indemnification with each of the executives of the Company (other than the directors and Secretary)
(the Officer indemnification agreements) that provide that the Company will indemnify the
indemnitee to the fullest extent permitted by law against claims related to the indemnitees
service to the Company (or to Cooper-Bermuda prior to the Transaction Time), except for claims
relating to actions by the indemnitee that are determined by a court to constitute fraud or
dishonesty in the performance of his or her duties to the Company or, prior to the Transaction
Time, to Cooper-Bermuda. The Officer indemnification agreements also provide that any and all
indemnifiable expenses shall, if so requested by the indemnitee, be paid promptly as they are
incurred, provided that the indemnitee must repay any such expense advance to the extent that the
indemnitee is adjudged by the High Court of Ireland or the court in which such action was brought
to be liable for fraud or dishonesty in the performance of his or her duties to the Company or,
prior to the Transaction Time, to Cooper-Bermuda.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
For the list of exhibits, see the Exhibit Index to this Post-Effective Amendment, which is
incorporated into this Item 8 by reference.
Item 9. Undertakings
4
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective
amendment to any 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 such 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 such 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 no more than
a 20 percent change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in such effective Registration Statement;
and
(iii) To include any material information with respect to the plan of distribution
not previously disclosed in such Registration Statement or any material change to
such information in such Registration Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
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 such 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 registrants annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act that is incorporated by reference in any 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 provisions summarized
under Item 6 above, 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.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the 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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this
9th day of September, 2009.
|
|
|
|
|
|
COOPER INDUSTRIES PLC
(Registrant)
|
|
|
By: |
/s/ Terry A. Klebe
|
|
|
|
Terry A. Klebe |
|
|
|
Senior Vice President and Chief Financial Officer |
|
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment has been signed below by the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/ Kirk S. Hachigian
|
|
|
|
|
|
|
|
|
|
Kirk S. Hachigian
|
|
Chairman, President and Chief Executive Officer |
|
September 9, 2009 |
|
|
(principal executive officer) |
|
|
|
|
|
|
|
/s/ Terry A. Klebe
|
|
|
|
|
|
|
|
|
|
Terry A. Klebe
|
|
Senior Vice President and
Chief Financial Officer |
|
September 9, 2009 |
|
|
(principal financial officer) |
|
|
|
|
|
|
|
/s/ Rick L. Johnson
|
|
|
|
|
|
|
|
|
|
Rick L. Johnson
|
|
Vice President, Controller and
Chief Accounting Officer |
|
September 9, 2009 |
|
|
(principal accounting officer) |
|
|
|
|
|
|
|
/s/ Ivor J. Evans
|
|
|
|
|
|
|
|
|
|
Ivor J. Evans |
|
Director |
|
September 9, 2009 |
|
|
|
|
|
/s/ Lawrence D. Kingsley |
|
|
|
|
|
|
|
|
|
Lawrence D. Kingsley |
|
Director |
|
September 9, 2009 |
|
|
|
|
|
/s/ James R. Wilson
|
|
|
|
|
|
|
|
|
|
James R. Wilson |
|
Director |
|
September 9, 2009 |
|
|
|
|
|
/s/ Stephen G. Butler
|
|
|
|
|
|
|
|
|
|
Stephen G. Butler |
|
Director |
|
September 9, 2009 |
|
|
|
|
|
/s/ Dan F. Smith
|
|
|
|
|
|
|
|
|
|
Dan F. Smith |
|
Director |
|
September 9, 2009 |
|
|
|
|
|
/s/ Gerald B. Smith
|
|
|
|
|
|
|
|
|
|
Gerald B. Smith |
|
Director |
|
September 9, 2009 |
|
|
|
|
|
/s/ Mark S. Thompson
|
|
|
|
|
|
|
|
|
|
Mark S. Thompson |
|
Director
|
|
September 9, 2009 |
|
|
|
|
|
/s/ Robert M. Devlin
|
|
|
|
|
|
|
|
|
|
Robert M. Devlin |
|
Director |
|
September 9, 2009 |
6
|
|
|
|
|
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/ Linda A. Hill |
|
|
|
|
|
|
|
|
|
Linda A. Hill |
|
Director |
|
September 9, 2009 |
|
|
|
|
|
/s/ James J. Postl |
|
|
|
|
|
|
|
|
|
James J. Postl |
|
Director |
|
September 9, 2009 |
|
|
|
|
|
|
|
|
*By |
/s/ Terrance V. Helz |
|
|
Terrance V. Helz |
|
|
Attorney-In-Fact |
7
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
|
|
|
4.1
|
|
Memorandum and Articles of Association of Cooper Industries
plc (Incorporated by reference to Exhibit 3.1 to the
Registrants Current Report on Form 8-K filed on September 9,
2009) |
|
|
|
4.2
|
|
Certificate of Incorporation of Cooper Industries plc
(Incorporated by reference to Exhibit 3.2 to the Registrants
Current Report on Form 8-K filed on September 9, 2009) |
|
|
|
4.3
|
|
Second Amended and Restated Rights Agreement dated as of
September 8, 2009 between Cooper Industries plc, Cooper
Industries, Ltd. and Computershare Trust Company, N.A.
(Incorporated by reference to Exhibit 4.1 to the Registrants
Current Report on Form 8-K filed on September 9, 2009) |
|
|
|
5.1
|
|
Opinion of counsel* |
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm* |
|
|
|
23.2
|
|
Consent of counsel (included in Exhibit 5.1) |
|
|
|
24.1
|
|
Powers of Attorney* |
|
|
|
99.1
|
|
Amended and Restated Cooper Industries plc Directors Stock
Plan (Incorporated by reference to Exhibit 10.3 to the
Registrants Current Report on Form 8-K filed on September 9,
2009) |
|
|
|
99.2
|
|
Cooper Industries plc Amended and Restated Directors Retainer
Fee Stock Plan (Incorporated by reference to Exhibit 10.4 to
the Registrants Current Report on Form 8-K filed on September
9, 2009) |
|
|
|
99.3
|
|
Cooper Industries Amended and Restated Management Annual
Incentive Plan (Incorporated by reference to Exhibit 10.5 to
the Registrants Current Report on Form 8-K filed on September
9, 2009) |
|
|
|
99.4
|
|
First Amendment to Cooper Industries Amended and Restated
Management Annual Incentive Plan (Incorporated by reference to
Exhibit 10.6 to the Registrants Current Report on Form 8-K
filed on September 9, 2009) |
|
|
|
99.4
|
|
Cooper Industries plc Amended and Restated Stock Incentive
Plan (Incorporated by reference to Exhibit 10.7 to the
Registrants Current Report on Form 8-K filed on September 9,
2009) |
8