S-8 POS 1 s8pos_092206-1.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
 
As filed with the Securities and Exchange Commission on September 28, 2006 Registration No. 333-57266

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
 _________________
REUTERS GROUP PLC
 (Exact name of Registrant as specified in its charter)

England and Wales Not Applicable
(State or other jurisdiction of
incorporation or organization) 		(I.R.S. Employer
Identification Number)

The Reuters Building
South Colonnade
Canary Wharf
London, E14 5EP
England
44 (0) 207 250 1122
(Address and telephone number of Registrant’s principal executive offices)

REUTERS GROUP PLC DISCRETIONARY STOCK OPTION PLAN

(Full title of the plans)

Nancy C. Gardner, Americas General Counsel
Reuters America LLC
The Reuters Building
3 Times Square, 20th Floor
New York, NY 10036
(646) 223 4000
(Name, address and telephone number of agent for service)

Copies to:
Doreen E. Lilienfeld, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY
(212) 848-7171


EXPLANATORY STATEMENT

This Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-57266 (the “Registration Statement”) is being filed to deregister certain Ordinary Shares, nominal value 25 pence per share (the “Shares”), of Reuters Group PLC (the “Registrant”) that were registered for issuance pursuant to the Reuters Group PLC Discretionary Stock Option Plan (the “DSOP”). The Registration Statement registered 20,000,000 Shares issuable pursuant to the DSOP. The Registration Statement is hereby amended to deregister the remaining unissued Shares.

SIGNATURES

                Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the Registrant, Reuters Group PLC, a corporation organized and existing under the laws of England and Wales, 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 its Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in London on the 28 day of September, 2006.

Reuters Group PLC
(Registrant)



By: /s/ David John Grigson
Name: David John Grigson
Title: Finance Director



POWER OF ATTORNEY

                 KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints David John Grigson (with full power to act alone), 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 do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act, and any rules, regulations and requirements of the Commission in connection with this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as an Officer, Director or Authorized Representative in the United States or in any other capacity with respect to this Post-Effective Amendment, and to any and all instruments and documents filed as part of or in connection with this Post-Effective Amendment.

                 Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed below by the following in the capacities indicated as of this 28 day of September, 2006.

SIGNATURE TITLE
   
   
/s/ Niall FitzGerald                                                Chairman and Director
Niall FitzGerald
   
   
/s/ Thomas Henry Glocer                                     Chief Executive Officer and Director
Thomas Henry Glocer (Principal Executive Officer)
   
   
/s/ David Grigson                                                  Finance Director and Director
David Grigson (Principal Financial and Accounting Officer)
   
   
/s/ Devin Wenig                                                   Chief Operating Officer and Director
Devin Wenig
   
   
/s/ Edward Kozel                                                   Director
Edward Kozel
   
   
/s/ Richard Olver                                                    Director
Richard Olver
   
   
/s/ Ian Charles Strachan                                        Director
Ian Charles Strachan
   
   
/s/ Penelope Hughes                                              Director
Penelope Hughes
   
   
/s/ Lawton Fitt                                                         Director
Lawton Fitt
   
   
/s/ Kenneth Olisa                                                    Director
Kenneth Olisa
   
   
                                                                                   Director
Sir Deryck Maughan
   
   
/s/ Nancy C. Gardner                                             Authorized U.S. Representative
Nancy C. Gardner