-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A8+ZPJMANDvoI3tiEam72Dkao/LPpW3ytPzM8SeE0Lt3uvi9MkdL4c836IcfD+iE deigzyuSFA4CyrEBldsXKA== 0001140361-09-020502.txt : 20090910 0001140361-09-020502.hdr.sgml : 20090910 20090909182911 ACCESSION NUMBER: 0001140361-09-020502 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090910 DATE AS OF CHANGE: 20090909 EFFECTIVENESS DATE: 20090910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMSON REUTERS PLC /ADR/ CENTRAL INDEX KEY: 0001056084 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-152029-01 FILM NUMBER: 091061385 BUSINESS ADDRESS: STREET 1: 3 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 6462234000 MAIL ADDRESS: STREET 1: 3 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: REUTERS GROUP PLC /ADR/ DATE OF NAME CHANGE: 20071009 FORMER COMPANY: FORMER CONFORMED NAME: REUTERS GROUP PLC /ADR/ DATE OF NAME CHANGE: 20010705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMSON REUTERS CORP /CAN/ CENTRAL INDEX KEY: 0001075124 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 980176673 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-152029 FILM NUMBER: 091061384 BUSINESS ADDRESS: STREET 1: 3 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 6462234000 MAIL ADDRESS: STREET 1: 3 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: THOMSON CORP /CAN/ DATE OF NAME CHANGE: 19981211 S-8 POS 1 forms8pos.htm THOMSON REUTERS S-8 POS 9-10-2009 forms8pos.htm
As filed with the Securities and Exchange Commission on September 10, 2009

Registration No. 333-152029      
333-152029-01
 
UNITED STATES
 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
 
 
Thomson Reuters Corporation
(Exact name of registrant as specified in its charter)
Thomson Reuters PLC
     
Ontario, Canada
(State or other jurisdiction of incorporation or organization)
England and Wales
     
98-0176673
(I.R.S. Employer Identification No. (if applicable))
98-0626457
 
3 Times Square
 New York, New York 10036
 (Address of principal executive offices)
 
 
 Thomson Reuters Stock Incentive Plan
 Thomson Reuters U.S. Employee Stock Purchase Plan
 Thomson Reuters Global Employee Stock Purchase Plan
 Thomson Reuters Deferred Compensation Plan
 (Full title of the plans)
 
 
Thomson Reuters Holdings Inc.
 Attn: Deirdre Stanley, Executive Vice President and General Counsel
 3 Times Square
 New York, New York 10036
 (Name and address of agent for service)
 
(646) 223-4000
 (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. (Check one):
 
Large accelerated filer þ      
  
Accelerated filer o      
  
Non-accelerated filer o     
  
Smaller reporting company  o
       
(Do not check if a smaller reporting company)
    
 
 
 
 
 
EXPLANATORY NOTE
 
This Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-152029/333-152029-01) (the "2008 Registration Statement") is being filed to deregister 8,500,000 Thomson Reuters PLC ordinary shares that were previously registered for issuance as part of the 2008 Registration Statement, as originally filed on June 30, 2008.  On September 10, 2009, Thomson Reuters will unify its dual listed company (“DLC”) structure. Pursuant to the DLC unification, each ordinary share of Thomson Reuters PLC will be exchanged for one common share of Thomson Reuters Corporation, and Thomson Reuters PLC will become a wholly-owned subsidiary of Thomson Reuters Corporation. Accordingly, all outstanding Thomson Reuters PLC ordinary shares will either be cancelled or transferred to Thomson Reuters Corporation. Pursuant to the undertakings contained in the 2008 Registration Statement 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, Thomson Reuters Corporation and Thomson Reuters PLC are filing this Post-Effective Amendment No. 1 to the 2008 Registration Statement to deregister all 8,500,000 ordinary shares of Thomson Reuters PLC that were previously registered and have not been sold or otherwise issued as of the date of filing of this Post-Effective Amendment No. 1.
 
This Post-Effective Amendment No. 1 to the 2008 Registration Statement does not deregister any common shares of Thomson Reuters Corporation that were previously registered as part of the 2008 Registration Statement. Thomson Reuters Corporation plans to file a separate Registration Statement on Form S-8 (the “New Registration Statement”) to register an additional 8,500,000 common shares of Thomson Reuters Corporation. The $9,219.78 registration fee previously paid on June 30, 2008 to register the Thomson Reuters PLC ordinary shares under the 2008 Registration Statement, and that are now being deregistered under this Post-Effective Amendment No. 1 to the 2008 Registration Statement, will be carried forward and applied to the registration fee that will be due when Thomson Reuters Corporation registers the same number of shares on the New Registration Statement.

 
 
 
 
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. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on this 9th day of September 2009.
 
 
THOMSON REUTERS CORPORATION
   
 
By:
/s/ Deirdre Stanley
   
Name:
Deirdre Stanley
   
Title:
Executive Vice President and
     
General Counsel
 
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated and on this 9th day of September 2009.
 

Signature
  
Title
     
*
  
Chief Executive Officer and Director
Thomas H. Glocer
  
(principal executive officer)
     
*
  
Executive Vice President and Chief Financial Officer
Robert D. Daleo
  
(principal financial officer)
     
*
  
Senior Vice President, Controller and Chief Accounting Officer
Linda J. Walker
  
(principal accounting officer)
     
   
Chairman of the Board of Directors
David Thomson
    
     
*
  
Deputy Chairman of the Board of Directors
W. Geoffrey Beattie
    
     
*
  
Deputy Chairman of the Board of Directors
Niall FitzGerald
    
     
    Director
Manvinder S. Banga    
     
*
  
Director
Mary Cirillo
    
     
*
  
Director
Steven A. Denning
    
     
*
  
Director
Lawton Fitt
    
     
*
  
Director
Roger L. Martin
    
     
 
 
 
 
 
* 
  
Director
Sir Deryck Maughan
    
     
*
  
Director
Kenneth Olisa
    
     
*
  
Director
Vance K. Opperman
    
     
   
Director
John M. Thompson
    
     
*
  
Director
Peter J. Thomson
    
     
*
  
Director
John A. Tory
    
 
*
By:
/s/ Deirdre Stanley
  
Attorney-in-Fact
   
Deirdre Stanley
    
 
 
 
 
 
AUTHORIZED REPRESENTATIVE
 
     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed below by the undersigned, Thomson Reuters Corporation’s duly authorized representative in the United States, on this 9th day of September 2009.
 

 
THOMSON REUTERS HOLDINGS INC.
   
 
By:
/s/ Marc E. Gold
   
Name:
Marc E. Gold
   
Title:
Assistant Secretary
 
 
 
 
 
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. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on this 9th day of September 2009.
 
 
THOMSON REUTERS PLC
   
 
By:
/s/ Deirdre Stanley
   
Name:
Deirdre Stanley
   
Title:
Executive Vice President and
     
General Counsel
 
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated and on this 9th day of September 2009.
 

Signature
  
Title
     
*
  
Chief Executive Officer and Director
Thomas H. Glocer
  
(principal executive officer)
     
*
  
Executive Vice President and Chief Financial Officer
Robert D. Daleo
  
(principal financial officer)
     
*
  
Senior Vice President, Controller and Chief Accounting Officer
Linda J. Walker
  
(principal accounting officer)
     
*
  
Chairman of the Board of Directors
David Thomson
    
     
*
  
Deputy Chairman of the Board of Directors
W. Geoffrey Beattie
    
     
*
  
Deputy Chairman of the Board of Directors
Niall FitzGerald
    
     
    Director
Manvinder S. Banga    
     
*
  
Director
Mary Cirillo
    
     
*
  
Director
Steven A. Denning
    
     
*
  
Director
Lawton Fitt
    
     
*
  
Director
Roger L. Martin
    
     
 
 
 
 
 
* 
  
Director
Sir Deryck Maughan
    
     
*
  
Director
Kenneth Olisa
    
     
*
  
Director
Vance K. Opperman
    
     
   
Director
John M. Thompson
    
     
*
  
Director
Peter J. Thomson
    
     
*
  
Director
John A. Tory
    
 
*
By:
/s/ Deirdre Stanley
  
Attorney-in-Fact
   
Deirdre Stanley
    
 
 
 
 
 
AUTHORIZED REPRESENTATIVE
 
     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed below by the undersigned, Thomson Reuters PLC’s duly authorized representative in the United States, on this 9th day of September 2009.
 
 
THOMSON REUTERS HOLDINGS INC.
   
 
By:
/s/ Marc E. Gold
   
Name:
Marc E. Gold
   
Title:
Assistant Secretary
 
 
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