S-8

As filed with the Securities and Exchange Commission on February 27, 2015

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FLEETMATICS GROUP PLC

(Exact Name of Registrant as Specified in its Charter)

Ireland	27-3112485
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

Block C, Cookstown Court

Belgard Road

Tallaght

Dublin 24

Ireland

+353 (1) 413 1250

(Address of Principal Executive Offices)

AMENDED AND RESTATED 2011 STOCK OPTION AND INCENTIVE PLAN

(Full Title of the Plan)

FleetMatics USA Group Holdings, Inc.

1100 Winter Street

Waltham, MA 02451

(866) 844-2235

(Name and Address of Agent For Service)

Copy to:

Kenneth J. Gordon, Esq.

Joseph C. Theis, Esq.

Goodwin Procter LLP

Exchange Place

53 State Street

Boston, Massachusetts 02109

(617) 570-1000

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	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary shares, par value €0.015 per share	1,800,126 shares	$39.15	$70,474,933	$8,189.19

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional ordinary shares that become issuable under the Amended and Restated 2011 Stock Option and Incentive Plan (the “2011 Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant’s outstanding shares.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on the average of the high and low sale prices of the registrant’s ordinary shares, as quoted on the New York Stock Exchange, on February 23, 2015.

EXPLANATORY NOTE

This Registration Statement on Form S-8 registers additional ordinary shares under the 2011 Plan. The number of ordinary shares reserved and available for issuance under the 2011 Plan is subject to an automatic annual increase on each February 1, beginning in 2014, by an amount equal to the lesser of (i) 4.75% of the number of ordinary shares outstanding on the immediately preceding January 31 or (ii) such number of ordinary shares as may be determined by the registrant’s Compensation Committee. Accordingly, on February 1, 2015, the number of ordinary shares reserved and available for issuance under the 2011 Plan increased by 1,800,126. As a result of the increase described above, this Registration Statement hereby registers an additional 1,800,126 ordinary shares in the aggregate. The additional shares are of the same class as other securities relating to the 2011 Plan for which the registrant’s registration statement filed on Form S-8 (SEC File No. 333-195714) on May 6, 2014, is effective. The information contained in the registrant’s registration statement on Form S-8 (SEC File No. 333-195714) is hereby incorporated by reference pursuant to General Instruction E.

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Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The registrant hereby incorporates by reference into this registration statement the following documents filed with the SEC:

(a) The registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 27, 2015;

(b) The registrant’s Current Report on Form 8-K, filed with the SEC on January 22, 2015; and

(c) The description of the registrant’s ordinary shares contained in the registrant’s registration statement on Form F-1 (Registration No. 333-191128), filed by the registrant with the SEC under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on September 12, 2013, including any amendments or reports filed for the purpose of updating such description.

All documents that the registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement which indicates that all of the ordinary shares offered have been sold or which deregisters all of such ordinary shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein 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 this registration statement.

Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

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Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

To the fullest extent permitted by Irish law, the registrant’s articles of association confer an indemnity on its directors and officers. However, this indemnity is limited by the Irish Companies Acts, which prescribe that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director or corporate secretary where judgment is given in favor of the director or corporate secretary in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or corporate secretary acted honestly and reasonably and ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or corporate secretary over and above the limitations imposed by the Irish Companies Acts will be void under Irish law, whether contained in its articles of association or any contract between the company and the director or corporate secretary. This restriction does not apply to the registrant’s executives who are not directors, the corporate secretary or other persons who would be considered “officers” within the meaning of that term under the Irish Companies Acts.

The registrant’s articles of association also contain indemnification and expense advancement provisions for persons who are not directors or the registrant’s corporate secretary.

The registrant is permitted under its articles of association and the Irish Companies Acts to take out directors’ and officers’ liability insurance, as well as other types of insurance, for its directors, officers, employees and agents.

Additionally, the registrant’s wholly-owned subsidiary FleetMatics USA Group Holdings, Inc. is incorporated under the laws of the State of Delaware. All of the registrant’s directors are also directors of FleetMatics USA Group Holdings, Inc. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation, or is or was serving at the request of such person as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who are, or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred.

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The registrant’s wholly-owned subsidiary FleetMatics USA Group Holdings, Inc. has entered into agreements to indemnify the registrant’s directors to the maximum extent allowed under Delaware law. These agreements will, among other things, indemnify the registrant’s directors for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in the registrant’s right, on account of any services undertaken by such person on behalf of the company or that person’s status as a member of the registrant’s Board of Directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) 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 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 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% 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 (a)(1)(i) and (a)(1)(ii) herein 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 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.

(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.

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(3) 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.

(b) 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.

(h) 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 Securities and Exchange 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, 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 the City of Waltham, Commonwealth of Massachusetts, on the 27^th day of February, 2015.

FLEETMATICS GROUP PLC
By:	/s/ Stephen Lifshatz
Name:	Stephen Lifshatz
Title:	Chief Financial Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Fleetmatics Group PLC, hereby severally constitute and appoint James M. Travers and Stephen Lifshatz, and each of them singly (with full power to each of them to act alone), with full power of substitution and resubstitution, his or her true and lawful attorneys-in-fact and agents to execute and file, or caused to be filed, with the Securities and Exchange Commission (the “Commission”) Registration Statements on Form S-8 relating to the Company’s common stock, no par value, offered under various compensation and benefit plans of the Company and its subsidiaries and affiliates, any and all amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration under the Securities Act of 1933, as amended, granting unto said attorney-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 as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-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. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or superseded by a new power of attorney regarding the purposes outlined herein dated as of a later date.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the 27^th day of February, 2015.

Signature	Title
/s/    James M. Travers	Executive Director and Chief Executive Officer (Principal Executive Officer)
James. M. Travers
/s/    Vincent De Palma	Non-Executive Director
Vincent De Palma
/s/    Andrew G. Flett	Non-Executive Director
Andrew G. Flett
/s/    James F. Kelliher	Non-Executive Director
James F. Kelliher

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Signature	Title
/s/    Jack Noonan	Non-Executive Director
Jack Noonan
/s/    Liam Young	Non-Executive Director
Liam Young
/s/    Brian Halligan	Non-Executive Director
Brian Halligan
/s/    Allison Mnookin	Non-Executive Director
Allison Mnookin
/s/    Stephen Lifshatz	Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
Stephen Lifshatz

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Amended and Restated Articles of Association of the Registrant (Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form F-1, as amended (File No. 333-183441)).
4.2	Amended and Restated 2011 Stock Option and Incentive Plan (Incorporated by reference to Exhibit 4.2 to the registrant’s Registration Statement on Form S-8 filed on May 6, 2014 (File No. 333-195714)).
5.1*	Opinion of Maples and Calder, Irish legal counsel of the registrant.
23.1*	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.3	Consent of Maples and Calder (included in Exhibit 5.1)
24.1	Powers of Attorney (included on signature page).

* Filed herewith.

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EX-5.1

EXHIBIT 5.1

FleetMatics Group Public Limited Company

Block C

Cookstown Court

Belgard Road

Tallaght

Dublin Ireland

27 February 2015

Dear Sirs

FleetMatics Group Public Limited Company

We act as counsel for FleetMatics Group Public Limited Company, an Irish public limited company (the “Company”), in connection with the proposed registration by the Company of 1,800,126 ordinary shares in its capital, par value €0.015 per share (the “Shares”) pursuant to the Company’s Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on or about the date of this letter (referred to in this letter as the “Registration Statement”). The Shares are issuable under the Fleetmatics Amended and Restated 2011 Stock Option and Incentive Plan (the “Plan”).

The above described transactions are referred to in this letter as the “Transactions”.

All references to “Ireland” in this letter are to the Republic of Ireland and exclude Northern Ireland.

We have reviewed the documents listed in Exhibit A to this opinion letter (the “Documents”).

We express no opinion on any taxation matters.

The opinions set out in this letter relate only to the laws of Ireland which are in force on the date of this letter. Accordingly, we express no opinion with regard to any laws other than the laws of Ireland as applied by the Irish courts as at the date of this letter. Without prejudice to the generality of the foregoing, we express no opinion on European Community law as it affects any jurisdiction other than Ireland or with respect to (i) U.S. state securities or “Blue Sky” laws or (ii) U.S. state or federal antifraud laws. This letter is governed by and will be construed in accordance with the laws of Ireland as at the date hereof.

We have made no investigation of, and express no opinion as to, the laws of any jurisdiction other than Ireland, which would or might affect our opinion as stated herein.

This letter is strictly limited to the matters stated herein and is not to be read as extending, by implication or otherwise, to any other matter.

1 Opinion

Based on the foregoing and solely on our review of the Documents and subject to the additional assumptions set out below, we are of the opinion that the creation of the Shares, as contemplated by the Registration Statement, has been duly authorised by all necessary corporate action of the Company and, on the issuance and allotment of the Shares (by approval of such issuance and allotment by the board of directors of the Company or a duly authorised committee of it, the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Shares have been credited as fully paid) and payment therefor in full in accordance with the memorandum and articles of association of the Company and in the manner contemplated by the Registration Statement and the Plan, the Shares will be validly created, legally issued, fully paid and will not be subject to calls for any additional payments (“non-assessable”).

2 Assumptions

In giving this letter, we have relied (without further verification) on the completeness and accuracy of the Documents. We have also relied on the following assumptions, which we have not independently verified:

2.1 that copy documents, conformed copies or drafts of documents provided to us and comprised in the Documents are true and complete copies of, or in the final forms of, the originals;

2.2 that all signatures, initials and seals are genuine;

2.3 that the memorandum and articles of association of the Company are correct and up to date, as confirmed by the Corporate Certificate (as defined in Exhibit A);

2.4 the truth, accuracy and completeness of each of the statements of matters of fact contained in the Documents;

2.5 that there are no agreements or arrangements in existence which in any way amend or vary the terms of the Transactions or in any way bear on or are inconsistent with the opinions set out in this opinion;

2.6 we have relied on the statements and representations of directors, officers and other representatives of the Company as to factual matters and the accuracy of the registers and corporate records of the Company;

2.7 the Company will receive consideration in money or money’s worth for each Share when issued at the agreed issue price in accordance with the Plan, such price in any event not being less than the par or nominal value of each Share;

2.8 the Registration Statement will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issuance and allotment of the Shares and will be legal, valid, binding and enforceable against all relevant parties in accordance with its terms;

2.9 the lack of bad faith and absence of fraud, coercion, duress, undue influence or mistake on the part of any of the Company, its officers, directors, employees, agents and advisers (excluding Maples and Calder);

2.10 that the Company has entered into the Transactions in good faith, for its legitimate business purposes, for good consideration and that it derives commercial benefit from the Transactions commensurate with the risks undertaken by it in the Transactions;

2.11 that the proceedings described in the minutes of the meetings of the board of directors of the Company dated 18 September 2012 were duly conducted as so described, each of the meetings referred to therein was duly constituted and convened, those present at those meetings acted in good faith and each of the resolutions passed at that meeting was duly adopted and has not been revoked or varied and remains in full force and effect, as confirmed by the Corporate Certificate;

2.12 that the written resolutions of the committee of the board of directors of the Company dated 21 September 2012 were duly passed and approved, have not been revoked or varied and remain in full force and effect, as confirmed by the Corporate Certificate;

2.13 that the written resolutions of the shareholders of the Company dated 21 September 2012 were duly passed and approved, have not been revoked or varied and remain in full force and effect, as confirmed by the Corporate Certificate;

2.14 that the written resolutions of the board of directors of the Company dated 18 July 2013 were duly passed and approved, have not been revoked or varied and remain in full force and effect, as confirmed by the Corporate Certificate;

2.15 that the proceedings described in the minutes of the annual general meeting of the shareholders of the Company dated 19 August 2013 were duly conducted as so described, each of the meetings referred to therein was duly constituted and convened, those present at those meetings acted in good faith and each of the resolutions passed at that meeting was duly adopted and has not been revoked or varied and remains in full force and effect, as confirmed by the Corporate Certificate;

2.16 that all awards of options, grants or any other rights or interests to any party under the Plan have been approved by the Company in accordance with all applicable laws and that no further approval is required in order to issue and allot the Shares in accordance with the Plan on exercise of such options, grants, rights or interests;

2.17 that all and any amendments to and restatements of the Plan have been approved by every party whose approval is required in accordance with the terms of the Plan or by applicable law;

2.18 that all relevant authorisations, approvals, consents and licences required in any jurisdiction (other than Ireland) and all formalities and requirements of the laws of any relevant jurisdictions (other than Ireland) and any regulatory authority therein applicable to the Transactions:

(a) have been made, done or obtained, as the case may be; and

(b) have been and will be complied with,

(and in each case (where applicable) (i) they are in full force and effect and (ii) were made, done and obtained or complied with within any applicable time period); and

2.19 there is nothing under any law (other than the laws of Ireland), which would or might affect the opinions herein appearing and that none of the opinions expressed in this letter will be affected by the laws (including the public policy) of any jurisdiction outside Ireland.

This opinion is given solely for your benefit and may not be relied on by any other person without our prior written consent provided, however, that it may be relied on by persons entitled to rely on it pursuant to applicable provisions of US federal securities laws.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.

Yours faithfully

/s/ Maples and Calder

Exhibit A

Documents

1 Corporate Certificate of corporate counsel to the Company dated 27 February 2015 (“Corporate Certificate”)

2 Registration Statement (as defined in this letter)

3 Minutes of the meetings of the board of directors of the Company dated 18 September 2012

4 Written resolutions of a committee of the board of directors of the Company dated 21 September 2012

5 Written resolutions of the shareholders of the Company dated 21 September 2012

6 Written resolutions of the board of directors of the Company dated 18 July 2013

7 Confirmation of the issued share capital of the Company provided by the Company as at 26 February 2015;

8 Minutes of the annual general meeting of the shareholders of the Company dated 19 August 2013

9 Memorandum and articles of association of the Company as at the date of this letter

10 Such other documents as we have deemed necessary to render the opinions set out in this letter

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statements on Form S-8 (Nos. 001-35678 and 333-195714) of Fleetmatics Group PLC of our report dated February 27, 2015 relating to the financial statements and effectiveness of internal control over financial reporting, which appears in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission (No. 001-35678).

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 27, 2015