S-8 1 d825478ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on November 28, 2014

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

UBS GROUP AG

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Switzerland   N/A

(State or Other Jurisdiction of

Incorporation or Organization)

  

(IRS Employer

Identification Number)

UBS OMNIBUS STOCK PLAN

(Full Title of Plan)

BAHNHOFSTRASSE 45, CH-8001 ZURICH, SWITZERLAND

+41 44 234 11 11

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

David Kelly

677 Washington Boulevard

Stamford, CT 06901

(203) 719-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:

Rebecca J. Simmons

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

 

 

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, CHF 0.10 per share

   25,000,000   $17.52   $437,875,000   $50,881.08

 

 

(1) This registration statement (“Registration Statement”) relates to 25,000,000 ordinary shares of UBS Group AG (“UBS Group” or the “Registrant”) (each ordinary share of UBS Group, a “UBS Group Share”) issuable under the UBS Omnibus Stock Plan (the “Plan”). In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers an indeterminate number of interests to be offered or sold pursuant to the Plan. This Registration Statement also covers an indeterminate number of additional Ordinary Shares that may be issued pursuant to anti-dilution and other adjustment provisions of the Plan.
(2) Computed solely for the purpose of calculating the registration fee in accordance with Rules 457(h) and 457(c) under the Securities Act, based on the average of the high and low prices of the Ordinary Shares, CHF 0.10 par value per share, of UBS Group “when-issued” shares as reported on the New York Stock Exchange Consolidated Tape on November 24, 2014.

 

 

 

EXPLANATORY NOTE

On October 14, 2014, UBS Group and UBS AG launched an exchange offer (the “Exchange Offer”) pursuant to which UBS AG proposed to establish a new holding company, UBS Group. Under the terms of the Exchange Offer, every UBS AG ordinary share (each, a “UBS Share”) validly tendered was exchanged for one UBS Group Share. Pursuant to an assumption agreement between UBS Group and UBS AG, UBS Group assumed the obligations of UBS AG under the Plan. As a result of the Exchange Offer and this assumption, all existing options and other equity or equity-based rights over UBS Shares were converted into equivalent options and other equity or equity-based rights over UBS Group Shares.

All such equity award entitlements will continue to be governed by the terms of the UBS AG Omnibus Stock Plan, which has been renamed the UBS Omnibus Stock Plan, provided that (i) all references to “Shares” under such plan and any applicable award agreement shall be deemed references to UBS Group Shares, and (ii) all references to the “Committee” under such plan shall be deemed references to the Human Resources and Compensation Committee of the Board of Directors of UBS Group.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

 

Item 1. Plan Information

Information required by Part I to be contained in the Section 10(a) prospectus relating to the Plan is omitted from this Registration Statement in accordance with Rule 428(b)(1) under the Securities Act, and the “Note” to Part I of Form S-8. Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

Item 2. Registration Information and Employee Plan Annual Information

UBS Group will provide participants of the Plan, upon written or oral request and without charge, a copy of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, which are incorporated by reference in the Section 10(a) prospectus, and all documents required to be delivered to employees pursuant to Rule 428(b) under the Securities Act. Requests for the UBS Omnibus Plan documents should be directed to UBS Group AG (c/o Kumah Balogun), 2 Finsbury Avenue, London EC2M 2PP, United Kingdom, telephone number 44-207-568-0000 (for London) or 41-44-234-1111 (for Zurich) (ask for Group Rewards team) or by email at ubs-plan-administration@equatex.com. Requests for the documents incorporated by reference should be directed to UBS Group, Investor Relations, PO BOX, CH-8098 Zurich, Switzerland, telephone number 41-44-234-4100 or 212-882-5734.

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 of the Registrant and UBS AG:

 

  (a) UBS AG’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013.

 

  (b) UBS AG’s Current Reports on Form 6-K filed with the SEC on April 1, 2014, April 4, 2014, May 6, 2014, May 7, 2014, May 19, 2014, July 29, 2014, August 27, 2014, September 29, 2014 and October 2, 2014; the Registrant’s and UBS AG’s joint Current Reports on Form 6-K filed on October 28, 2014, November 12, 2014, November 21, 2014 and November 26, 2014; as well as the Registrant’s Current Reports on Form 6-K filed on November 26, 2014, but, in each case, not including any such submissions or portions of such submissions consisting of legal opinions.

 

  (c) The Registrant’s Registration Statement on Form F-4, filed on September 29, 2014, as amended from time to time, pursuant to the Securities Act.

 

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All documents filed by the Registrant pursuant to Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the effective date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or de-registering 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, provided, however, that the Registrant is not incorporating by reference any information in these documents or filings that is deemed “furnished” to and not filed with the Commission, and is incorporating by reference only those Forms 6-K which specifically state that they are incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this 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

Neither the Registrant’s articles of association nor Swiss statutory law contain provisions regarding the indemnification of directors and officers.

According to general principles of Swiss employment law, an employer may, under certain circumstances, be required to indemnify an employee against losses and expenses incurred by him in the execution of his duties under the employment agreement, unless the losses and expenses arise from the employee’s gross negligence or willful misconduct.

The Registrant maintains directors’ and officers’ insurance for its directors and officers.

 

Item 7. Exemption From Registration Claimed

Not Applicable.

 

Item 8 Exhibits

An Exhibit Index, containing a list of all exhibits filed with this Registration Statement, is included on page 7.

 

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Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(a)(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; and

 

  (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) 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 this 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.

 

  (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) 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 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 this 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.

 

  (c) 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, 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 Stamford, State of Connecticut, on November 28, 2014.

 

UBS GROUP AG
By:  

/s/ John Tomaszewski

  Name:   John Tomaszewski
  Title:  

Authorized Signer

By:  

/s/ Sarah M. Starkweather

  Name:   Sarah M. Starkweather
  Title:  

Authorized Signer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following person in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

*

   

Chief Executive Officer

   November 28, 2014
Sergio P. Ermotti   

(principal executive officer)

  

*

   

Group Chief Financial Officer

   November 28, 2014
Tom Naratil   

(principal financial officer and principal accounting officer)

  

*

   

Chairman and Member of Board of Directors

   November 28, 2014
Axel A. Weber     

*

   

Vice Chairman and Member of Board of Directors

   November 28, 2014
Michel Demaré     

*

   

Senior Independent Director

   November 28, 2014
David Sidwell     

*

   

Member of Board of Directors

   November 28, 2014
Reto Francioni     

 

   

Member of Board of Directors

   November 28, 2014
Ann F. Godbehere     

*

   

Member of Board of Directors

   November 28, 2014
Axel P. Lehmann     

 

5

*

   

Member of Board of Directors

   November 28, 2014
Dr. Helmut Panke     

 

   

Member of Board of Directors

   November 28, 2014
William G. Parrett     

*

   

Member of Board of Directors

   November 28, 2014
Isabelle Romy     

*

   

Member of Board of Directors

   November 28, 2014
Beatrice Weder di Mauro     

*

   

Member of Board of Directors

   November 28, 2014
Joseph Yam     

 

*By:  

/s/ Sarah M. Starkweather

  Sarah M. Starkweather, as attorney-in-fact

Pursuant to the requirements of Section 6(a) of the Securities Act, as amended, the Authorized Representative has duly caused this Registration Statement to be signed, solely in his capacity as the duly authorized representative of UBS Group in the United States, in the City of Stamford, State of Connecticut, on November 28, 2014.

 

By:  

/s/ David Kelly

  Name:   David Kelly
  Title:   Managing Director

Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on November 28, 2014.

 

UBS OMNIBUS STOCK PLAN
By:  

/s/ Paul Greene

  Name:   Paul Greene
  Title:   Managing Director

 

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INDEX TO EXHIBITS

 

Exhibit
No.

   

Description of Exhibit

  4    English translation of Articles of Association of UBS Group AG, incorporated by reference to Exhibit 3.1 of the Registrant’s Report on Form 6-K dated November 26, 2014.
  5    Opinion of Baer & Karrer as to the legality of securities to be registered (filed herewith).
23.1    Consent of Ernst & Young Ltd (filed herewith).
23.2    Consent of Baer & Karrer (included in Exhibit 5 filed herewith).
24    Powers of Attorney (filed herewith).

 

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