S-8 1 tm248497d1_s8.htm FORM S-8

 

As filed with the Securities and Exchange Commission on March 12, 2024

 

Registration No. 333-    

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

 

Clarivate Plc

(Exact Name of Registrant as Specified in Its Charter)

 

Jersey, Channel Islands   Not Applicable

(State or Other Jurisdiction

of Incorporation or Organization)

  

(I.R.S. Employer

Identification No.)

 

70 St. Mary Axe

London EC3A 8BE

United Kingdom

(Address of Principal Executive Offices) (Zip Code)

 

Clarivate Plc 2019 Incentive Award Plan

(Full Title of the Plans)

 

 

 

Clarivate Analytics (US) LLC
1500 Spring Garden Street
Philadelphia, PA 19103
(Name and Address of Agent For Service)

(215) 386-0100

(Telephone Number, including area code, of agent for service)

 

 

 

Copies to:

 

Kyoko Takahashi Lin, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

 

 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x  Accelerated filer ¨ 
Non-accelerated filer ¨ Smaller reporting company ¨
    Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.            ¨

 

 

 

 

 

 

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

 

Pursuant to General Instruction E of Form S-8, Clarivate Plc (the “Registrant”) is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) to register 40,000,000 of the Registrant’s ordinary shares under the Clarivate Plc 2019 Incentive Award Plan, as amended and restated (the “Plan”), as approved by the shareholders of the Registrant on May 13, 2019. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on May 13, 2019 (Registration No. 333-231405). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

 

 

 

 

PART II

 

Information Required in the Registration Statement

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

(a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 27, 2024;

 

(b)all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's Annual Report referred to in (a) above; and

 

(c)the description of the Registrant’s ordinary shares contained in Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 27, 2024, including any amendments or reports filed for the purpose of updating such description.

 

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the filing of this Registration Statement shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

 

 

 

Item 8. Exhibits.

 

Exhibit   Incorporated by Reference Filed
Number Exhibit Description Form File No. Exhibit Filing Date Herewith
4.1 Amended and Restated Memorandum and Articles of Association of the Registrant. 8-K 001-38911 3.1 May 12, 2021  
5.1 Opinion of Ogier.         X
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.         X
23.2 Consent of Ogier (contained in Exhibit 5.1).         X
24.1 Power of Attorney (included on the signature page of this Registration Statement).         X
99.1 2019 Incentive Award Plan, as amended and restated. 10-Q 001-38911 10.4 October 29, 2020  
107 Filing Fee Table.         X

 

 

 

 

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on this 12th day of March 2024.

 

      Clarivate Plc
       
Date: March 12, 2024   /S/ Jonathan Collins
      Jonathan Collins
      Executive Vice President & Chief Financial Officer

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Clarivate Plc, has signed this Registration Statement in the City of Philadelphia, State of Pennsylvania, on the 12th day of March 2024.

 

  CLARIVATE ANALYTICS (US) LLC
   
  By: /s/ Julio Martin
  Name: Julio Martin
  Title: Director

 

 

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Registrant do hereby constitute and appoint Jonathan Gear, Jonathan Collins, and Melanie Margolin, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

 

 

 

Signature   Title   Date
         
/s/ Jonathan Gear   Chief Executive Officer and Director   March 12, 2024
Jonathan Gear   (Principal Executive Officer)    
         
/s/ Jonathan Collins   Chief Financial Officer   March 12, 2024
Jonathan Collins   (Principal Financial Officer)    
         
/S/ Michael Easton   Chief Accounting Officer   March 12, 2024
Michael Easton   (Principal Accounting Officer)    
         
/s/ Andrew Snyder   Director   March 12, 2024
Andrew Snyder        
         
/s/ Adam Levyn   Director   March 12, 2024
Adam Levyn        
         
/s/ Anthony Munk   Director   March 12, 2024
Anthony Munk        
         
/s/ Jane Okun Bomba   Director   March 12, 2024
Jane Okun Bomba        
         
/s/ Michael Angelakis   Director   March 12, 2024
Michael Angelakis        
         
/s/ Richard Roedel   Director   March 12, 2024
Richard Roedel        
         
/s/ Saurabh Saha   Director   March 12, 2024
Saurabh Saha        
         
/s/ Usama Cortas   Director   March 12, 2024
Usama Cortas        
         
/s/ Valeria Alberola   Director   March 12, 2024
Valeria Alberola        
         
/s/ Wendell Pritchett   Director   March 12, 2024
Wendell Pritchett