As filed with the Securities and Exchange
Commission on May 13, 2019
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
ANALYTICS 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.) |
|
4th Floor, St. Paul’s
Gate, 22-24 New Street
St. Helier, Jersey |
|
JE1 4TR |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Clarivate
Analytics Plc 2019 Incentive Award Plan
(Full titles of the plans)
Vistra USA (IES), LLC
888 Seventh Avenue, 5th Floor
New York, NY 10106
Telephone:
(212) 500-6259
(Name and address of agent for service
and telephone number, including area code, of agent for service)
With copies to:
Rachel W. Sheridan, Esq.
Shagufa R. Hossain, Esq.
Latham & Watkins LLP
555 Eleventh Street, NW
Washington, D.C. 20004
Telephone: (202) 637-2200
Fax: (202) 637-2201 |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the 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 |
¨ |
Accelerated filer |
¨ |
| Non-accelerated filer |
x |
Smaller reporting company |
¨ |
| |
|
Emerging growth company |
x |
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.
x
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered |
Amount
to be registered(1) |
Proposed
maximum offering price per
share |
Proposed
maximum
aggregate
offering price |
Amount of
registration fee |
|
| Ordinary Shares, no par value, reserved for issuance pursuant to the Clarivate Analytics Plc 2019 Incentive Award Plan |
35,193,240 |
$13.84(3) |
$487,074,441.60 |
$59,033.42 |
|
| Ordinary Shares, no par value, reserved for issuance pursuant to share option awards outstanding under the Clarivate Analytics Plc 2019 Incentive Award Plan(2) |
24,806,760 |
$11.60(2)(4) |
$287,758,416.00 |
$34,876.32 |
|
| Total |
60,000,000 |
N/A |
$774,832,857.60 |
$93,909.74 |
|
| (1) |
All securities being registered will be issued
by Clarivate Analytics Plc, a public limited company incorporated under the laws of Jersey, Channel Islands
(“Clarivate”). In connection with the business combination described in the Clarivate’s
Registration Statement on Form F-4, as amended, originally filed with the Securities and Exchange Commission on
February 27, 2019 (File No. 333-229899): (a) Camelot Merger Sub (Jersey) Limited, a private limited company
incorporated under the laws of Jersey, Channel Islands, and a wholly owned subsidiary of Clarivate (“Jersey
Merger Sub”), merged with and into Camelot Holdings (Jersey) Limited, a private limited company incorporated
under the laws of Jersey, Channel Islands (“Camelot”), with Camelot surviving the merger (the
“Jersey Merger”) and (b) CCC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary
of Clarivate (“Delaware Merger Sub”), shall be merged with and into Churchill Capital Corp, a
Delaware corporation (“Churchill”), with Churchill surviving the merger (the “Delaware
Merger”, and together with the Jersey Merger the “Mergers” and the Mergers, together with
the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of the
Transactions, Clarivate will become the public company, and the current security holders of Churchill and the
current security holders of Camelot will become security holders of Clarivate.
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 which
become issuable because 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 outstanding ordinary shares.
|
| (2) |
Prior to the Transactions, Camelot granted awards
to eligible participants under the Camelot Holdings (Jersey) Limited 2016 Equity Incentive Plan (the “2016 Plan”) in
the form of options to purchase ordinary shares of Camelot. Effective as of the effective time of the Jersey Merger, each option
to purchase Camelot shares, to the extent then outstanding and unexercised, automatically, without any action of the holder thereof,
was converted into an option to purchase ordinary shares of Clarivate (a “Rollover Option”). The 2019 Plan is intended
to be the successor plan to the 2016 Plan and, upon the effectiveness of Clarivate’s 2019 Incentive Award Plan (the “2019
Plan”), the Rollover Options ceased to be subject to the terms of the 2016 Plan and are instead governed by the terms and
conditions of the 2019 Plan.
|
| (3) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based on the average of the high and low prices of the shares of common stock of Churchill on the New York Stock Exchange on May 9, 2019 ($13.84 per share). |
| |
|
| (4) |
Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(h) under the Securities Act, based on the weighted average exercise prices of the previously granted share option awards. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
| Item 1. |
Plan Information. |
The documents containing the information specified in Part I
will be delivered in accordance with Form S-8 and Rule 428(b) under the Securities Act. Such documents are not required to be,
and are not, filed with the Securities and Exchange Commission (the “SEC”), either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
| Item 2. |
Registrant Information and Employee Plan Annual Information. |
The written statement required by Item 2 of Part I is included
in documents delivered to participants in the plans covered by this Registration Statement pursuant to Rule 428(b) of the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
| Item 3. |
Incorporation of Documents by Reference. |
Clarivate hereby incorporates by reference in this Registration
Statement Clarivate’s prospectus filed with the SEC on April 26, 2019 pursuant to Rule 424(b) of the Securities Act, which
prospectus is a part of Clarivate’s Registration Statement on Form F-4, as amended (Registration No. 333-229889) (the “F-4
Registration Statement”).
All reports and other documents subsequently filed by Clarivate
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but 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 herein and to be a part hereof from the date
of 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 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
by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. |
Description of Securities. |
The following description of the material terms of the share
capital of Clarivate following the Transactions as described in the F-4 Registration Statement includes a summary of specified
provisions of the amended and restated memorandum and articles of association of Clarivate that will be in effect upon completion
of the Transactions. This description is qualified by reference to Clarivate’s amended and restated memorandum and articles
of association as will be in effect upon consummation of the Transactions, a copy of which is attached to this Registration Statement
and is incorporated in this Registration Statement by reference.
General
Clarivate is a Jersey, Channel Islands public company with limited
liability. Its affairs are governed by the articles of association and the Jersey Companies Law. Clarivate’s register of
members is kept by Vistra (Jersey) Limited at 4th Floor, St. Paul’s Gate, 22-24 New Street, St. Helier, Jersey JE1 4TR. Its
registered office is 4th Floor, St. Paul’s Gate, 22-24 New Street, St. Helier, Jersey JE1 4TR. Its secretary is Stephen Hartman
of Friars House, 160 Blackfriars Road, London, SE1 8EZ, UK.
Upon consummation of the Transactions, the authorized share
capital of Clarivate will be an unlimited number of no par value shares of any class.
Shares
General
Ogier, Jersey, Channel Islands counsel to Clarivate, has confirmed
that all of the issued and outstanding ordinary shares of Clarivate are fully paid and non-assessable. Certificates representing
the outstanding ordinary shares of Clarivate will generally not be issued (unless required to be issued pursuant to the amended
and restated memorandum and articles of association) and legal title to the issued shares is recorded in registered form in the
register of members. Holders of ordinary shares of Clarivate have no pre-emptive, subscription, redemption or conversion rights.
Preferred Shares
The board of directors of Clarivate may provide for other classes
of shares, including series of preferred shares, out of the authorized but unissued share capital, which could be utilized for
a variety of corporate purposes, including future offerings to raise capital for corporate purposes or for use in employee benefit
plans. Such additional classes of shares shall have such voting powers (full or limited or without voting powers), designations,
preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof
as may be determined by the board of directors of Clarivate. If any preferred shares are issued, the rights, preferences and privileges
of holders of ordinary shares of Clarivate will be subject to, and may be adversely affected by, the rights of the holders of such
preferred shares.
Dividends
The holders of ordinary shares of Clarivate are entitled to
such dividends as may be declared by the board of directors of Clarivate, subject to the Jersey Companies Law and the amended and
restated memorandum and articles of association.
Dividends and other distributions on issued and outstanding
ordinary shares may be paid out of the funds of Clarivate lawfully available for such purpose, subject to any preference of any
outstanding preferred shares of Clarivate. Dividends and other distributions will be distributed among the holders of ordinary
shares of Clarivate on a pro rata basis.
Voting rights
Each ordinary share of Clarivate entitles the holder to one
vote on all matters upon which the ordinary shares of Clarivate are entitled to vote. Voting at any shareholders’ meeting
is by way of poll.
A quorum required for a meeting of shareholders of Clarivate
requires the presence in person or by proxy of persons holding in aggregate not less than a simple majority of all voting share
capital of Clarivate in issue (provided that the minimum quorum for any meeting shall be two shareholders entitled to vote).
A special resolution will be required for important matters
such as an alteration of capital, removal of director for cause, merger or consolidation of Clarivate, change of name or making
changes to the amended and restated memorandum and articles of association or the voluntary winding up of Clarivate.
An ordinary resolution of the shareholders of Clarivate requires
the affirmative vote of a simple majority of the votes cast at a quorate general meeting, while a special resolution requires the
affirmative vote of no less than two-thirds of the votes cast at a quorate general meeting or, in each case, a resolution in writing
executed by holders of the number of ordinary shares that would be required to pass the resolution at a meeting at which all the
holders were present and voting.
Variation of rights
The rights attached to any class of shares of Clarivate (unless
otherwise provided by the terms of issue of that class), such as voting, dividends and the like, may be varied only with the sanction
of a special resolution passed at a general meeting or by the written consent of the holders of two-thirds of the shares of that
class or with the sanction of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting
of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class shall not (unless
otherwise provided by the terms of issue of that class) be deemed to be varied by the creation or issue of further shares ranking
in priority to or pari passu with such previously existing shares.
Transfer of ordinary shares
Any shareholder may transfer all or any of his or her ordinary
shares of Clarivate by an instrument of transfer in the usual or common form or any other form prescribed by the New York Stock
Exchange or any other stock exchange or automated quotation system on which Clarivate’s securities are then traded (the “Designated
Stock Exchange”) or as otherwise approved by the board of directors of Clarivate.
In addition, the amended and restated memorandum and articles
of association prohibit the transfer of shares of Clarivate in breach of the rules or regulations of the Designated Stock Exchange
or any relevant securities laws (including the Exchange Act).
Liquidation
On a return of capital on winding up or otherwise (other than
on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares
of Clarivate shall be distributed among the holders of the ordinary shares of Clarivate on a pro rata basis.
Anti-takeover provisions
Clarivate’s amended and restated
memorandum and articles of association will contain provisions to limit the ability of others to acquire control of our company
or cause us to engage in change of control transactions, including, among other things:
| • | provisions that authorize our board of directors, without
action by our shareholders, to issue additional ordinary shares and preferred shares with preferential rights determined by our
board of directors; |
| • | provisions that permit only a majority of our board of
directors or one or more of our shareholders who together hold at least 10% of the voting rights of our shareholders to call shareholder
meetings; |
| • | provisions that impose advance notice requirements, minimum
shareholding periods and ownership thresholds, and other requirements and limitations on the ability of shareholders to propose
matters for consideration at shareholder meetings; provided, however, such advance notice procedure will not apply to the affiliates
of Onex Partners Advisor LP that from time to time hold ordinary shares of Clarivate following the closing of the Transactions,
the affiliated funds of Baring Private Equity Asia Pte Ltd that from time to time hold ordinary shares of Clarivate following
the closing of the Transactions or Jerre Stead or his successor (as the “Designated Shareholder” under the Director
Nomination Agreement to be entered into between Clarivate and Jerre Stead at the closing of the Transactions (the “Director
Nomination Agreement”)) for so long as such person is entitled to nominate one or more members of our board of directors
pursuant to the Amended and Restated Shareholders Agreement of Clarivate, dated January 14, 2019, entered into among, Camelot,
Clarivate and the shareholders of Camelot prior to the closing of the Transaction (the “Amended and Restated Shareholders
Agreement”) or Director Nomination Agreement; and |
| • | a staggered board whereby our directors are divided into
three classes, with each class subject to retirement and re-election once every three years on a rotating basis. |
Directors
Appointment and removal
The management of Clarivate is vested in its board of directors.
The amended and restated memorandum and articles of association provide that there shall be a board of directors consisting of
no fewer than two and no greater than 14 directors, unless increased or decreased from time to time by the board of directors or
by Clarivate in a general meeting Clarivate expects that upon the consummation of the Transactions, the board will consist of 14
directors. So long as shares of Clarivate are listed on the Designated Stock Exchange, the board of directors of Clarivate shall
include such number of “independent directors” as the relevant rules applicable to the listing of any shares on the
Designated Stock Exchange require (subject to any applicable exceptions for “controlled” companies).
The directors shall be divided into three (3) classes designated
as Class I, Class II and Class III, respectively. At the first annual general meeting of shareholders of Clarivate (expected in
2020), the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three
years. At the second annual general meeting of shareholders of Clarivate (expected in 2021), the term of office of the Class II
directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual general meeting
of shareholders of Clarivate (expected in 2022), the term of office of the Class III directors shall expire and Class III directors
shall be elected for a full term of three years. At each succeeding annual general meeting of shareholders of Clarivate, directors
shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual general
meeting.
The directors of Clarivate have the power from time to time
and at any time to appoint any person as a director to fill a vacancy on the board of directors or as an addition to the existing
board of directors, subject to the remaining provisions of the amended and restated memorandum and articles of association, the
terms of the Director Nomination Agreement and the Amended and Restated Shareholders Agreement, applicable law and the listing
rules of the Designated Stock Exchange. Any director so appointed shall hold office until the expiration of the term of such class
of directors or until his earlier death, resignation or removal.
A director may be removed from office by the holders of ordinary
shares of Clarivate by special resolution only for “cause” (as defined in the amended and restated memorandum and articles
of association). In addition, a director may be removed from office by the board of directors of Clarivate by resolution made by
the board of directors for “cause.”
The appointment and removal of directors is subject to the applicable
rules of the Designated Stock Exchange and to the provisions of the Director Nomination Agreement and the Amended and Restated
Shareholders’ Agreement.
The detailed procedures for the nomination of persons proposed
to be elected as directors at any general meeting of Clarivate are set out in the amended and restated memorandum and articles
of association.
Indemnification of directors and officers
To the fullest extent permitted by law, the amended and restated
memorandum and articles of association provide that the directors and officers of Clarivate shall be indemnified from and against
all liability which they incur in execution of their duty in their respective offices, except liability incurred by reason of such
director’s or officer’s actual fraud or willful default.
| Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. |
Indemnification of Directors and Officers. |
The Jersey Companies Law does not contain any provision permitting
Jersey companies to limit the liabilities of directors for breach of fiduciary duty. However, a Jersey company may exempt from
liability, and indemnify directors and officers for, liabilities incurred in defending any proceedings (whether civil or criminal)
in which judgment is given in the person’s favor or the person is acquitted; which are discontinued other than for some benefit
conferred by the person or on the person’s behalf or some detriment suffered by the person; which are settled on terms which
include such benefit or detriment and, in the opinion of a majority of the directors of the company (excluding any director who
conferred such benefit or on whose behalf such benefit was conferred or who suffered such detriment), the person was substantially
successful on the merits in the person’s resistance to the proceedings; any liability incurred other than to the company
if the person acted in good faith with a view to the best interests of the company; any liability incurred in connection with an
application made under Article 212 of the Jersey Companies Law in which relief is granted to the person by the court; or any liability
against which the company normally maintains insurance for persons other than directors.
To the fullest extent permitted by law, the amended and restated
memorandum and articles of association provide that the directors and officers of Clarivate shall be indemnified from and against
all liability which they incur in execution of their duty in their respective offices, except liability incurred by reason of such
director’s or officer’s actual fraud or willful default.
| Item 7. |
Exemption from Registration Claimed. |
Not applicable.
Reference is made to the attached Exhibit Index, which is incorporated
by reference herein.
(a) Clarivate 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective 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 (i) and (ii) do not
apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC 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) For purposes of determining any liability under the Securities
Act, each filing of Clarivate’s annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling persons of Clarivate pursuant to the provisions set
forth above, or otherwise, Clarivate has been advised that in the opinion of the SEC 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 Clarivate of expenses incurred or paid by a director, officer or controlling person of Clarivate
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, Clarivate 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.
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 Philadelphia,
the United States, on the 13th day of May, 2019.
| |
CLARIVATE ANALYTICS PLC |
| |
|
|
| |
By: |
/s/ Jay Nadler |
| |
Name: |
Jay Nadler |
| |
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints each of Jay Nadler, Christine Archbold, Richard Hanks and Stephen Hartman, each acting alone, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and all amendments thereto,
including post-effective amendments, of Clarivate Analytics Plc, and to file the same, with all exhibits thereto, and other document
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting
alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that
any such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons on the 13th day of May, 2019 in the capacities indicated.
|
Name |
|
Title |
| |
|
|
| /s/ Jay Nadler |
|
Chief Executive Officer |
| Jay Nadler |
|
(Principal Executive Officer) |
| |
|
|
| /s/ Christine Archbold |
|
Chief Accounting Officer |
| Christine Archbold |
|
(Principal Accounting Officer) |
| |
|
|
| /s/ Richard Hanks |
|
Chief Financial Officer |
| Richard Hanks |
|
(Principal Financial Officer) |
| |
|
|
| /s/ Konstantin Gilis |
|
Director |
| Konstantin Gilis |
|
|
| |
|
|
| /s/ Paul Edwards |
|
Director |
| Paul Edwards |
|
|
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 Analytics Plc, has
signed this Registration Statement in the City of New York, State of New York, on the 13th day of May, 2019.
| |
VISTRA USA (IES), LLC |
|
| |
|
|
| |
|
|
|
| |
By: |
/s/ Waldo Mercado |
|
| |
Name: |
Waldo Mercado |
| |
Title: |
Manager, International Operations |
EXHIBIT INDEX
* Filed herewith
