0001193125-18-270948.txt : 20180911 0001193125-18-270948.hdr.sgml : 20180911 20180911164856 ACCESSION NUMBER: 0001193125-18-270948 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180911 DATE AS OF CHANGE: 20180911 EFFECTIVENESS DATE: 20180911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RELX PLC CENTRAL INDEX KEY: 0000929869 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: 333-167058 FILM NUMBER: 181065273 BUSINESS ADDRESS: STREET 1: 1-3 STRAND CITY: LONDON WC2N 5JR STATE: X0 ZIP: 00000 BUSINESS PHONE: 011442071665660 MAIL ADDRESS: STREET 1: 1-3 STRAND CITY: LONDON WC2N 5JR STATE: X0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: REED ELSEVIER PLC DATE OF NAME CHANGE: 19940912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RELX N.V. CENTRAL INDEX KEY: 0000929872 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 000000000 STATE OF INCORPORATION: E1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-167058-01 FILM NUMBER: 181065274 BUSINESS ADDRESS: STREET 1: RADARWEG 29 STREET 2: 1043 NX AMSTERDAM CITY: THE NETHERLANDS STATE: P7 ZIP: 00000 BUSINESS PHONE: 011442071665660 MAIL ADDRESS: STREET 1: RADARWEG 29 STREET 2: 1043 NX AMSTERDAM CITY: THE NETHERLANDS STATE: P7 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: REED ELSEVIER NV DATE OF NAME CHANGE: 20070309 FORMER COMPANY: FORMER CONFORMED NAME: ELSEVIER NV / DATE OF NAME CHANGE: 19980327 S-8 POS 1 d613060ds8pos.htm S-8 POS (AMENDMENT NO.1) S-8 POS (Amendment No.1)

As filed with the Securities and Exchange Commission on September 11, 2018

Registration Nos. 333-197580

333-191419

333-167058

333-143605

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-197580

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-191419

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-167058

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-143605

UNDER

THE SECURITIES ACT OF 1933

 

 

 

RELX PLC  

RELX N.V.

(RELX PLC, as successor by merger to RELX N.V.)

(Exact name of registrant as specified in its charter)   (Exact name of registrant as specified in its charter)

 

 

 

England

(Jurisdiction of incorporation or organization)

  

Not applicable

(I.R.S. Employer Identification No.)

 

1-3 Strand

London WC2N 5JR

England

United Kingdom

(Address of Principal Executive Offices)

  

Not applicable

(Zip Code)

 

 

RELX Group plc Restricted Share Plan 2014

(formerly known as Reed Elsevier Group plc Restricted Share Plan 2014)

RELX Group plc Executive Share Option Scheme 2013

(formerly known as Reed Elsevier Group plc Executive Share Option Scheme 2013)

RELX Group plc Long-Term Incentive Plan 2013

(formerly known as Reed Elsevier Group plc Long-Term Incentive Plan 2013)

Reed Elsevier Group plc Lexis-Nexis Risk & Information Analytics Group Long Term Incentive Plan

RELX Group plc Bonus Investment Plan 2010

(formerly known as Reed Elsevier Group plc Bonus Investment Plan 2010)

Reed Elsevier Group plc Growth Plan

Reed Elsevier Group plc Long-Term Incentive Plan 2010

RELX Group plc Share Option Scheme

(formerly known as Reed Elsevier Group plc Share Option Scheme)

RELX Group plc Retention Share Plan

(formerly known as Reed Elsevier Group plc Retention Share Plan)

Reed Elsevier Group plc Bonus Investment Plan

Reed Elsevier Group plc Long Term Incentive Share Option Scheme

(Full title of the plans)

 

 

 

Henry Udow, Esq.

Company Secretary

1-3 Strand, London WC2N 5JR, England

United Kingdom

Tel: 011 44 20 7166 5500

  

Kenneth Thompson II, Esq.

RELX Inc.

9443 Springboro Pike, B4F5S14

Miamisburg, OH 45342

Tel: (937) 865-7606

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

 

 

With copies of all communications to:

Mark Brod, Esq.

Carol Daniel, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Tel: (212) 455-2000

 

 

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 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     ☐(Do not check if a smaller reporting company)   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.  ☐

 

 

 

EXPLANATORY STATEMENT

These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (the “Registration Statements”) of RELX PLC (formerly known as Reed Elsevier PLC) and RELX N.V. (formerly known as Reed Elsevier N.V.) and are being filed to deregister all securities of RELX N.V. that had been registered for issuance on the Registration Statements that remain unsold under such Registration Statements:

File No. 333-143605 as filed with the Securities and Exchange Commission (the “Commission”) on June 8, 2007, pertaining to the registration of 44,000,000 ordinary shares of RELX PLC (“PLC Ordinary Shares”), which shall remain registered, and 29,000,000 shares of RELX N.V. (“NV Ordinary Shares”) issuable under the RELX Group plc Share Option Scheme, the RELX Group plc Retention Share Plan, the Reed Elsevier Group plc Bonus Investment Plan and the Reed Elsevier Group plc Long Term Incentive Share Option Scheme.

File No. 333-167058 as filed with the Commission on May 25, 2010, pertaining to the registration of 18,000,000 PLC Ordinary Shares, which shall remain registered, and 12,000,000 NV Ordinary Shares, issuable under the Reed Elsevier Group plc Lexis-Nexis Risk & Information Analytics Group Long Term Incentive Plan, the RELX Group plc Bonus Investment Plan 2010, the Reed Elsevier Group plc Growth Plan and the Reed Elsevier Group plc Long-Term Incentive Plan 2010.

File No. 333-191419 as filed with the Commission on September 27, 2013, pertaining to the registration of (a) 5,500,000 PLC Ordinary Shares, which shall remain registered, issuable under the RELX Group plc Executive Share Option Scheme 2013 (the “2013 Option Scheme”), (b) 4,000,000 PLC Ordinary Shares, which shall remain registered, issuable under the RELX Group plc Long-Term Incentive Plan 2013 (the “2013 LTIP”), (c) 4,000,000 NV Ordinary Shares issuable under the 2013 Option Scheme and (d) 2,500,000 NV Ordinary Shares issuable under the 2013 LTIP.

File No. 333-197580 as filed with the Commission on July 23, 2014, pertaining to the registration of 500,000 PLC Ordinary Shares, which shall remain registered, and 350,000 NV Ordinary Shares issuable under the RELX Group plc Restricted Share Plan 2014.

On September 8, 2018, pursuant to the common draft terms of merger between RELX PLC and RELX N.V., dated May 4, 2018, RELX N.V. merged with and into RELX PLC, with RELX PLC continuing as the surviving entity (the “Merger”). In connection with the Merger, the offerings by RELX N.V. pursuant to the Registration Statements have been terminated. In accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities that had been registered which remain unsold at the termination of the offering, RELX PLC, as successor by merger, hereby removes from registration all securities of RELX N.V. registered but unsold under the Registration Statements as of the effective time of the Merger.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, on behalf of itself and as successor by merger to RELX N.V., 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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, England on September 11, 2018.

 

RELX PLC

Registrant

By:   /s/ Nick Luff
  Name: Nick Luff
  Title: Chief Financial Officer

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.