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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/26/22 Gates Industrial Corp. plc S-8 8/26/22 4:109K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 41K
Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 48K
3: EX-23.1 Consent of Expert or Counsel HTML 5K
4: EX-FILING FEES Filing Fees HTML 17K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | 24.1 | ||||
| " | Power of Attorney (included in signature pages of this Registration Statement) | ||||
As filed with the Securities and Exchange Commission on August 26, 2022.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Gates Industrial Corporation plc
(Exact name of registrant as specified in its charter)
| England and Wales | 98-1395184 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
1144 Fifteenth Street
Telephone: (303) 744-1911
(Address of Principal Executive Offices)
Gates Industrial Corporation plc 2018 Omnibus Incentive Plan
(Full title of the plan)
Cristin C. Bracken
Senior Vice President, Chief Legal Officer and Corporate Secretary
1144 Fifteenth Street
Telephone: (303) 744-1911
(Name and address and telephone number, including area code, of agent for service)
With copy to:
Edgar J. Lewandowski
Jonathan R. Ozner
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
Telephone: (212) 455-2000
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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | 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. ¨
C:
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Gates Industrial Corporation plc (the “Registrant”) for the purpose of registering additional ordinary shares, par value $0.01 per share, of the Registrant (the “Ordinary Shares”), reserved for issuance under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (the “Plan”). These Ordinary Shares are additional securities of the same class as other securities for which an original registration statement (File No. 333-222747) on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on January 29, 2018 (the “Original Registration Statement”), which registered 12,500,000 Ordinary Shares issuable under the Plan.
The Ordinary Shares registered by this Registration Statement consist of (i) 6,500,000 Ordinary Shares that have become reserved for issuance as a result of the operation of the “evergreen” provision of the Plan, which provides that the total number of shares subject to the Plan will be increased on the first day of each fiscal year pursuant to a specified formula, and (ii) 1,344,017 Ordinary Shares that have become available for issuance under the Plan as a result of forfeiture, termination, expiration or repurchase of stock options or other stock awards. Other than the 6,500,000 Ordinary Shares that have become available for issuance pursuant to the “evergreen” provision of the Plan, the shares registered by this Registration Statement do not represent an increase in the number of shares previously reserved for issuance under the Plan.
Pursuant to General Instruction E to Form S-8, the contents of the Original Registration Statement are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such Original Registration Statement are modified or supplemented, as the case may be, as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:
| • | the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 1, 2022 (the “Annual Report”); |
| • | the Registrant’s Quarterly Reports on Form 10-Q for the quarters ended April 2, 2022 and July 2, 2022; |
| • | the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on April 28, 2022 (solely those portions that were incorporated by reference into the Annual Report); |
| • | the Registrant’s Current Reports on Form 8-K filed with the SEC on March 29, 2022, June 10, 2022 and July 29, 2022; and |
| • | the description of the Registrant’s securities filed as Exhibit 4.1 to the Annual Report. |
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 and/or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission) and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered 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 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 such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
(a) Exhibits. See the Exhibit Index immediately preceding the signature pages hereto, which is incorporated by reference as if fully set forth herein.
(b) Financial Statement Schedules
None
C:
| * | Filed herewith. |
C:
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 Denver, State of Colorado, on the 26th day of August, 2022.
| GATES INDUSTRIAL CORPORATION PLC | ||
| By: | /s/ Ivo Jurek | |
| Name: Ivo Jurek | ||
| Title: Chief Executive Officer | ||
Each person whose signature appears below hereby constitutes and appoints Ivo Jurek, L. Brooks Mallard and Cristin C. Bracken, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments or supplements to this Registration Statement, including post-effective amendments to the Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-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 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 all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney have been signed by the following persons in the capacities indicated on the 26th day of August, 2022.
| Signature | Title | |
| /s/ Ivo Jurek | Chief Executive Officer and Director | |
| Ivo Jurek | (principal executive officer) | |
| /s/ L. Brooks Mallard | Executive Vice President and Chief Financial Officer | |
| L. Brooks Mallard | (principal financial officer and Gates’ authorized representative in the United States) | |
| /s/ David M. Wisniewski | Chief Accounting Officer | |
| David M. Wisniewski | (principal accounting officer) | |
| /s/ Neil P. Simpkins | Director | |
| Neil P. Simpkins | ||
| /s/ James W. Ireland, III | Director | |
| James W. Ireland, III | ||
| /s/ Julia C. Kahr | Director | |
| Julia C. Kahr | ||
| /s/ Terry Klebe | Director | |
| Terry Klebe | ||
| /s/ Stephanie K. Mains | Director | |
| Stephanie K. Mains | ||
| /s/ Wilson S. Neely | Director | |
| Wilson S. Neely | ||
| /s/ Alicia Tillman | Director | |
| Alicia Tillman | ||
| /s/ Peifang Zhang | Director | |
| Peifang Zhang |
C:
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 8/26/22 | S-3ASR | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/05/22 Gates Industrial Corp. plc 10-Q 7/02/22 101:11M 7/29/22 Gates Industrial Corp. plc 8-K:5 7/25/22 12:266K 6/10/22 Gates Industrial Corp. plc 8-K:5 6/10/22 11:213K 5/04/22 Gates Industrial Corp. plc 10-Q 4/02/22 100:10M 4/28/22 Gates Industrial Corp. plc DEF 14A 1/01/22 1:3.3M 3/29/22 Gates Industrial Corp. plc 8-K:8,9 3/24/22 11:479K Toppan Merrill/FA 2/11/22 Gates Industrial Corp. plc 10-K 1/01/22 151:18M 2/10/21 Gates Industrial Corp. plc 10-K 1/02/21 148:18M 11/06/19 Gates Industrial Corp. plc 10-Q 9/28/19 111:13M 1/29/18 Gates Industrial Corp. plc S-8 1/29/18 6:244K Donnelley … Solutions/FA 1/12/18 Gates Industrial Corp. plc S-1/A 7:9.8M Donnelley … Solutions/FA 1/08/18 Gates Industrial Corp. plc S-1/A 8:1M Donnelley … Solutions/FA |