Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33
Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-8 Registration Statement - Securities for an HTML 100K Employee Benefit Plan
3: EX-5.1 Opinion of Counsel re: Legality HTML 8K
4: EX-23.1 Consent of Expert or Counsel HTML 6K
5: EX-23.2 Consent of Expert or Counsel HTML 6K
2: EX-FILING FEES Filing Fees HTML 13K
‘S-8’ — Registration Statement – Securities for an Employee Benefit Plan
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
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Accelerated filer
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Non-accelerated
filer
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Smaller reporting company
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Emerging growth company
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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 NOTE
This Registration Statement on Form S-8 ("Registration Statement") is being filed for the purpose of registering an additional 5,300,000 shares of common stock, par value $0.01 per share ("Common Stock"), of The Carlyle Group Inc. (the “Company”) reserved for issuance under The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (the "Plan"). These additional shares of Common Stock are additional securities of the same class as other securities for which an original registration statement (File No. 333-181109)
on Form S-8 was filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 2, 2012 and additional registration statements (File Nos. 333-187264, 333-194164, 333-202315, 333-209690,
333-216100, 333-223051, and 333-229663) were filed with the Commission on March 14, 2013, February 27, 2014, February 26, 2015, February 24, 2016, February
16, 2017, February 15, 2018, and February 13, 2019, respectively (the "Original Registration Statements"). On January 2, 2020, in connection with the conversion of The Carlyle Group L.P. from a Delaware limited partnership to a Delaware corporation, The Carlyle Group Inc., the Company filed Post-Effective Amendment No. 1 to each of the Original Registration Statements to reflect the adoption by the Company of the Original Registration Statements as its own
registration statements for all purposes of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Additional registration statements (File Nos. 333-236394 and 333-252992) were filed with the Commission on February 12, 2020 and February 11, 2021, respectively. These additional shares of Common Stock were reserved for issuance in connection with the amendment and restatement of the Plan, which
was approved by shareholders on June 1, 2021 at the Company's 2021 Annual Meeting of Shareholders.
Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statements, as amended by the post-effective amendments, are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statements are modified as set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The
following documents filed with the Commission by the Company pursuant to the Securities Act or the Exchange Act are hereby incorporated by reference in this Registration Statement:
All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement 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 (other than information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly stated otherwise therein).
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 5. Interests of Named Experts and Counsel.
The validity of the Common Stock will be passed upon for
us by Simpson Thacher & Bartlett LLP, Washington, D.C. An investment vehicle comprised of selected partners of Simpson Thacher & Bartlett LLP, members of their families, related persons and others owns an interest representing less than 1% of the capital commitments of funds affiliated with the Company.
Item 8. Exhibits.
The following exhibits are filed or incorporated by reference as part of this Registration Statement:
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 Washington, D.C., on January 20, 2023.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, hereby constitute and appoint William
E. Conway, Jr., Curtis L. Buser and Jeffrey W. Ferguson, 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, and to file the same, with all exhibits thereto, and other documents in connection therewith with the U.S. Securities and Exchange Commission, and does hereby grant 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 and 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, this Registration Statement has been signed by the following persons in the capacities indicated on the 20th day of January, 2023.
