Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
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‘S-8’ — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan Document Table of Contents
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 x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
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 (4)
Shares of common stock, par value $0.001 per share, (“common stock”) of BrightSphere Investment Group Inc., a Delaware corporation (“BrightSphere-Delaware” or the “Registrant”)
16,041,516(2)
$11.51(3)
$184,637,849.16
$22,379.00
(1)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional ordinary shares that may be offered or issued in the event of a share dividend, reverse share split, split-up, recapitalization, forfeiture of ordinary shares under those plans, or other similar event.
(2) Includes (i) 6,890,288 shares of common stock issuable pursuant to the BrightSphere Investment Group Inc. Equity Incentive Plan (the “2017 Employee Plan”), (ii) 2,251,228 shares of common stock issuable pursuant to the BrightSphere Investment Group Inc. Non-Employee Directors’ Equity Incentive Plan (the “NED Plan,” and together with the 2017 Employee Plan, the “Equity Plans”),
and (ii) 6,900,000 shares of common stock issuable pursuant to the Option Award Agreement, effective as of December 30, 2018, between BrightSphere Investment Group plc and Guang Yang (the “Option Award Agreement”).
(3) Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high and low prices of the ordinary shares of BrightSphere Investment Group plc, a public company limited by shares incorporated under the laws of England and Wales (“BrightSphere-United Kingdom”) (the predecessor to the
Registrant), as reported on the New York Stock Exchange on July 11, 2019 of $11.51.
(4) BrightSphere-United Kingdom previously paid $19,355.00 in registration fees with respect to a Registration Statement on Form S-8 File No. 333-199253 filed on October 10, 2014 with respect to 12,000,000 ordinary shares, of which $11,243.00 remains unutilized and, therefore, available for future registration fees pursuant to Rule 457(p) under the Securities Act; BrightSphere-United Kingdom previously paid $10,035.36 in registration fees with respect to a Registration Statement on Form S-8 File No. 333-229113
filed on January 2, 2019 with respect to 6,900,000 ordinary shares, of which $10,035.36 remains unutilized and, therefore, available for future registration fees pursuant to Rule 457(p) under the Securities Act. The Registrant, as a successor of BrightSphere-United Kingdom, has applied the $21,278.36 in remaining available funds to the registration fee otherwise due for this Registration Statement and transmitted an additional $1,100.64 in connection with the filing.
EXPLANATORY NOTE
On July 12, 2019, BrightSphere Investment Group Inc., a Delaware corporation (“BrightSphere-Delaware” or the “Registrant”),
and BrightSphere Investment Group plc, a public company limited by shares incorporated under the laws of England and Wales (“BrightSphere-United Kingdom”), completed the statutory scheme of arrangement (the “Scheme of Arrangement”) under the laws of England and Wales that was approved by BrightSphere-United Kingdom’s shareholders at a meeting for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and pursuant to which all issued ordinary shares, nominal value $0.001 per share, in the capital of BrightSphere-United Kingdom as of immediately prior to the effective time of the Scheme of Arrangement were exchanged on a one-for-one basis for newly issued shares of Common Stock of BrightSphere-Delaware (the “Redomestication”).
As a result of the Redomestication, BrightSphere-United Kingdom is now a wholly-owned subsidiary of BrightSphere-Delaware, and BrightSphere-Delaware is the successor issuer to BrightSphere-United Kingdom.
In connection with the Redomestication, BrightSphere-Delaware assumed BrightSphere-United Kingdom’s existing obligations in connection with awards granted under BrightSphere-United Kingdom’s incentive plans and the Option Award
Agreement dated as of December 30, 2018, between BrightSphere-United Kingdom and Guang Yang, and amended such plans, agreements,
and awards as necessary to provide for the issuance of shares of BrightSphere-Delaware common stock rather than the ordinary shares of BrightSphere-United Kingdom upon the exercise of awards. This Registration Statement on Form S-8 relates to the registration of common stock of the Registrant to be offered and sold under (i) the 2017 Employee Plan; (ii) the NED Plan; and the Option Award Agreement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 (plan information
and registrant information) will be sent or given to employees of the Registrant and its subsidiaries, as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to rule 424 of the Securities Act. These documents, along with the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of Form S-8, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following documents filed by the Registrant with the Commission pursuant to the Securities Act or the Exchange Act, are hereby incorporated by reference into this Registration Statement:
In addition, all documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities registered hereby have been sold or that deregisters all of such 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not
applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person if
he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify any person who was or is a party or is threatened to be made a party to any such threatened, pending or completed action by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) only against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent the appropriate court finds that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
The amended and restated certificate of incorporation of the Registrant (the “Certificate of Incorporation”) provides that its directors and officers
will be indemnified by the Registrant to the fullest extent authorized by Delaware law as it now exists or may in the future be amended, against all expenses, liabilities and loss incurred in connection with their service as a director or officer on behalf of the corporation.
As permitted by Section 102(b)(7) of the DGCL, the Certificate of Incorporation provides that a director of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except
for such liability as is expressly not subject to limitation under the DGCL, as the same exists or may hereafter be amended to further limit or eliminate such liability.
The Registrant has also entered into certain indemnification agreements with its directors and officers. The indemnification agreements provide the Registrant’s directors and officers with further indemnification, to the maximum extent permitted by the DGCL.
As permitted by Section 145(g) of the DGCL, the Registrant also maintains a directors’ and officers’ insurance policy which insures the directors and officers of the
Registrant against liability asserted against such persons in such capacity whether or not such directors or officers have the right to indemnification pursuant to the Certificate of Incorporation, the amended and restated bylaws of the Registrant or otherwise.
(a) 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 the 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(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 (a)(1)(i) and (a)(1)(ii) above 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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, as amended that are incorporated by reference in the registration statement.
(b) 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.
(c) 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.
(d) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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.
(e) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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, the Registrant 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 the City of Boston, Commonwealth of Massachusetts, on this 15th day of July, 2019.
The undersigned do hereby constitute and appoint Guang Yang, Suren Rana and Daniel Mahoney, or any of them, our true and lawful attorneys and agents, to sign for us or any of us in our names and in the capacities indicated below, any and
all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and other documents required in connection therewith, and to do any and all acts and things in our names and in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement; and we do hereby ratify and confirm all that the said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
