|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/30/20 Trinseo S.A. S-8 7/30/20 5:265K Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration of Securities to be Offered to HTML 52K
Employees Pursuant to an Employee Benefit Plan
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 63K
3: EX-5.1 Opinion of Counsel re: Legality HTML 24K
4: EX-23.1 Consent of Experts or Counsel HTML 6K
5: EX-23.2 Consent of Experts or Counsel HTML 7K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | Powers of Attorney (included on the signature page of this Registration Statement) | ||||
As filed with the Securities and Exchange Commission on July 30, 2020
REGISTRATION NO. 333 –
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
the SECURITIES ACT OF 1933
Trinseo S.A.
(Exact Name of Registrant as Specified in Its Charter)
Luxembourg |
| N/A |
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
1000 Chesterbrook Boulevard
Suite 300
(Address, Including Zip Code, of Principal Executive Offices)
Trinseo S.A. Amended and Restated 2014 Omnibus Incentive Plan
(Full Title of the Plan)
Angelo Chaclas
Senior Vice President, Chief Legal Officer and Corporate Secretary
1000 Chesterbrook Boulevard
Suite 300
(610) 240-3200
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
with copies to:
Rachel D. Phillips
Ropes & Gray LLP
1211 Avenue of the Americas
212 596 9000
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. (Check one):
| | | |
Large accelerated filer | ⌧ | Accelerated filer | ◻ |
| | Smaller reporting company | ◻ |
Non-accelerated filer | ◻ | 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. ☐
CALCULATION OF REGISTRATION FEE
$16,299,600 | | | | | | | | | | | |
Name of Plan |
| Title of securities |
| Amount |
| Proposed |
| Proposed |
| Amount of |
|
Trinseo S.A. Amended and Restated 2014 Omnibus Incentive Plan | | Ordinary Shares, $0.01 par value | | 680,000 | | $23.97 | | $16,299,600 | | $2,115.69 | |
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminable number of additional Ordinary Shares that may become issuable pursuant to terms designed to prevent dilution resulting from stock splits, stock dividends or similar events. |
| (2) | Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(c) and (h) upon the basis of the average of the high and low prices ($24.31 and $23.63) of an Ordinary Share as reported by the New York Stock Exchange composite transactions on July 24, 2020. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by the registrant, Trinseo S.A. (the “Company”), for the purpose of increasing the number of shares of common stock to be issued under the Trinseo S.A. Amended & Restated 2014 Omnibus Incentive Plan (the “Plan”) by 680,000 shares, from 5,320,000 shares to 6,000,000. In accordance with General Instruction E to Form S-8, the Company incorporates by reference the contents of the Registration Statement on Form S-8 (Registration No. 333-232925) filed on July 31, 2019 and the Registration Statement on Form S-8 (Registration No. 333-196973) filed on June 23, 2014. The shareholders of the Company approved a proposal to amend the Plan for this purpose at the annual general meeting of shareholders on June 9, 2020.
Item 8. Exhibits.
| | |
Exhibit |
| Description |
| | |
4.1 | | |
| | |
4.2 | | Form of Trinseo S.A. Amended and Restated 2014 Omnibus Incentive Plan. |
| | |
4.3 | | |
| | |
5.1 | | |
| | |
23.1 | | |
| | |
23.2 | | |
| | |
23.3 | | |
| | |
24.1 | | Powers of Attorney (included on the signature page of this Registration Statement). |
2
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 Berwyn, Commonwealth of Pennsylvania on the 30th day of July, 2020.
| | |
| TRINSEO S.A. | |
| | |
| By: | /s/ Frank A. Bozich |
| Name: | |
| Title: | President and Chief Executive Officer |
Each officer and director of Trinseo S.A. whose signature appears below constitutes and appoints Frank A. Bozich and David Stasse, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Trinseo S.A., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitutes may lawfully do or cause to be done by virtue hereof.
3
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | |
Signature |
| Title |
| Date |
| | | | |
/s/ Frank A. Bozich | | Director, President and Chief Executive Officer (Principal Executive Officer) | | |
| | | | |
| | | | |
/s/ David Stasse | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | |
| | | | |
| | | | |
| Vice President, Global Controller & PAO (Principal Accounting Officer) | | ||
| | | | |
| | | | |
/s/ K’Lynne Johnson | | Director | | |
| | | | |
| | | | |
/s/ Joseph Alvarado | | Director | | |
| | | | |
| | | | |
/s/ Jeffrey J. Cote | | Director | | |
| | | | |
| | | | |
| Director | | ||
| | | | |
| | | | |
/s/ Sandra Beach Lin | | Director | | |
| | | | |
| | | | |
| Director | | ||
| | | | |
| | | | |
| Director | | ||
| | | | |
| | | | |
| Director | | ||
| | | | |
| | | | |
/s/ Henri Steinmetz | | Director | | |
| | | | |
| | | | |
/s/ Mark Tomkins | | Director | | |
| | | | |
| | | | |
/s/ Stephen M. Zide | | Director | | |
| | | |
4
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 7/30/20 | 10-Q, 8-K | ||
| 7/24/20 | ||||
| 6/9/20 | 4, 8-K, DEF 14A, PRE 14A | |||
| 7/31/19 | S-8 | |||
| 6/23/14 | S-8 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/04/23 Trinseo plc S-8 8/04/23 5:310K Toppan Merrill Bridge/FA 8/09/22 Trinseo plc S-8 8/09/22 5:249K Toppan Merrill Bridge/FA 2/22/21 Trinseo plc 10-K 12/31/20 143:27M Toppan Merrill Bridge/FA |