As filed with the Securities and Exchange Commission on August 25, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
HUNTINGDON LIFE SCIENCES GROUP plc
(Exact name of registrant as specified in its charter)
England and Wales Not Applicable
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
-----------------------------------------
Woolley Road
Alconbury, Huntingdon
PE175HS
Cambridgeshire, England
+44 1480 892000
(Address of Issuer's Principal Executive Offices) (Zip Code)
HUNTINGDON LIFE SCIENCES, INC.
SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
Graham Mitchell
Chief Financial Officer
Huntingdon Life Sciences, Inc.
P.O. Box 2360
Mettlers Road
East Millstone, New Jersey 08875-2360
(Name and address of agent for service)
(732) 873-2550
(Telephone number, including area code, of agent for service)
--------------------
Copy to:
Bruce A. Gutenplan, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
============================== ===================== ======================== ======================== ========================
Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share (3) Price (3) Registration Fee (3)
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, par value 2,500,000 shares
5 pence per share (1) (2) $11.916 $29,790,000 $7,865
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
Participation Interests in
Huntingdon Life Sciences,
Inc. Savings and Investment (4) (5) (5) $0.00
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
<FN>
(1) Consists of Ordinary Shares (including Ordinary Shares in the form of
American Depositary Shares evidenced by American Depositary Receipts,
each of which represents the right to receive twenty-five Ordinary
Shares) to be made available under the Plan. Such American Depositary
Shares have been registered pursuant to a separate Registration
Statement on Form F-6 (Registration Statement No. 333-11922).
(2) Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement shall be deemed to cover any additional
securities to be offered or issued from stock splits, stock dividends
or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of
1933. The estimate is based upon the average of the high and low prices
for the Ordinary Shares quoted on the London Stock Exchange on August
24, 2000 and on an exchange rate of (pound)1 to $1.4806, the noon
buying rate in New York City for cable transfers payable in pounds
sterling as certified for customs purposes by the Federal Reserve Bank
of New York on August 24, 2000.
(4) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Plan.
(5) Not applicable.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
The Section 10(a) prospectus being delivered by Huntingdon
Life Sciences Group plc (the "Company") to participants in the Huntingdon Life
Sciences, Inc. Savings and Investment Plan (the "Plan") as required by Rule 428
under the Securities Act of 1933, as amended, has been prepared in accordance
with the requirements of Form S-8 and relates to Ordinary Shares, par value 5
pence per share, in the form of American Depositary Shares evidenced by American
Depositary Receipts (the "Shares"), reserved for issuance in connection with the
Plan. The Plan information required in the Section 10(a) prospectus is included
in documents being maintained and delivered by the Company as required by Rule
428 under the Securities Act of 1933. The Company shall provide to participants
in the Plan a written statement advising them of the availability without
charge, upon written or oral request, of documents incorporated by reference
herein, as is required by Item 2 of Part I of Form S-8.
<PAGE>
PART I
INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed in the Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed in the Registration Statement.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1999, which contains a description of the Shares, including any amendment
or report filed for the purpose of updating such description;
2. The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000; and
3. The Company's Registration Statement on Form F-6 (Registration
Statement No. 333-11922), dated May 8, 2000, as amended by a Post-Effective
Amendment on July 10, 2000.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities registered pursuant to this
Registration Statement have been sold or which deregister all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be 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 documents 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 hereof.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Companies Act of 1985 of Great Britain (as amended) (the
"Companies Act") permits the indemnification of directors and officers under
certain circumstances.
The relevant provisions of the Companies Act are Section 310
and Section 727, which provide:
310. Provisions exempting officers and auditors from
liability
(1) This section applies to any provision, whether contained
in a company's articles or in any contract with the company or otherwise, for
exempting any officer of the company or any person (whether an officer or not)
employed by the company as auditor from, or indemnifying him against, any
liability which by virtue of any rule of law would otherwise attach to him in
respect of any negligence, default, breach of duty or breach of trust of which
he may be guilty in relation to the company.
(2) Except as provided by the following subsection, any
such provision is void.
(3) This section does not prevent a company
(a) from purchasing and maintaining for any such
officer or auditor insurance against any
such liability, or
(b) from indemnifying any such officer or
auditor against any liability incurred by
him -
(i) in defending any proceedings (whether
civil or criminal) in which judgment
is given in his favor or he is
acquitted or,
(ii) in connection with any application
under section 144(3) or (4)
(acquisition of shares by innocent
nominee) or section 727 (general
power to grant relief in the case of
honest and reasonable conduct) in
which relief is granted to him by
the court.
727. Power of Court to grant relief in certain cases
(1) If in any proceedings for negligence, default, breach of
duty or breach of trust against an officer of a company or a person employed by
a company as an auditor (whether he is or is not an officer of the company) it
appears to the court hearing the case that officer or person is or may be liable
in respect of the negligence, default, breach of duty or breach of trust, but
that he has acted honestly and reasonably, and that having regard to all the
circumstances of the case (including those connected with his appointment) he
ought fairly to be excused for the negligence, default, breach of duty or breach
of trust, that court may relieve him, either wholly or partly, from his
liability on such terms as it thinks fits.
(2) If any officer or person as above-mentioned has reason to
apprehend that any claim will or might be made against him in respect of any
negligence, default, breach of duty or breach of trust, he may apply to the
court for relief; and the court on the application has the power to relieve him
as under this section it would have had if it had been a court before which
proceedings against that person for negligence, default, breach of duty or
breach of trust had been brought.
(3) Where a case to which sub-section (1) applies is being
tried by a judge with a jury, the judge, after hearing the evidence, may, if he
is satisfied that the defendant or defender ought in pursuance of that
sub-section to be relieved either in whole or in part from the liability sought
to be enforced against him, withdraw the case in whole or in part from the jury
and forthwith direct judgment to be entered for the defendant or defender on
such terms as to costs or otherwise as the judge may think proper.
The Registrant's Articles of Association provide as follows
regarding indemnification by the Company of directors and officers of the
Company.
Article 171 of the Registrant's Articles of Association
provides that, subject to the provisions of the Companies Act, every director,
alternate director, auditor, secretary or other officer of the Company shall be
entitled to be indemnified by the Company against all costs, charges, losses,
expenses and liabilities incurred by him in the execution and/or discharge of
his duties and/or the exercise of his powers and/or otherwise or in relation
thereto or in connection with his duties, powers of office including (without
prejudice to the generality of the foregoing) any liability incurred by him in
defending any proceedings, civil or criminal, which relate to anything done or
omitted or alleged to have been done or omitted by him as an officer or employee
of the Company and in which judgment is given in his favour (or the proceedings
otherwise disposed of without any finding or admission of any material breach of
duty on his part) or in which he is acquitted or in connection with any
application under any statute for relief from liability in respect of any such
act or omission in which relief is granted to him by the Court.
Article 108 of the Registrant's Articles of Association
provides that, without prejudice to the provisions of Article 171, the Board
shall have the power to purchase and maintain insurance for or for the benefit
of any persons who are or were at any time directors, officers or employees of
the Company, of any other company which is its holding company or in which the
Company or such holding company has any interest whether direct or indirect or
which is in any way allied to or associated with the Company, or of any
subsidiary undertaking of the Company or of any such other company, or who are
or were at any time trustees of any pension fund in which employees of the
Company or of any other such company or subsidiary undertaking are interested,
including (without prejudice to the generality of the foregoing) insurance
against any liability incurred by such persons in respect of any act or omission
in the actual or purported execution and/or discharge of their duties and/or in
the exercise or purported exercise of their powers and/or otherwise in relation
to their duties, powers, or offices in relation to the Company or any other such
company, subsidiary undertaking or pension fund.
The Company's directors and officers are insured against
certain liabilities which they may incur in their capacity as such under a
liability insurance policy carried by the Company.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4.1 -- Memorandum of Association of the Company */
-
4.2 -- Articles of Association of the Company*/
-
4.3 -- Form of Deposit Agreement **/
--
5.1 -- Opinion of Charles Russell as to the legality of ordinary shares
being registered ***/
23.1 -- Consent of Deloitte & Touche***/
---
23.2 -- Consent of Arthur Andersen***/
---
23.3 -- Consent of Charles Russell (included in Exhibit 5.1)
24.1 -- Power of Attorney (included on Signature Page)
-------------------
*/ Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on
- Form 10-K for the year ended December 31, 1999.
**/ Incorporated by reference to Exhibit A to the Company's Registration
-- Statement on Form F-6 (Registration Statement No. 333-11922), dated
May 15, 2000.
***/ Filed herewith.
---
The Company hereby undertakes to submit a copy of the Plan,
and any amendments thereto, to the Internal Revenue Service ("IRS") in a timely
manner. Furthermore, the Company hereby undertakes to make any and all changes
required by the IRS in order to qualify the Plan.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) 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 of 1933;
(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 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 Securities and Exchange
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) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that is incorporated by reference
in this 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the registrant's Certificate of Incorporation or by-laws,
by contract, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
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 London, on August 25, 2000.
HUNTINGDON LIFE SCIENCES GROUP plc
By: /s/ Andrew Baker
------------------------------------------------
Andrew Baker
Chairman
We, the undersigned officers and directors of Huntingdon Life
Sciences Group plc, hereby severally constitute Andrew Baker, and each of them
singly, our true and lawful attorneys-in-fact with full power to sign for us and
in our names in the capacities indicated below, any and all amendments,
including post-effective amendments, to this Registration Statement, and
generally do all such things in our name and behalf in such capacities to enable
Huntingdon Life Sciences Group plc to comply with the applicable provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, and we hereby ratify and confirm our signatures as they
may be signed by our said attorney to any and all such amendments.
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:
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ Andrew Baker
Andrew Baker Director (Principal Executive Officer) August 25, 2000
/s/ Julian Griffiths
Julian Griffiths Director (Principal Financial and August 25, 2000
Accounting Officer)
/s/ Gabor Balthazar
Gabor Balthazar Director August 25, 2000
/s/ Frank Bonner
Frank Bonner Director August 25, 2000
/s/ John Caldwell
John Caldwell Director August 25, 2000
/s/ Brian Cass
Brian Cass Director August 25, 2000
/s/ Kirby Cramer
Kirby Cramer Director August 25, 2000
/s/ Joseph Dowling III
Joseph Dowling III Director August 25, 2000
/s/ Mark L. Bibi
Mark L. Bibi Authorized U.S. August 25, 2000
Representative
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the Huntingdon Life Sciences, Inc.
Savings and Investment Plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of East Milltsone, State of New Jersey, on August 8, 2000.
HUNTINGDON LIFE SCIENCES, INC. SAVINGS AND INVESTMENT PLAN
By: /s/ Graham Mitchell
Graham Mitchell
Plan Administrator
<PAGE>
INDEX TO EXHIBITS
Sequential Page
Exhibits Number
5.1 -- Opinion of Charles Russell as to the legality of
ordinary shares being registered
23.1 -- Consent of Deloitte & Touche
23.2 -- Consent of Arthur Andersen
