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As filed with the Securities and Exchange Commission on September 1, 2000
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PEARSON PLC
(Exact name of Registrant as specified in its charter)
ENGLAND AND WALES NOT REQUIRED
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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3 BURLINGTON GARDENS
LONDON, ENGLAND W1X 1LE
44-20-7411-2000
(Address, including zip code, of Principal Executive Offices)
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THE FAMILY EDUCATION COMPANY AMENDED AND RESTATED 1990 STOCK OPTION PLAN
THE FAMILY EDUCATION NETWORK, INC. 2000 STOCK OPTION AND INCENTIVE PLAN
PEARSON PLC WORLDWIDE SAVE FOR SHARES PLAN
(Full Title of the Plan)
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PEARSON INC.
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 641-2400
(Name, address, and telephone number,
including area code, of agent for service)
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COPY TO:
CHARLES E. ENGROS
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
(212) 309-6000
FAX: (212) 309-6273
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED(1) PRICE PER SHARE OFFERING REGISTRATION
PRICE FEE (8)
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<S> <C> <C> <C> <C>
Company's Ordinary Shares, 25p per share 512,921(2) $ 6.26(5) $ 3,210,885.46 $ 847.68
19,589(3) $ 6.81(6) $ 133,401.09 $ 35.22
1,000,000(4) $27.23(7) $27,230,000.00 $7,188.72
TOTAL 1,532,510 $8,071.62
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(1) American Depositary Shares which may be issued with respect to Ordinary
Shares will be registered under a separate Registration Statement on Form
F-6.
(2) The Ordinary Shares of 25p each being registered were granted to certain
United States employees who were participants in The Family Education
Company Amended and Restated 1990 Stock Option Plan and The Family
Education Network, Inc. 2000 Stock Option Plan (collectively, the "Plans").
The Plans were assumed by Pearson Inc. pursuant to an Agreement and Plan of
Merger among Pearson Inc., Quill Acquisition Corp. and The Family Education
Network, Inc., dated June 28, 2000 (the "Merger Agreement"). Pursuant to
the Merger Agreement, all outstanding stock options under the Plans will be
converted to stock options for Pearson plc Ordinary Shares. In addition to
the Ordinary Shares indicated above, pursuant to Rule 416(a) under the
Securities Act of 1933, as amended, (the "Securities Act") this
Registration Statement also covers an indeterminate number of Ordinary
Shares which may become issuable as a result of stock splits, stock
dividends, or similar transactions in accordance with the anti-dilution
provisions of the Plans.
(3) The Ordinary Shares of 25p each being registered hereby will be granted by
Pearson plc to certain United States employees under The Family Education
Network, Inc. 2000 Stock Option Plan, if certain objectives are met.
(4) The Ordinary Shares of 25p each being registered hereby will be granted by
Pearson plc to certain United States employees who are participants in the
Pearson plc Worldwide Save for Shares Plan.
(5) The average weighted exercise price of outstanding Ordinary Shares pursuant
to Rule 457(h)(1).
(6) The maximum offering price per share used to calculate the registration fee
was estimated by determining 25% of the fair market value of Pearson plc
Ordinary Shares based on the closing price of the Ordinary Shares on the
London Stock Exchange on August 30,2000, pursuant to certain agreements
with certain United States employees; this calculation was based upon an
exchange rate of L1.00 = $1.456, the noon buying rate on August 30, 2000.
(7) The maximum offering price per share used to calculate the registration fee
was estimated pursuant to Rule 457, based upon an exchange rate of L1.00 =
$1.456, the noon buying rate on August 30, 2000.
(8) Calculated pursuant to Section 6(b) of the Securities Act as follows:
proposed maximum aggregate offering price multiplied by .000264.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Explanatory Note to Part I of this
Registration Statement on Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by us with the Securities and Exchange
Commission (the "SEC") are incorporated by reference into this Registration
Statement:
(a) The description of our Ordinary Shares, par value 25p, and our
American Depository Shares contained in our Registration Statement on Form F-1
(Registration No. 333-43198), including any amendment or report filed for the
purpose of updating such description.
(b) All other reports filed by us with the SEC pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of our fiscal year ended
December 31, 1999.
All reports and other documents subsequently filed by us pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained herein or in a document all or a portion of
which is 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 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subject to applicable English law, our directors and officers will be
indemnified by us and/or exempted by us from all costs, charges, losses and
liabilities incurred by them in the actual or purported exercise or discharge of
their powers or duties. This indemnity and exemption includes any liability
incurred by them in defending any civil or criminal proceedings which relate to
anything done or alleged to have been done by them as our officer or employee
and in which judgment is given in their favor; or where proceedings are disposed
of without any finding or admission of any material breach of duty on their
part; or in which they are acquitted or in respect of which relief from
liability is granted.
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Our directors have the power to purchase and maintain insurance for,
or for the benefit of, any persons that are or were at any time a director or
officer of us or any company we control or that is part of our group (a
"Relevant Company") or that are or were trustees of any pension fund or
employees' share scheme in which employees of any Relevant Company are
interested. Such insurance may include insurance against any liability incurred
by them in respect of any act or omission in the actual or purported exercise or
discharge of their powers or duties in relation to any Relevant Company, or such
pension fund or employees' share scheme.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
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EXHIBIT DESCRIPTION
<S> <C>
4.1 Memorandum and Articles of Association of Pearson (incorporated by
reference from Exhibits 3.1 and 3.2 to Pearson's Registration Statement
on Form F-1 (No. 333-43198))
4.2 Specimen certificate for ordinary shares of Pearson plc, 25 par value
(incorporated by reference from Exhibit 4.1 to Pearson's Registration
Statement on Form F-1 (No. 333-43198))
4.3 Form of Amended Deposit Agreement between Pearson plc and The Bank of
New York and Form of ADR (incorporated by reference from Exhibit 4.2 to
Pearson's Registration Statement on Form F-1 (No. 333-43198))
4.4 The Family Education Company Amended and Restated 1990 Stock Option Plan
4.5 The Family Education Network, Inc. 2000 Stock Option and Incentive Plan
4.6 Pearson plc Worldwide Save for Shares Plan
5 Opinion of Freshfields Bruckhaus Deringer
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Freshfields Bruckhaus Deringer (included in Exhibit 5)
24 Powers of Attorney (included on signature page hereof)
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Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
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(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;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this 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 Exchange Act that are incorporated by
reference in this Registration Statement.
(2) 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.
(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, 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.
(c) Insofar as indemnification for liabilities arising 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.
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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 London, on the 1st day of September, 2000.
Pearson plc
By: /s/ John Makinson
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John Makinson
By: /s/ Stevenson
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Lord Stevenson
Each person whose signature appears below constitutes and appoints
Marjorie Scardino, John Makinson and Peter Gill and each of them, with full
power to act without, the other such person's true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and any and all other documents and instruments incidental thereto, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission and any other regulatory authority,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their or
his 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 below by the following individuals in the
capacities and on the date or dates indicated.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Stevenson Chairman September 1, 2000
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Lord Stevenson
/s/ Marjorie Scardino Chief Executive Officer and September 1, 2000
---------------------------------- Director (principal executive
Marjorie Scardino officer)
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ John Makinson Finance Director (principal September 1, 2000
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John Makinson financial officer)
/s/ Peter Gill Director, Financial Operations September 1, 2000
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Peter Gill (principal accounting officer)
/s/ David Bell Director September 1, 2000
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David Bell
/s/ Burns Director September 1, 2000
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Lord Burns
/s/ Gillian Lewis Director September 1, 2000
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Gillian Lewis
/s/ Reuben Mark Director September 1, 2000
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Reuben Mark
/s/ Vernon Sankey Director September 1, 2000
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Vernon Sankey
/s/ Rana Talwar Director September 1, 2000
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Rana Talwar
U.S. AUTHORIZED REPRESENTATIVE
PEARSON INC.
By: /s/ Philip Hoffman
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Name: Philip Hoffman
Title: President
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
<S> <C>
4.1 Memorandum and Articles of Association of Pearson (incorporated by
reference from Exhibits 3.1 and 3.2 to Pearson's Registration Statement
on Form F-1 (No. 333-43198))
4.2 Specimen certificate for ordinary shares of Pearson plc, 25 par value
(incorporated by reference from Exhibit 4.1 to Pearson's Registration
Statement on Form F-1 (No. 333-43198))
4.3 Form of Amended Deposit Agreement between Pearson plc and The Bank of
New York and Form of ADR (incorporated by reference from Exhibit 4.2 to
Pearson's Registration Statement on Form F-1 (No. 333-43198))
4.4 The Family Education Company Amended and Restated 1990 Stock Option Plan
4.5 The Family Education Network, Inc. 2000 Stock Option and Incentive Plan
4.6 Pearson plc Worldwide Save for Shares Plan
5 Opinion of Freshfields Bruckhaus Deringer
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Freshfields Bruckhaus Deringer (included in Exhibit 5)
24 Powers of Attorney (included on signature page hereof)
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