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As filed with the Securities and Exchange Commission on March 3, 2003
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Registration No. 333-__________
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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ALLIED DOMECQ PLC
(Exact Name of Registrant as Specified in Its Charter)
England and Wales None
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
The Pavilions
Bridgwater Road
Bedminister Down
Bristol BS13 8AR, England
(Address of Principal Executive Offices, Including Zip Code)
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Allied Domecq PLC Executive Share Option Scheme 1999
Allied Domecq PLC Deferred Bonus Plan
Allied Domecq PLC Long Term Incentive Scheme 1999
(Full Title of the Plans)
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Charlie Brown
The Pavilions Please send copies of all communications to:
Bridgwater Road Kevin W. Kelley
Bedminister Down Clifford Chance US LLP
Bristol BS13 8AR, England 200 Park Avenue
(Name, Address and Telephone Number, New York, New York 10166
Including Area Code, of Agent for Service) (212) 878-8000
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CALCULATION OF REGISTRATION FEE
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Title Of Amount Proposed Maximum Proposed Maximum Amount of
Securities To Be To Be Offering Price Per Aggregate Offering Registration
Registered Registered(2) Share(3) Price(3) Fee
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Ordinary Shares, nominal value (pound) 0.25
each (1) 20,000,000 $4.71 $94,264,600 $7626
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In addition, 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 employee benefit plan(s) described herein.
(1) American Depositary Receipts evidencing American Depositary Shares ("ADSs")
issuable on deposit of the Ordinary Shares, nominal value (pound)0.25 each
(the "Ordinary Shares"), of Allied Domecq PLC (the "Registrant") have been
registered pursuant to a separate Registration Statement on Form 20-F (No.
001-31413) filed with the Securities and Exchange Commission (the
"Commission") on July 26, 2002. Each American Depositary Share represents 4
Ordinary Shares.
(2) The number of Ordinary Shares being registered represents the estimated
maximum aggregate number issuable to employees in the United States
pursuant to the Executive Share Option Scheme 1999, Deferred Bonus Plan and
Long Term Incentive Scheme 1999 (collectively, the "Plans").
(3) In accordance with Rule 457(h), the proposed maximum offering price per
share has been calculated pursuant to Rule 457(c). The translation of the
orindary share price on February 28, 2003 of the London Stock Exchange from
2.9950 pounds Sterling into US dollars has been made at the noon buying
rate on February 28, 2003 of (pound)1=$1.5737. The resulting proposed
maximum offering price per share, $4.71323, has been multiplied by the
amount of shares to be registered to obtain the proposed maximum aggregate
offering price of $94,264,600.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement on Form S-8 (the
"Registration Statement") in accordance with Rule 428 under the Securities Act,
as amended (the "Securities Act"), and the "Note" to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, that have been filed with or furnished to the
Commission by the Registrant, are incorporated herein by reference and made a
part hereof:
(a) the Registrant's Form 20-F filed with the Commission on February 28,
2003 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) the Registrant's Special Reports on Form 6-K dated August 29, 2002,
September 9, 2002, October 8, 2002, October 29, 2002, November 4, 2002, November
25, 2002, December 10, 2002, January 14, 2003, February 4, 2003 and February 26,
2003;
All documents that we file in accordance with Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, subsequent to the effective date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities covered by this
Registration Statement have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and will be a part of this Registration Statement from
the date of filing of those documents.
Any statement contained herein or in any document 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 deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
You may request a copy of these filings at no cost, other than exhibits to
those documents which are not specifically incorporated by reference, by writing
or telephoning us at the following address:
Allied Domecq PLC
The Pavilions
Bridgwater Road
Bedminister Down
Bristol BS13 8AR, England
+44 117 978 5000
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
English law does not permit a company to indemnify a director or an officer
of the company against any liability which by virtue of any rule of law would
otherwise attach to him in respect of negligence, default, breach of duty or
breach of trust in relation to the company except liability incurred by such
director or officer in defending any legal proceeding (whether civil or
criminal) in which judgment is given in his favor or in which he is acquitted or
in certain instances where, although he is liable, a court finds such director
or officer acted honestly and reasonably and that having regard to all the
circumstances he ought fairly to be excused and relief is granted by the court.
Regulation 141.1 of the Registrant's Memorandum and Articles of Association
provides:
"Subject to the provisions of and so far as may be consistent with the
Statutes, every Director, Secretary or other officer of the Company shall be
indemnified by the Company out of its own funds against and/or exempted by the
Company from all costs, charges, losses, expenses and liabilities incurred by
him in the actual or purported execution and/or discharge of his duties and/or
the exercise or purported exercise of his powers and/or otherwise in relation to
or in connection with his duties, powers or 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 are
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."
Regulation 141.2 of the Registrant's Memorandum and Articles of Association
provides:
"Without prejudice to paragraph 141.1 above the Directors shall have power
to purchase and maintain insurance for or for the benefit of any person who is
or was at any time a Director or officer of any Relevant Company (as defined in
paragraph 141.3 below) or who is or was at any time a trustee of any pension
fund or employees' share scheme in which employees of any Relevant Company are
interested, including (without prejudice to the generality of the foregoing)
insurance against any liability incurred by him in respect of any act or
omission in the actual or purported execution and/or discharge of his duties
and/or in the exercise or purported exercise of his powers and/or otherwise in
relation to his duties, powers or offices in relation to any Relevant Company,
or any such pension fund or employees' share scheme."
Regulation 141.3 of the Registrant's Memorandum and Articles of Association
provides:
"For the purpose of paragraph 141.2 above "Relevant Company" shall mean the
Company, any holding company of the Company or any other body, whether or not
incorporated, in which the Company or such holding company or any of the
predecessors of the Company or of such holding company has or had any interest
whether direct or indirect or which is in any way allied to or associated with
the Company, or any subsidiary undertaking of the Company or of such other
body."
Regulation 106.4 of the Registrant's Memorandum and Articles of Association
provides:
"An alternate Director shall be entitled to contract and be interested in
and benefit from contracts or arrangements or transactions and to be repaid
expenses and to be indemnified to the same extent mutatis mutandis as if he were
a Director but he shall not be entitled to receive from the Company in
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respect of his appointment as alternate Director any remuneration except only
such part (if any) of the remuneration otherwise payable to his appointor as
such appointor may by notice in writing to the Company from time to time
direct."
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following documents are filed with or incorporated by reference into
this registration statement:
Exhibit No. Description
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4.1 Form of Stock Certificate (incorporated by reference from Exhibit
2.2 of our registration statement on Form 20-F (Commission File
No. 001-31413) filed with the Commission on July 26, 2002).
4.2 Form of American Depositary Receipt (incorporated by reference
from Exhibit 2.3 of our registration statement on Form 20-F
(Commission File No. 001-31413) filed with the Commission on July
26, 2002).
4.3 Memorandum and Articles of Association of the Registrant as in
effect on the date hereof (incorporated by reference from Exhibit
1.1 of our registration statement on Form 20-F (Commission File
No. 001-31413) filed with the Commission on July 26, 2002).
4.4 Deposit Agreement among the Registrant and JPMorgan Chase Bank,
as Depositary and Holders of the American Depositary Receipts
(incorporated by reference from Exhibit 2.1 of our registration
statement on Form 20-F (Commission File No. 001-31413) filed with
the Commission on July 26, 2002).
4.5 Allied Domecq PLC Executive Share Option Scheme 1999.
4.6 Allied Domecq PLC Deferred Bonus Plan.
4.7 Allied Domecq PLC Long Term Incentive Scheme 1999.
5.1 Opinion of Linklaters.
23.1 Consent of KPMG Audit Plc, independent auditors.
23.3 Consent of Linklaters (included in Exhibit 5.1).
24.1 Power of Attorney (included in signature page).
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:
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(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 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 Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent 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 with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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 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 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 Commission 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,
Allied Domecq PLC, a public limited company incorporated under the laws of
England and Wales, 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 London on February 28, 2003.
ALLIED DOMECQ PLC
By: /s/ Philip Bowman
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Philip Bowman
Chief Executive
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on February 28, 2003. Each person whose signature appears
below hereby constitutes and appoints Philip Bowman and Graham Hetherington, or
either of them acting alone, his or her true and lawful attorney-in-fact and
agent, in each case with full power of substitution and resubstitution, for him
or her in his or her name and stead in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, or any registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(a) under the Securities Act of 1993,
and to file the same, with exhibits thereto and other documents in connection
therewith or in connection with the registration of the common stock offered
hereby under the Securities Exchange Act of 1934, with the Securities and
Exchange Commission, granting unto such attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that such attorney-in-fact and agent or his substitutes may do or cause to
be done by virtue hereof.
Name and Signature Title Date
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/s/ Philip Bowman Chief Executive (Principal Executive Officer) February 28, 2003
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Philip Bowman
/s/ Graham Hetherington Finance Director (Principal Financial Officer) February 28, 2003
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Graham Hetherington
/s/ Gerry Robinson Non-Executive Chairman February 28, 2003
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Gerry Robinson
/s/ David Scotland Director February 28, 2003
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David Scotland
/s/ Richard Turner Director February 28, 2003
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Richard Turner
/s/ Donald Brydon Non-Executive Director February 28, 2003
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Donald Brydon
/s/ Sir Ross Buckland Non-Executive Director February 28, 2003
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Sir Ross Buckland
/s/ Peter Jacobs Non-Executive Director February 28, 2003
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Peter Jacobs
/s/ David Malpas Non-Executive Director February 28, 2003
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David Malpas
/s/ Harold Gorman Authorized Representative in the United States February 28, 2003
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Harold Gorman
Pursuant to the requirements of the Securities of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of London, country of England, on February 28,
2003.
ALLIED DOMECQ PLC EXECUTIVE SHARE OPTION SCHEME 1999
ALLIED DOMECQ PLC DEFERRED BONUS PLAN
ALLIED DOMECQ PLC LONG TERM INCENTIVE SCHEME 1999
By: /s/ David Malpas
-----------------------------------
David Malpas
EXHIBIT INDEX
Exhibit No. Description
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4.1 Form of Stock Certificate (incorporated by reference from Exhibit
2.2 of our registration statement on Form 20-F (Commission File
No. 001-31413) filed with the Commission on July 26, 2002).
4.2 Form of American Depositary Receipt (incorporated by reference
from Exhibit 2.3 of our registration statement on Form 20-F
(Commission File No. 001-31413) filed with the Commission on July
26, 2002).
4.3 Memorandum and Articles of Association of the Registrant as in
effect on the date hereof (incorporated by reference from Exhibit
1.1 of our registration statement on Form 20-F (Commission File
No. 001-31413) filed with the Commission on July 26, 2002).
4.4 Deposit Agreement among the Registrant and JPMorgan Chase Bank,
as Depositary and Holders of the American Depositary Receipts
(incorporated by reference from Exhibit 2.1 of our registration
statement on Form 20-F (Commission File No. 001-31413) filed with
the Commission on July 26, 2002).
4.5 Allied Domecq PLC Executive Share Option Scheme 1999.
4.6 Allied Domecq PLC Deferred Bonus Plan.
4.7 Allied Domecq PLC Long Term Incentive Scheme 1999.
5.1 Opinion of Linklaters.
23.1 Consent of KPMG Audit Plc, independent auditors.
23.3 Consent of Linklaters (included in Exhibit 5.1).
24.1 Power of Attorney (included in signature page).