As filed with the Securities and Exchange Commission on November 4, 2009.

 

                                                                                                           Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Invesco Ltd.

(Exact name of registrant as specified in its charter)

 

Bermuda

 

98-0557567

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

1555 Peachtree Street N.E.

Atlanta, Georgia 30309

Telephone: (404) 892-0896

(Address and Telephone Number of Registrant’s Principal Executive Offices)

 

Global Stock Plan

No. 3 Executive Share Option Scheme

Rules of the AMVESCAP International Sharesave Plan

(Full title of the plans)

 

_________________________________

Kevin Carome

Senior Managing Director and General Counsel

Invesco Ltd.

1555 Peachtree Street N.E.

Atlanta, Georgia 30309

Telephone: (404) 479-2945

Facsimile: (404) 962-8293

 

(Name, address, and telephone number,

of agent for service)

_________________________________

Copies to:

Michael L. Stevens

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street, NW

Atlanta, Georgia 30309

Telephone: (404) 881-7970

Facsimile: (404) 253-8858

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” in Rule 12b-2 of the Exchange Act.

 

 

Large Accelerated filer

x

Accelerated filer

o

 

 

Non-Accelerated filer

o

Smaller reporting company

o

 

 

CALCULATION OF REGISTRATION FEE

 

Title of

securities to

be registered

 

Amount

to be

registered

Proposed

maximum

offering price

per share

Proposed

maximum

aggregate

offering price

 

Amount of

registration

fee

Common Shares, $0.20 par value (1)

 

 

N/A

 

N/A

 

N/A

 

N/A

 

 

(1)

No additional securities are being registered, and the registration fees were paid at the time of the original filing of the Registration Statements (as defined below). Accordingly, no further registration fee is required.

 



EXPLANATORY NOTE

 

On December 4, 2007, Invesco Ltd., a Bermuda corporation (the “Registrant”), became the holding company of INVESCO PLC, a public company organized under the laws of England and Wales (“Invesco-UK”), pursuant to a United Kingdom court-approved scheme of arrangement (the “Scheme”) in which the Invesco-UK ordinary shares and the Invesco-UK American Depositary Shares (the “ADSs”) were exchanged for common shares of the Registrant. Upon the effectiveness of the Scheme, the former Invesco-UK shareholders received one (1) Registrant common share, par value $0.10, for each Invesco-UK ordinary share, par value $0.10, and the former Invesco-UK ADS holders received two (2) such Registrant common shares for each ADS held by them. Immediately following the effectiveness of the Scheme, the Registrant implemented a reverse stock split on a one-for-two basis, such that the Registrant’s shareholders now hold common shares, par value $0.20 per share.

 

This Post-Effective Amendment No. 1 to the registration statements on Form S-8, Registration Nos. 333-8962, 333-10602, 333-98037 and 333-103609, filed with the Securities and Exchange Commission (the “Commission”) on June 16, 1998, July 16, 1999, August 13, 2002 and March 5, 2003, respectively, by Invesco-UK (as amended, the “Registration Statements”), relating to the Global Stock Plan, the Rules of the AMVESCAP International Sharesave Plan and the No. 3 Executive Share Option Scheme, respectively (together, the “Plans”), is being filed by the Registrant pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), as the successor issuer to Invesco-UK following the Scheme.

 

In accordance with Rule 414(d) under the Securities Act, the Registrant, as successor to Invesco-UK, hereby expressly adopts the Registration Statements as its own for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

 

 

 

 

.

 


 

 

PART I          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

(a) The documents constituting Part I of this registration statement will be delivered to participants in the Plans as specified by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

(b) Upon written or oral request, the Registrant will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this registration statement. The documents are incorporated by reference in the Section 10(a) prospectus. The Registrant will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b). Requests for the above-mentioned information should be directed to Plan Administrator, Invesco Ltd., 1555 Peachtree Street N.E., Atlanta, Georgia 30309; telephone number (404) 892-0896.

 

PART II          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.  Incorporation of Documents by Reference.

 

             The following documents, filed by the Registrant and by Invesco-UK with the Commission pursuant to the Exchange Act, are incorporated herein by reference and deemed to be a part hereof:

 

               (a)           The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008;

 

(b)          All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2008 (including, but not limited to, the Registrant’s Current Report on Form 8-K filed with the Commission on May 20, 2009);

 

(c)           The description of the Registrant’s common shares contained in the Registrant’s Form 8-A filed on May 16, 2008 (which replaces the description of ordinary shares of Invesco-UK, contained in its registration statement on Form F-3 (File No. 333-8680)), including any amendment or report filed for the purpose of updating such description; and

 

(d)          All other documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statements that indicates that all securities offered have been sold or that deregisters all securities that remain unsold.

 

Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Post-Effective Amendment No. 1 to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference 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 Post-Effective Amendment No. 1.

 

Item 4.  Description of Securities.

 

               Not applicable

 

 


 

Item 5.  Interests of Named Experts and Counsel.

 

               Not applicable

 

 

Item 6.  Indemnification of Directors and Officers.

 

 

Pursuant to its Bye-Laws, the Registrant will indemnify its officers, directors and employees to the fullest extent permitted by Bermuda law. Such indemnity will extend, without limitation, to any matter in which an officer, director or employee of the Registrant may be guilty of negligence, default, breach of duty or breach of trust in relation to the Registrant or any of its subsidiaries, but will not extend to any matter in which such officer, director or employee is found, by a court of competent jurisdiction in a final judgment or decree not subject to appeal, guilty of any fraud or dishonesty in relation to the Registrant.

 

The Bermuda Companies Act enables companies to purchase and maintain, and the Registrant’s Bye-laws permit the Registrant to purchase and maintain, insurance for directors and officers against any liability arising from negligence, default, breach of duty or breach of trust against the company. The Registrant maintains such insurance policies on its officers and directors.

 

Item 7.  Exemption from Registration Claimed.

 

               Not applicable

 

Item 8. Exhibits.

              See the Exhibit Index, which is incorporated herein by reference.

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;

 

(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 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) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in 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 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 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 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.

 

(Signatures on following page)

 

 

 

 

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, 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 Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, State of Georgia, on this 4th day of November, 2009.

 

                INVESCO LTD.

 

 

               By:  /s/ Martin L. Flanagan                           

                       Martin L. Flanagan

                       President amd Chief Executive Officer 

 

 

 

 

 

 

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Martin Flanagan and Kevin Carome his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including further post-effective amendments) to the Registration Statements, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, 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, this Post-Effective Amendment No. 1 to the Registration Statements has been signed by the following persons in the capacities indicated.

 

Signature

Title

Date

 

/s/ Martin L. Flanagan                  

Martin L. Flanagan

 

President, Chief Executive Officer (Principal Executive Officer) and Director

 

 

November 4, 2009

 

/s/ Loren M. Starr                        

Loren M. Starr 

 

Senior Managing Director and Chief Financial Officer

(Principal Financial Officer)

 

 

November 4, 2009

 

/s/ David A. Hartley                    

David A. Hartley

 

Chief Accounting Officer

(Principal Accounting Officer)

 

 

November 4, 2009

 

/s/ Rex D. Adams                        

Rex D. Adams

 

Director

 

November 4, 2009

 

 

 

 

 

 


 

 

 

 

/s/ Sir John Banham                    

Sir John Banham

 

Director

 

 

November 4, 2009

 

/s/ Joseph R. Canion                    

Joseph R. Canion

 

Director

 

 

November 4, 2009

 

                                                       

Ben F. Johnson, III

 

Director

 

 

________ __, 2009

 

/s/ Denis Kessler                          

Denis Kessler

 

Director

 

November 4, 2009

 

/s/ Edward P. Lawrence              

Edward P. Lawrence

 

Director

 

November 4, 2009

 

/s/ J. Thomas Presby                    

J. Thomas Presby

 

Director

 

November 4, 2009

 

/s/ James I. Robertson                  

James I. Robertson

 

Director

 

November 4, 2009

 

 

 

 

 

 

 

 

 

 


 

EXHIBIT INDEX

TO

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

 

 

Exhibit Number

Description

4.1

 

Memorandum of Association of Invesco Ltd. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on December 12, 2007)

 

4.2

Amended and Restated Bye-Laws of Invesco Ltd. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Commission on December 12, 2007)

 

5.1

Opinion of Appleby

 

23.1

Consent of Appleby (included in Exhibit 5.1)

 

23.2

Consent of Ernst & Young LLP

 

24.1

Power of Attorney (included on signature page)

 

99.1

Global Stock Plan (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Commission on February 27, 2009)

 

99.2

No. 3 Executive Share Option Scheme (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Commission on February 29, 2008)

 

99.3

Rules of the AMVESCAP International Sharesave Plan (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Commission on February 29, 2008)