As filed with the Securities and Exchange Commission on May 25, 2001
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ENODIS PLC
(Exact name of Registrant as specified in its charter)
England and Wales Not Applicable
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Washington House, 40-41 Conduit Street
London W1S 2YQ, United Kingdom
(Address, including code, of Registrant's principal executive offices)
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EMPLOYEE STOCK PURCHASE PLAN
ENODIS 2001 EXECUTIVE SHARE OPTION SCHEME
ENODIS SHARE MATCHING SCHEME
1995 EXECUTIVE SHARE OPTION SCHEME
(Full title of the Plans)
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David R. Hooper, Company Secretary
Enodis plc
Washington House
40-41 Conduit Street
London W1S 2YQ, United Kingdom
(44) 207-304-6000
(Name and address, including zip code, and
telephone number, including area code, of agent for service)
Copy to:
Pamela E. Flaherty, Esq.
Shack Siegel Katz Flaherty & Goodman P.C.
530 Fifth Avenue, 16th Floor
New York, New York 10036
(212) 782-0700
CALCULATION OF REGISTRATION FEE
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Proposed maximum
Amount to be offering price Proposed Amount of
Title of securities registered per ordinary share maximum aggregate Registration
to be registered (1) (2) (3) offering price Fee (3)
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Ordinary shares, nominal value 50 pence each, 15,200,000 $1.67 $25,384,000 $6,346
represented by American Depositary Shares shares
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(1) A separate registration statement on Form F-6, as amended (File No.
333-12102), is effective covering the American Depositary Shares ("ADSs")
representing the ordinary shares registered by this registration statement.
Each ADS represents four ordinary shares of the Registrant and is issuable
upon the deposit of ordinary shares with the depositary for the ADSs.
(2) This registration statement covers ordinary shares underlying ADSs issuable
under the four employee plans (the "Plans") listed on the cover page.
Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers an indeterminable number of ADSs or other shares
which may become issuable pursuant to the anti-dilution provisions of the
Plans.
(3) The fee is computed, in accordance Rule 457(h)(1) under the Securities Act
of 1933, based on the average of the high and low prices of the
Registrant's ADSs reported on the New York Stock Exchange on May 23, 2001.
EXPLANATORY NOTE:
Enodis plc is filing this registration statement on Form S-8 with the
SEC to register the offer and sale, in accordance with Rule 415 under the
Securities Act, of a total of up to 15,200,000 ordinary shares, represented by
3,800,000 ADSs that may be awarded to eligible employees, primarily in the U.S.
and Canada, under its Employee Stock Purchase Plan, the Enodis 2001 Executive
Share Option Scheme, the Enodis Share Matching Scheme and its 1995 Executive
Share Option Scheme. A separate registration statement on Form F-6, as amended
(File No. 333-12102), has been filed with the SEC registering the ADSs.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified by this Part I will
be sent or given to eligible participants as specified by Rule 428(b)(1) under
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant's Annual Report on Form 20-F for the fiscal year ended
September 30, 2000, filed on April 12, 2001, its Amended Report of Foreign
Issuer on Form 6-K/A, filed April 23, 2001, its Report of Foreign Issuer on Form
6-K, filed May 24, 2001, and the description of the Registrant's ordinary shares
and American Depositary Shares contained in the Registrant's registration
statement on Form
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20-F/A (File No. 1-15032), filed on July 5, 2000 under Section 12(b) of the
Securities Exchange Act of 1934 (the "Exchange Act"), are incorporated herein by
this reference and made a part of this registration statement.
All documents subsequently filed by the Registrant under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective date of this
registration statement and prior to the termination of the offering of the
common stock offered hereby shall be deemed to be incorporated by reference into
this registration statement and to be a part hereof from the date of filing of
those documents. Any statement contained herein or 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 document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
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.
The Registrant's Articles of Association contain a provision to the
effect that, so far as permitted by English law, the directors and secretary
shall be indemnified out of the assets of the Registrant against liabilities
incurred by them in the proper execution of their duties or powers in relation
to the affairs of the Registrant. The Companies Act 1985 prevents further
protection by stating that any provision to indemnify an officer from liability
for negligence, default, breach of duty or breach of trust shall be void. The
indemnity does, however, apply to costs and liabilities incurred in or arising
from defending proceedings where the directors or the secretary are acquitted,
where judgment is found in their favor, where no material breach of duty is
found on their part or where relief is granted to them by the court in respect
of liability for negligence, default, breach of duty or breach of trust.
The Registrant has purchased a directors and officers liability and
corporate reimbursement insurance policy. The policy covers up to (pound)25
million in the aggregate, plus one round the clock reinstatement of the limit of
liability. There is a deductible in the amount of $100,000 in respect of any
claim in a U.S. court of law or elsewhere to enforce a U.S. judgment.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
On December 21, 2000, options to purchase a total of 161,065 ordinary
shares were granted to two employees of the Registrant or its subsidiaries
residing in the U.S. under its 1995 Executive Share Option Scheme. In addition,
on January 22, 2001, options to purchase a total of 2,517,903 ordinary shares
were granted to 120 employees of the Registrant or its subsidiaries residing in
the U.S. under the Enodis 2001 Executive Share Option Scheme.
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The grant of these options, in each case, was exempt from registration
under Section 4(2) of the Securities Act, which covers transactions by an issuer
not involving any public offering. All of these options were granted subject to
the restriction that the optionee may not resell any securities received upon
exercise of the option unless the resale is registered or there is an available
exemption from registration. Normally, the options are not exercisable until
three years after the date of grant and unless specified performance conditions
have been met. Some exceptions apply in circumstances where an employee leaves
the registrant's employ or upon a change of control. The exercise price for all
of the options is the closing price of the ordinary shares at the time of grant.
The Registrant has not made any other grants, offers or sales of restricted
securities in the U.S. since the Registrant's securities were registered under
the Securities Exchange Act of 1934 in July 2000. No other restricted securities
will be offered or resold under this registration statement.
Item 8. Exhibits.
Exhibit
Number Description
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4.1 Certificate of Incorporation, as amended, and Memorandum of
Association of the Registrant, as amended.*
4.2 Articles of Association of the Registrant, as amended.*
4.3 The Registrant's Employee Stock Purchase Plan and Form of
Subscription Agreement.
4.4 Enodis 2001 Executive Share Option Scheme.
4.5 Enodis Share Matching Scheme.
4.6 The Registrant's 1995 Executive Share Option Scheme.*
4.7 Form of Deposit Agreement among the Registrant, The Bank of New York
and the owners of the Registrant's ADRs and form of ADR.*
5 Opinion of Clifford Chance Limited Liability Partnership, English
counsel for Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney (included on the signature page hereof).
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* Incorporated by reference to the Registrant's Registration Statement on
Form 20-F/A, filed on July 5, 2000 (File No. 1-15032).
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;
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(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 and 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% 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
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 l3 or 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 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 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 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.
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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 London, England on the 23rd day of May, 2001.
ENODIS PLC
By: /s/ Andrew J. Allner
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Andrew J. Allner,
Chief Financial Officer
Power of Attorney
Each person whose signature to this Registration Statement appears
below hereby appoints Andrew J. Allner and Andrew F. Roake, and each of them
acting singly, as his attorney-in-fact, to sign on his behalf individually and
in the capacity stated below and to file all amendments and post-effective
amendments to this Registration Statement, which amendment or amendments may
make such changes and additions to this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.
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 Date Title
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/s/ Andrew J. Allner May 23, 2001 Chief Financial Officer (Principal Financial and Principal
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Andrew J. Allner Accounting Officer) and Director*
/s/ Andrew F. Roake May 12, 2001 Chief Operating Officer and Director*
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Andrew F. Roake
/s/ Peter M. Brooks May 11, 2001 Chairman of the Board of Directors
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Peter M. Brooks
/s/ G. Eryl Morris May 11, 2001 Senior Independent Director
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G. Eryl Morris
/s/ Robert Briggs May 23, 2001 Director
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Robert Briggs
/s/ Waldemar Schmidt May 23, 2001 Director
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Waldemar Schmidt
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* These two officers are temporarily sharing the duties of Principal
Executive Officer until the Registrant engages a new Chief Executive Officer.
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Certificate of Incorporation, as amended, and Memorandum of
Association of the Registrant, as amended.*
4.2 Articles of Association of the Registrant, as amended.*
4.3 The Registrant's Employee Stock Purchase Plan and Form of
Subscription Agreement.
4.4 Enodis 2001 Executive Share Option Scheme.
4.5 Enodis Share Matching Scheme.
4.6 The Registrant's 1995 Executive Share Option Scheme.*
4.7 Form of Deposit Agreement among the Registrant, The Bank of New York
and the owners of the Registrant's ADRs and form of ADR.*
5 Opinion of Clifford Chance Limited Liability Partnership, English
counsel for Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney (included on the signature page hereof).
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* Incorporated by reference to the Registrant's Registration Statement
on Form 20-F/A, filed on July 5, 2000 (File No. 1-15032).