As filed with the Securities and Exchange Commission on May 17, 2006
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20649
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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SIGNET GROUP PLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ENGLAND NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
SIGNET GROUP PLC
15 Golden Square
London W1F 9JG
England, UK
+44 (0)20 7317 9700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
RULES OF THE SIGNET GROUP 2005 LONG-TERM INCENTIVE PLAN
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SIGNET GROUP PLC US SHARE OPTION PLAN 2003
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(Full title of the plans)
TERRY BURMAN
CHAIRMAN
STERLING INC.
375 GHENT ROAD
AKRON, OHIO 44313
(330) 668-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
MARK JENKINS MICHAEL BRADY JEFFREY J. WEINBERG
COMPANY SECRETARY PARTNER PARTNER
SIGNET GROUP PLC WEIL, GOTSHAL & MANGES WEIL, GOTSHAL & MANGES LLP
15 GOLDEN SQUARE ONE SOUTH PLACE 767 FIFTH AVENUE
LONDON W1F 9JG LONDON EC2M 2WG NEW YORK, NEW YORK 10153
ENGLAND ENGLAND USA
CALCULATION OF REGISTRATION FEE
-------------------------------- --------------- -------------------- --------------------- -----------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
-------------------------------- --------------- -------------------- --------------------- -----------------
Ordinary Shares of
(pound)0.005 each (1) 100,000,000.00 $1.95 $195,000,000 $20,865.00
-------------------------------- --------------- -------------------- --------------------- -----------------
(1) The amount of Ordinary Shares being registered represents the estimated
maximum aggregate amount issuable to employees in the United States pursuant to
Rules of the Signet Group 2005 Long-Term Incentive Plan and the Signet Group plc
US Share Option Plan 2003.
(2) In accordance with Rule 457(h), the maximum offering price per share has
been calculated pursuant to Rule 457(c) based upon the average of the high and
low sale price of the Ordinary Shares on the London Stock Exchange of 103.375p
on May 12, 2006. The translation of pounds sterling into US dollars has been
made at the noon buying rate on May 12, 2006 of (pound)1.00 to $1.8911.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
1 PLAN INFORMATION*
2 REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
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* All 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 of 1933, as amended (the "Securities Act"), and the
Notes to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3 INCORPORATION OF DOCUMENTS BY REFERENCE
The following document, filed with the Securities and Exchange Commission (the
"Commission") by Signet Group plc (the "Registrant"), is incorporated by
reference as of its date in this Registration Statement:
(A) Annual Report on Form 20-F of the Registrant for its fiscal year ended
January 28, 2006 filed on May 4, 2006 (File No. 001-32349) (the "Annual
Report") (including as Exhibit 1.1 the Articles of Association of the
Registrant, adopted by Special Resolution passed on June 13, 2002 and
amended by Special Resolution on June 10, 2005).
All documents since May 4, 2006 filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement 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 herein and to
be a part hereof from the date such documents were filed.
Any statement contained in a document incorporated or deemed incorporated by
reference in this Registration Statement 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 subsequently filed document which also 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.
4 DESCRIPTION OF SECURITIES
Not applicable.
5 INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The relevant provisions of the Companies Act 1985 (as amended), under which the
Registrant is incorporated, are sections 309A, 309B, 309C, 310, 337A and 727.
Section 309A provides:
"(1) This section applies in relation to any liability attaching to a
director of a company in connection with any negligence, default,
breach of duty or breach of trust by him in relation to the company.
(2) Any provision which purports to exempt (to any extent) a director of a
company from any liability within subsection (1) is void.
(3) Any provision by which a company directly or indirectly provides (to
any extent) an indemnity for a director of: (a) the company, or (b) an
associated company, against any liability within subsection (1) is
void. This is subject to subsections (4) and (5).
2
(4) Subsection (3) does not apply to a qualifying third party indemnity
provision (see section 309B(1)).
(5) Subsection (3) does not prevent a company from purchasing and
maintaining for a director of: (a) the company, or (b) an associated
company, insurance against any liability within subsection (1).
(6) In this section: "associated company", in relation to a company ("C"),
means a company which is C's subsidiary, or C's holding company or a
subsidiary of C's holding company; "provision" means a provision of any
nature, whether or not it is contained in a company's articles or in
any contract with a company."
Section 309B provides:
"(1) For the purposes of section 309A(4) a provision is a qualifying third
party indemnity provision if it is a provision such as is mentioned in
section 309A(3) in relation to which conditions A to C below are
satisfied.
(2) Condition A is that the provision does not provide any indemnity
against any liability incurred by the director: (a) to the company, or
(b) to any associated company.
(3) Condition B is that the provision does not provide any indemnity
against any liability incurred by the director to pay: (a) a fine
imposed in criminal proceedings, or (b) a sum payable to a regulatory
authority by way of a penalty in respect of non-compliance with any
requirement of a regulatory nature (however arising).
(4) Condition C is that the provision does not provide any indemnity
against any liability incurred by the director: (a) in defending any
criminal proceedings in which he is convicted, or (b) in defending any
civil proceedings brought by the company, or an associated company, in
which judgment is given against him, or (c) in connection with any
application under any of the following provisions in which the court
refuses to grant him relief, namely: (i) section 144(3) or (4)
(acquisition of shares by innocent nominee), or (ii) section 727
(general power to grant relief in case of honest and reasonable
conduct).
(5) In paragraph (a), (b) or (c) of subsection (4) the reference to any
such conviction, judgment or refusal of relief is a reference to one
that has become final.
(6) For the purposes of subsection (5) a conviction, judgment or refusal of
relief becomes final: (a) if not appealed against, at the end of the
period for bringing an appeal, or (b) if appealed against, at the time
when the appeal (or any further appeal) is disposed of.
(7) An appeal is disposed of: (a) if it is determined and the period for
bringing any further appeal has ended, or (b) if it is abandoned or
otherwise ceases to have effect.
(8) In this section "associated company" and "provision" have the same
meaning as in section 309A."
Section 309C provides:
"(1) Subsections (2) and (3) impose disclosure requirements in relation to a
directors' report under section 234 in respect of a financial year.
3
(2) If: (a) at the time when the report is approved under section 234A, any
qualifying third party indemnity provision (whether made by the company
or otherwise) is in force for the benefit of one or more directors of
the company, or (b) at any time during the financial year, any such
provision was in force for the benefit of one or more persons who were
then directors of the company, the report must state that any such
provision is or (as the case may be) was so in force.
(3) If the company has made a qualifying third party indemnity provision
and: (a) at the time when the report is approved under section 234A,
any qualifying third party indemnity provision made by the company is
in force for the benefit of one or more directors of an associated
company, or (b) at any time during the financial year, any such
provision was in force for the benefit of one or more persons who were
then directors of an associated company, the report must state that any
such provision is or (as the case may be) was so in force.
(4) Subsection (5) applies where a company has made a qualifying third
party indemnity provision for the benefit of a director of the company
or of an associated company.
(5) Section 318 shall apply to: (a) the company, and (b) if the director is
a director of an associated company, the associated company, as if a
copy of the provision, or (if it is not in writing) a memorandum
setting out its terms, were included in the list of documents in
section 318(1).
(6) In this section: "associated company" and "provision" have the same
meaning as in section 309A; and "qualifying third party indemnity
provision" has the meaning given by section 309B(1)."
Section 310 provides:
"(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 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 auditor insurance
against any such liability, or
(b) from indemnifying any such auditor against any liability
incurred by him:
(i) in defending any proceedings (whether civil or
criminal) in which judgment is given in his favour or
he is acquitted, or (ii) in connection with any
application under section 727 (general power to grant
relief in case of honest and reasonable conduct) in
which relief is granted to him by the court."
4
Section 337A provides:
"(1) A company is not prohibited by section 330 from doing anything to
provide a director with funds to meet expenditure incurred or to be
incurred by him:(a) in defending any criminal or civil proceedings, or
(b) in connection with any application under any of the provisions
mentioned in subsection (2).
(2) The provisions are: section 144(3) and (4) (acquisition of shares by
innocent nominee), and section 727 (general power to grant relief in
case of honest and reasonable conduct).
(3) Nor does section 330 prohibit a company from doing anything to enable a
director to avoid incurring such expenditure.
(4) Subsections (1) and (3) only apply to a loan or other thing done as
mentioned in those subsections if the terms on which it is made or done
will result in the loan falling to be repaid, or any liability of the
company under any transaction connected with the thing in question
falling to be discharged, not later than: (a) in the event of the
director being convicted in the proceedings, the date when the
conviction becomes final, (b) in the event of judgment being given
against him in the proceedings, the date when the judgment becomes
final, or (c) in the event of the court refusing to grant him relief on
the application, the date when the refusal of relief becomes final.
(5) For the purposes of subsection (4) a conviction, judgment or refusal of
relief becomes final: (a) if not appealed against, at the end of the
period for bringing an appeal, or (b) if appealed against, at the time
when the appeal (or any further appeal) is disposed of.
(6) An appeal is disposed of: (a) if it is determined and the period for
bringing any further appeal has ended, or (b) if it is abandoned or
otherwise ceases to have effect."
Section 727 provides:
"(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 the 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 fit.
(2) If any such 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
same 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 any case to which subsection (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
subsection 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 judgement to be entered for the
defendant or defender on such terms as to costs or otherwise as the
judge may think proper".
5
Article 144 of the Registrant's Articles of Association (adopted by Special
Resolution passed on 13 June 2002) provides:
"Subject to the provisions of the Act, the Company may indemnify any
person who is or was a director, directly or indirectly (including by
funding any expenditure incurred or to be incurred by him), against any
loss or liability incurred by him in the actual or purported execution
or discharge of his duties or exercise of his powers or otherwise in
relation to or connection with the Company or any associated company.
For the purposes of this article, "associated company" has the same
meaning as in Section 309A of the Act"
In addition, the Registrant's Articles of Association provide the right
for the Registrant to purchase and maintain insurance for or for the
benefit of directors and officers to the extent allowed under Section
310 of the Companies Act 1985.
7 EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
8 EXHIBITS
5 Opinion of Herbert Smith as to the validity/legality of the Ordinary
Shares, indicating whether they will, when sold, be legally issued,
fully paid and non-assessable.
23.1 Consent of KPMG Audit Plc.
23.2 Consent of Herbert Smith (included in Exhibit 5).
24 Powers of Attorney (included on the signature page to this Registration
Statement).
9 UNDERTAKINGS
(A) The 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 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.
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 per cent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statements; and
6
(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 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 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 Securities and
Exchange 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 defence 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.
7
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in London, England on May 9, 2006.
SIGNET GROUP PLC
By: /s/ Walker Boyd
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Name: Walker Boyd
Title: Group Finance Director
Date: May 9, 2006
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitute and appoints Terry Burman and Walker Boyd, and each of them, his 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 to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to such 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 in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, the Registrant has caused
this Registration Statement to be signed by the following persons in the
capacities and on the dates indicated.
By: /s/ James McAdam
----------------------------------------
Name: James McAdam
Title: Chairman and Director
Date: May 9, 2006
By: /s/ Robert Anderson
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Name: Robert Anderson
Title: Chief Executive Officer of UK division and Director
Date: May 9, 2006
By: /s/ Robert Blanchard
----------------------------------------
Name: Robert Blanchard
Title: Non-Executive Director
Date: May 9, 2006
8
By: /s/ Walker Boyd
----------------------------------------
Name: Walker Boyd
Title: Group Finance Director and Director
(Principal Financial and Accounting Officer)
Date: May 9, 2006
By: /s/ Terry Burman
----------------------------------------
Name: Terry Burman
Title: Group Chief Executive Officer and Director
(Principal Executive Officer)
Date: May 9, 2006
By: /s/ Dale W. Hilpert
----------------------------------------
Name: Dale W. Hilpert
Title: Non-Executive Director
Date: May 9, 2006
By: /s/ Brook Land
----------------------------------------
Name: Brook Land
Title: Non-Executive Director
Date: May 9, 2006
By: /s/ Mark Light
----------------------------------------
Name: Mark Light
Title: Chief Executive Officer of US division and Director
Date: May 9, 2006
By: /s/ Robert Walker
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Name: Robert Walker
Title: Non-Executive Director
Date: May 9, 2006
By: /s/ Russell Walls
----------------------------------------
Name: Russell Walls
Title: Non-Executive Director
Date: May 9, 2006
By: /s/ Malcolm Williamson
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Name: Malcolm Williamson
Title: Non-Executive Director
Date: May 9, 2006
9
Authorized Representative in the United States:
By: /s/ Terry Burman
----------------------------------------
Terry Burman
Sterling Jewelers Inc.
Chairman
10
INDEX TO EXHIBITS
5 Opinion of Herbert Smith as to the validity/legality of the Ordinary
Shares, indicating whether they will, when sold, be legally issued,
fully paid and non-assessable (contains consent of Herbert Smith).
23.1 Consent of KPMG Audit Plc.
11