As filed with the Securities and Exchange Commission on September 11, 2008
Registration No. 333-9634
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
SIGNET JEWELERS LIMITED
(Exact name of registrant as specified in its charter)
| Bermuda | N/A | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
Clarendon House, 2 Church Street
Hamilton HM11, Bermuda
(441) 295-1422
(Address of principal executive offices and zip code)
SIGNET GROUP PLC EMPLOYEE STOCK SAVINGS PLAN
(Full title of the plan)
Terry Burman
Chairman
Sterling Inc.
375 Ghent Road
Akron, Ohio 44313
(330) 668-5000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
|
Mark Jenkins Group Company Secretary Signet Group plc 15 Golden Square London W1F 9JG United Kingdom |
Michael Brady Partner Weil, Gotshal & Manges LLP One South Place London EC2M 2WG United Kingdom |
Jeffrey J. Weinberg Partner Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York, 10153 |
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 ¨ | |
| Non-accelerated filer ¨ | Smaller reporting company ¨ |
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum
offering price per share |
Proposed maximum
aggregate offering price |
Amount of
registration fee |
||||
|
Plan interests in the Signet Group plc Employee Stock Savings Plan |
Indeterminate | N/A | N/A | N/A | ||||
| (1) | 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 Signet Group plc Employee Stock Savings Plan described herein. Pursuant to the Division of Corporation Finance Manual of Publicly Available Telephone Interpretation G68, there is no fee required where an indeterminate number of plan interests are being registered. |
EXPLANATORY NOTE
On September 11, 2008, Signet Group plc (the “ Predecessor Registrant ”) completed a reorganization (the “ Reorganization ”) of its corporate structure through a scheme of arrangement (the “ Scheme ”) pursuant to Part 26 of the Companies Act 2006 of England and Wales, resulting in the formation of a new holding parent company, Signet Jewelers Limited (the “ Registrant ”). Pursuant to the Scheme, the existing ordinary shares of $0.009 each of the Predecessor Registrant were cancelled, the Predecessor Registrant issued new ordinary shares to the Registrant, thus becoming a wholly owned subsidiary of the Registrant, and the Registrant issued to the Predecessor Registrant’s former shareholders one new common share of $0.009 each in the capital of the Registrant in exchange for each cancelled ordinary share. Immediately upon the Scheme becoming effective, the Registrant implemented a share capital consolidation (also known as a reverse stock split) on a one-for-twenty basis, in respect of the common shares issued under the Scheme (the “ Share Capital Consolidation ”). The combined effect of the Scheme and the Share Capital Consolidation was that holders of ordinary shares of the Predecessor Registrant received one common share of $0.18 each in the capital of the Registrant (a “ Common Share ”) for every twenty ordinary shares held on the business day immediately prior to the date the Scheme became effective.
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-9634) filed with the Securities and Exchange Commission (the “ Commission ”) on November 13, 1998 by the Predecessor Registrant (as amended, the “ Registration Statement ”), relating to the Signet Group plc Employee Stock Savings Plan (the “ Plan ”), is being filed by the Registrant (1) pursuant to Rule 414 under the Securities Act of 1933, as amended (the “ Securities Act ”), as the successor issuer to the Predecessor Registrant following the Reorganization, and (2) to register an indeterminate amount of plan interests. Holders of options granted under the Plan were offered the opportunity to exercise their existing options or replace their options with options over Common Shares of equivalent value and on identical terms (but ignoring any fractional entitlements arising from the adjustment to reflect the Share Capital Consolidation).
In accordance with Rule 414(d) under the Securities Act, the Registrant, as successor to the Predecessor Registrant, hereby expressly adopts the Registration Statement as its own for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan as specified under Rule 428(b)(1) under the Securities Act. These documents are not required to be, and are not being, filed by the Registrant with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents, which have been previously filed by the Registrant or by the Predecessor Registrant with the Commission pursuant to the Exchange Act, are incorporated by reference into this Post-Effective Amendment No. 1 to the Registration Statement:
(1) The Predecessor Registrant’s Annual Report on Form 20-F for the year ended February 2, 2008, filed with the Commission on May 9, 2008.
(2) All reports filed by the Registrant or by the Predecessor Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since February 2, 2008.
(3) The description of the Registrant’s Common Shares contained in the Registrant’s Form 8-A filed with the Commission on September 11, 2008, including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement, and 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, and any Form 6-K submitted during such period (or portions thereof) that are identified in such form as being incorporated by reference into this Registration Statement, shall be deemed to be incorporated by reference into this Registration Statement and to be part thereof from the date of filing or submission (as applicable) of such documents.
Any statement contained in a document which is incorporated by reference in this Registration Statement will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or incorporated by reference in this Registration Statement or in any document that the Registrant or the Signet Group plc Employee Stock Savings Plan files after the date of this Registration Statement that also is incorporated by reference in this Registration Statement modifies or supersedes the prior statement. Any modified or superseded statement shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference in this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
3
| Item 6. | Indemnification of Directors and Officers. |
The Companies Act 1981 of Bermuda, as amended (the “ Bermuda Companies Act ”) imposes various duties on officers of a company with respect to certain matters of management and administration of such company. The Bermuda Companies Act provides that in any proceedings for negligence, default, breach of duty or breach of trust against any officer, if it appears to a court that such officer 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, such court may relieve him, either wholly or partly, from any liability on such terms as such court may think fit. This provision has been interpreted to apply only to actions brought by or on behalf of a company against such officers. The Signet Jewelers Limited Bye-laws (the “ Bye-laws ”), however, provide that each of the Registrant’s present and future shareholders waive all claims or rights of action that such shareholder might have, individually or in the right of the Registrant, against any of the directors or officers for any act or failure to act in the performance of the duties of such director or officer, provided that this waiver does not extend to any matter in respect of any fraud or dishonesty which may attach to such director or officer.
The Bye-laws provide that none of the Registrant’s officers, directors or employees will be personally liable to the Registrant or its shareholders for any action or failure to act to the fullest extent permitted by law.
Under the Bermuda Companies Act a company may in its Bye-laws indemnify any director or officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the director may be guilty in relation to the company or any subsidiary thereof, except in relation to any fraud or dishonesty of which he may be guilty in relation to the company.
The Bye-laws provide that the directors and officers for the time being acting in relation to any of the affairs of the Registrant, or of its subsidiaries, will be indemnified out of the assets of the Registrant from and against all actions, costs, charges, liabilities, losses, damages and expenses which they or any of them may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of the Registrant’s business and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Registrant may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Registrant may be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their duties, or in relation thereto, provided that such indemnity will not extend to any matter in respect of any fraud or dishonesty which may attach to any of the directors or officers.
The Bermuda Companies Act enables companies to purchase and maintain, and the Bye-laws permit the Registrant to purchase and maintain, insurance for directors and officers against any liability incurred by them in their capacities as such arising from negligence, default, breach of duty or breach of trust against the Registrant or any subsidiary thereof.
The Bye-laws provide that the Registrant may advance moneys to a director or officer for the costs, charges and expenses incurred by the director or officer in defending any civil or criminal proceedings against him, on condition that the director or officer shall repay the advance if any allegation of fraud or dishonesty is proved against him.
| Item 7. | Exemption From Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
A list of exhibits included as part of this Post Effective Amendment No. 1 is set forth in the Exhibit Index to this Post Effective Amendment No. 1 to the Registration Statement.
4
| Item 9. | Undertakings |
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 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 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (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 (1)(i) and (1)(ii) 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 Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement;
| (2) | That, for the purpose of determining any 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; and |
| (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. |
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 Section 15(d) of the Securities Exchange Act of 1934, as amended (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.
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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue.
5
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 this Post-Effective Amendment No. 1 on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on this 11th day of September 2008.
| SIGNET JEWELERS LIMITED | ||
| By: |
/s/ Walker Boyd |
|
| Name: | Walker Boyd | |
| Title: | Group Finance Director | |
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 date indicated:
|
Signature |
Title |
Date |
||||
|
* |
Group Chief Executive and | September 11, 2008 | ||||
| Terry Burman | Director (principal executive officer) | |||||
|
/s/ Walker Boyd |
Group Finance Director and | September 11, 2008 | ||||
| Walker Boyd | Director (principal financial officer and principal accounting officer) | |||||
|
* |
Chairman of the Board of | September 11, 2008 | ||||
| Sir Malcolm Williamson | Directors | |||||
|
* |
US Chief Executive and | September 11, 2008 | ||||
| Mark Light | Director | |||||
|
* |
Director | September 11, 2008 | ||||
| Robert Blanchard | ||||||
|
* |
Director | September 11, 2008 | ||||
| Dale W. Hilpert | ||||||
|
* |
Director | September 11, 2008 | ||||
| Russell Walls | ||||||
A Majority of the Board of Directors
| *By: |
/s/ Walker Boyd |
|
| Walker Boyd | ||
| Attorney-in-Fact |
6
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Administrator of the Signet Group plc Employee Stock Savings Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom on this 11th day of September 2008.
| SIGNET GROUP PLC EMPLOYEE STOCK SAVINGS PLAN | ||
| By: |
/s/ Mark Jenkins |
|
| Name: |
Mark Jenkins |
|
| Title: | Authorized Representative of the Plan, Administrator of the Signet Group plc Employee Stock Savings Plan | |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has signed this Post-Effective Amendment No. 1 to the Registration Statement, solely in the capacity of the duly authorized representative of Signet Jewelers Limited in the United States, on this 11th day of September 2008.
| By: |
* |
|
| Terry Burman | ||
| Sterling Jewelers Inc. | ||
| Chairman |
| *By: |
/s/ Walker Boyd |
|
| Walker Boyd | ||
| Attorney-in-Fact |
7
EXHIBIT INDEX
|
Exhibit
|
Description of Exhibit |
|
| 4.1 | Memorandum of Association of Signet Limited and Certificate of Incorporation on Change of Name to Signet Jewelers Limited (incorporated by reference to Exhibit 3.1 from Form 8-A filed by Signet Jewelers Limited on September 11, 2008) | |
| 4.2 | Bye-laws of Signet Jewelers Limited (incorporated by reference to Exhibit 3.2 from Form 8-A filed by Signet Jewelers Limited on September 11, 2008) | |
| *5.1 | Opinion of Conyers Dill & Pearman | |
| *5.2 | Opinion of Weil, Gotshal & Manges LLP | |
| *23.1 | Consent of KPMG Audit Plc | |
| *23.2 | Consent of Conyers Dill & Pearman (included in Exhibit 5.1) | |
| *23.3 | Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.2) | |
| *24.1 | Power of Attorney | |
| *99.1 | Signet Group plc Employee Stock Savings Plan | |
| * | Filed herewith. |
8
Exhibit 5.1
11 September 2008
|
Signet Jewelers Limited Clarendon House 2 Church Street Hamilton HM11 Bermuda |
DIRECT LINE: +44 207 562 0348 E-MAIL: ANTHONY.SMITH@CONYERSDILLANDPEARMAN.COM OUR REF: .AHS/692017/41526 YOUR REF: |
Dear Sirs
Signet Jewelers Limited (the “ Company ”)
We have acted as special legal counsel in Bermuda to the Company, a company incorporated under the laws of Bermuda and the successor issuer to Signet Group plc pursuant to a scheme of arrangement (the “ Scheme ”) under Part 26 of the Companies Act 2006 of England and Wales that became effective on 11 September 2008, in connection with Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration Number 333-9634) to be filed by the Company with the Securities and Exchange Commission on 11 September 2008 (the “ Post-Effective Amendment ”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to:
| a) | an aggregate of up to 1,984,542 common shares, par value US$0.18 per share of the Company (the “ Common Shares ”) (discussed below) issuable pursuant to options granted under the Signet Group plc Employee Stock Savings Plan (the “ Plan ”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), pursuant to Rule 414 under the United States Securities Act of 1933, as amended (the “ Securities Act ”), to reflect that the Company succeeded to the Registration Statement; and |
| b) | the registration under the Securities Act of an indeterminate number of plan interests under the Signet Group plc Employee Stock Savings Plan. |
On 10 September 2008, Signet Group plc assigned its rights and obligations under the Plan, and Signet Jewelers Limited accepted such assignment and assumed the Plan pursuant to an Assignment and Assumption Agreement (the “ Agreement ”).
Immediately upon the Scheme becoming effective, the Company implemented a share capital consolidation (also known as a reverse stock split) on a one-for-twenty basis, in respect of the Common Shares issued under the Scheme (the “ Share Capital Consolidation ”). The aggregate number of Common Shares issuable pursuant to the Plan is derived from the aggregate number of ordinary shares, par value US$0.009 per share of Signet Group plc, issuable pursuant to the Plan prior to the Scheme becoming effective, divided by twenty to reflect the Share Capital Consolidation.
For the purposes of giving this opinion, we have examined copies of the Post-Effective Amendment, the Plan and the Agreement. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on 11 September 2008, copies of minutes of meetings of the board of directors of the Company held on 9 July 2008 and 2 September 2008 and a copy of the written consent of the Proposal Committee dated 10 September 2008 (together the “ Minutes ”) and such other documents and made such enquires as to questions of law as we have deemed necessary in order to render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Post-Effective Amendment, the Plan and other documents reviewed by us, (d) that the resolutions contained in the Minutes were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (f) the validity and binding effect under the laws of New York of the Plan in accordance with its terms, (g) that there is no provision of any award agreement or option which would have any implication in relation to the opinions expressed herein, (h) that, upon the issue of any Common Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, (i) that on the date of issuance of any of the Common Shares the Company will have sufficient authorised but unissued common shares, (j) that on the date of issuance of any award or option under a Plan, the Company will be able to pay its liabilities as they become due, (k) that the Company’s shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981 of Bermuda, as amended, and (l) that the general permissions with respect to the issuance and free transferability of shares granted by the Bermuda Monetary Authority on 1 June 2005 will not have been revoked or amended at the time of issuance of any Common Shares.
We express no opinion with respect to the issuance of shares pursuant to any provision of a Plan that purports to obligate the Company to issue shares following the commencement of a winding up or liquidation. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Post-Effective Amendment and the issuance of the Common Shares by the Company pursuant to the Plan and is not to be relied upon in respect of any other matter.
On the basis of, and subject to, the foregoing, we are of the opinion that:
| 1. | The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda). |
-2-
| 2. | When issued and paid for in accordance with the terms of the Plan, the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such Common Shares). |
| 3. | The Company has all requisite corporate power and authority to perform its obligations under the Plan. The performance of the Plan by the Company has been duly authorized by all necessary corporate action on the part of the Company. |
We consent to the filing of this opinion as an exhibit to the Post-Effective Amendment. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations promulgated thereunder.
| Yours faithfully, |
| /s/ Conyers Dill & Pearman |
| CONYERS DILL & PEARMAN |
-3-
Exhibit 5.2
Signet Jewelers Limited
Clarendon House, 2 Church Street
Hamilton HM11, Bermuda
Ladies and Gentlemen:
We have acted as counsel to Signet Jewelers Limited, a Bermuda corporation (the “Registrant”), as successor issuer to Signet Group plc, a company incorporated in England and Wales (the “Predecessor Registrant”), in connection with the preparation and filing with the Securities and Exchange Commission of the Registrant’s Post-Effective Amendment No. 1 to a Registration Statement on Form S-8 (SEC Registration No. 333-9634) (the “Post-Effective Amendment”), under the Securities Act of 1933, as amended, relating to the registration of an indeterminate number of interests in the Signet Group plc Employee Stock Savings Plan, as assumed by the Registrant (the “Plan”).
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Post-Effective Amendment, the Plan and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Registrant, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Registrant. We have also assumed (i) the valid existence of the Registrant, (ii) that Registrant has the requisite corporate power and authority to enter into and perform the Plan, (iii) the due authorization of the Plan by the Registrant, (iv) that the choice of law provision of the Plan is valid, binding and enforceable, and (v) the legal capacity of, and participation by, eligible employees in the Plan.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Plan constitutes the legal, valid and binding obligation of the Registrant, enforceable against it in accordance with the its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
The opinion expressed herein is limited to the laws of the State of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the use of this letter as an exhibit to the Post-Effective Amendment.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-9634) of Signet Jewelers Limited (successor registrant to Signet Group plc) of our reports dated April 9, 2008, with respect to the consolidated balance sheets of Signet Group plc and subsidiaries as of February 2, 2008 and February 3, 2007, and the related consolidated income statements, consolidated statements of recognised income and expense and consolidated statements of cash flows for the 52 weeks ended February 2, 2008, the 53 weeks ended February 3, 2007 and the 52 weeks ended January 28, 2006, and the effectiveness of internal control over financial reporting as of February 2, 2008, which appear in the Signet Group plc Annual Report on Form 20-F for the 52 weeks ended February 2, 2008.
| /s/ KPMG Audit Plc |
| KPMG Audit Plc |
| London, United Kingdom |
| September 10, 2008 |
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, on September 11, 2008, Signet Group plc (the “ Predecessor Registrant ”) completed a reorganization (the “ Reorganization ”) of its corporate structure through a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 of England and Wales, resulting in the formation of a new holding parent company, Signet Jewelers Limited, a Bermuda company (the “ Company ”);
WHEREAS, the Company proposes to file with the Securities and Exchange Commission (the “ Commission ”), under the provisions of the US Securities Act of 1933, as amended (the “ Securities Act ”), (i) a post-effective amendment to the registration statement on Form S-8 (No. 333-134192) filed by the Predecessor Registrant with the Commission on May 17, 2006; (ii) a post-effective amendment to the registration statement on Form S-8 (No. 333-12304) filed by the Predecessor Registrant with the Commission on July 17, 2000; (iii) a post-effective amendment to the registration statement on Form S-8 (No. 333-9634) filed by the Predecessor Registrant with the Commission on November 13, 1998; and (iv) a post-effective amendment to the registration statement on Form S-8 (No. 333-8964) filed by the Predecessor Registrant with the Commission on June 17, 1998, (collectively, the “ Existing Registration Statements ”) pursuant to Rule 414 of the Securities Act, as the successor issuer to the Predecessor Registrant following the Reorganization, to adopt each of the Existing Registration Statements as its own for all purposes of the Securities Act and the Securities Exchange Act of 1934;
WHEREAS, the Company proposes to file with the Commission, under the provisions of the Securities Act, a registration statement on Form S-8 (the “ New Registration Statement ”) to register the following plans:
| • |
Signet Jewelers Limited Long-Term Incentive Plan 2008; |
| • |
Signet Jewelers Limited US Employee Stock Savings Plan (and interests in the US Employee Stock Savings Plan, if registration of such interests is required); |
| • |
Signet Jewelers Limited Rules of the Sharesave Scheme (and interests in the Rules of the Sharesave Scheme, if registration of such interests is required); |
| • |
Signet Jewelers Limited Rules of the Irish Sharesave Scheme (and interests in the Rules of the Irish Sharesave Scheme, if registration of such interests is required); |
| • |
Signet Jewelers Limited US Stock Option Plan 2008; |
| • |
Signet Jewelers Limited International Share Option Plan 2008; |
| • |
Signet Jewelers Limited UK Approved Share Option Plan 2008; |
| • |
Signet Group plc Sharesave Scheme (for UK Employees) (and interests in the Sharesave Scheme (for UK Employees), if registration of such interests is required); |
| • |
Signet Group plc Sharesave Scheme (Republic of Ireland) (and interests in the Sharesave Scheme (Republic of Ireland), if registration of such interests is required); |
| • |
Signet Group plc International Share Option Plan 2003; and |
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Signet Group plc UK Inland Revenue Approved Share Option Plan 2003. |
WHEREAS, each of the undersigned is a director and/or officer and/or authorized representative in the United States of the Company, as indicated by his signature;
NOW, THEREFORE, each person whose signature appears below constitutes and appoints Terry Burman and Walker Boyd, and each of them, as 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 the Existing Registration Statements and the New Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting to said attorneys-in-fact and agents, and each of them, 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 said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.
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IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated below:
|
Signature |
Title |
Date |
||
|
/s/ Terry Burman |
Group Chief Executive and Director (principal executive officer and authorized representative in the United States) | September 2, 2008 | ||
| Terry Burman | ||||
|
/s/ Walker Boyd |
Group Finance Director and Director (principal financial officer and principal accounting officer) | September 2, 2008 | ||
| Walker Boyd | ||||
|
/s/ Malcolm Williamson |
Chairman of the Board of Directors | September 2, 2008 | ||
| Sir Malcolm Williamson | ||||
|
/s/ Mark Light |
US Chief Executive and Director | September 2, 2008 | ||
| Mark Light | ||||
|
/s/ Robert Blanchard |
Director | September 2, 2008 | ||
| Robert Blanchard | ||||
|
/s/ Dale Hilpert |
Director | September 2, 2008 | ||
| Dale W. Hilpert | ||||
|
/s/ Russell Walls |
Director | September 2, 2008 | ||
| Russell Walls | ||||
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Exhibit 99.1
SIGNET GROUP PLC
EMPLOYEE STOCK SAVINGS PLAN
GENERAL
Signet Group plc (“ Company ”) has adopted the Signet Group plc Employee Stock Savings Plan (“ Plan ”) to provide eligible employees with the opportunity to accumulate savings through payroll deductions and to apply such savings to the purchase of shares of common stock (“ Shares ”) underlying American Depositary Shares (“ ADSs ”) of the Company. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the United States Internal Revenue Code of 1986, as amended (“ Code ”).
ELIGIBILITY
You will be eligible to participate in the Plan if:
| - | you have been continuously employed with any of the companies within the Signet group which have been designated participating companies by the Company for the purposes of the Plan for at least twelve months (or for such other minimum period of time not exceeding two years as may be designated by the Company), and |
| - | you have worked at least 1,000 hours during the preceding twelve months; and |
| - | immediately after an option is granted to you under the Plan and assuming all of your outstanding options were exercised, you would not own (as determined pursuant to Section 424(d) of the Code), Shares and ADSs possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any parent or subsidiary thereof. |
SAVINGS CONTRACT
If you are an eligible employee, you may participate in the Plan by entering into a Savings Contract in the manner and in the form provided by the Company. Under each Savings Contract, you will agree to have amounts withheld from your salary for a period of 27 months or such lesser period permitted by the Company, subject to any limits established by the Board of Directors of the Company (“ Board ”) on the amount of savings permitted under the Plan. Initially, any participant’s savings under the Plan may not be less than $10 or more than $400 for any month.
The Company will designate eligibility periods during which eligible employees may elect to enter into a Savings Contract. These eligibility periods ordinarily relate to periods following the announcement of the Company’s financial results during which the Company is permitted to grant options with respect to Shares.
Participants may be permitted to enter into more than one Savings Contract at any time; provided, however, that the accumulated savings under any Savings Contract may not be carried over and credited to another Savings Contract and the aggregate accumulated savings under all Savings Contracts may not exceed the limits on savings in effect from time to time. Interest may be credited on amounts withheld under the Plan, as determined by the Company.
You may cancel and withdraw the accumulated savings under any of your Savings Contracts at any time. However, if you cancel Savings Contract prior to the end of its term, you will forfeit the opportunity to purchase ADSs under the option relating to such contract unless such cancellation is by reason of your death, disability, retirement after attaining age 60 or involuntary termination of employment by the Company without cause.
GRANT OF OPTIONS
You will be granted with respect to each Savings Contract one option to acquire ADSs at the end of the term of such contract. Each option represents a right to purchase the largest number of ADSs, determined as of the date of grant, that could be bought with the accumulated savings (excluding interest, if any), under a Savings Contract at the exercise price per Share with respect to such option. The option will be granted as of the first business day of any period during which savings may accrue and be accumulated under a Savings Contract (“ Date of Grant ”). The term of an option will not exceed 27 months.
EXERCISE PRICE AND INDIVIDUAL LIMITS
The exercise price per Share under an option will be determined by the Board, but will not be less than 85 per cent of the fair market value of a Share as of the Date of Grant of such option. The fair market value of a Share on any date will be the mid-market closing price of a Share, as derived from the London Stock Exchange Daily Official List at such date, based upon the exchange rate between United States dollars and United Kingdom currency applicable on that date. The exercise price will be expressed in United States dollars per ADS and will be adjusted to reflect any changes in the ratio of Shares to ADSs from the Date of Grant of the option to the date of exercise of the option.
No employee may be granted an option that permits his or her rights to acquire ADSs under the Plan and all other employee stock purchase plans qualifying for Section 423 treatment established by the Company or its subsidiaries to accrue at a rate that exceeds US$25,000 in fair market value of such ADSs (determined at the Date of Grant) for each calendar year.
LIMITS ON THE ISSUE OF SHARES UNDER THE PLAN
The Plan, together with the Signet Group plc Sharesave Scheme (“ Sharesave Scheme ”), are subject to the following overall limits on the total number of Shares (or ADSs represented thereby) which may be acquired thereunder:
| (a) | as of any date within any period of five years, not more than 5% of the ordinary share capital of the Company issued immediately prior to such date may in aggregate be issued or issuable pursuant to rights acquired under the Plan, Sharesave Scheme and any other employee share schemes adopted by the Company; and |
| (b) | as of any date within any period of ten years, not more than 10% of the ordinary share capital of the Company issued immediately prior to such date may in the aggregate be issued or issuable pursuant to rights acquired under the Plan, Sharesave Scheme and any other employee share schemes adopted by the Company. For purposes of the foregoing limits, Shares (or ADSs represented thereby) subject to options which have lapsed are not taken into account. |
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In the event the total number of Shares (or ADSs represented thereby) purchased or to be purchased under the Plan and the Sharesave Scheme exceeds the overall limits, the Company reserves the right in its sole discretion to reduce the amount of savings under each Savings Contract and thereby correspondingly reduce the number of ADSs to be acquired under the Plan. The Company may reduce the amount of savings under Savings Contracts in any manner that the Company determines in its sole discretion is equitable; provided, however, that the Company shall reduce the amount of savings under Savings Contracts in the most recent eligibility period prior to reducing the Savings Contracts previously entered into in any prior eligibility period. The Company reserves the right to apply a different method of reduction under the Sharesave Scheme than the Plan and to reduce the number of Shares to be issued under the Sharesave Scheme in a disproportionate manner from the number of Shares (or the ADSs represented thereby) to be issued under the Plan.
In addition, the number of Shares underlying ADSs issuable under options granted under the Plan shall not exceed 10% of the ordinary share capital of the Company issued as of the date of adoption of the Plan.
EXERCISE OF OPTIONS
You may elect to exercise, by written notice in the manner designated by the Company, any option at the end of the term of your Savings Contract to which such option relates prior to the expiration of such option. You or your beneficiary or estate may also exercise any of your options within 90 days after any of the following events prior to the expiration of your options: your death, disability (as determined for purposes of the Company’s long-term disability plan), retirement after attaining age 60 or involuntary termination of employment by the Company without cause.
If you do not elect to exercise an option prior to its cancellation, the Company will treat such option as having been exercised if the fair market value of the Shares underlying the ADSs under an option exceeds the accumulated savings (excluding interest) under the applicable Savings Contract. If the fair market value of the Shares underlying the ADSs under an option does not exceed the accumulated savings (excluding interest) under the applicable Savings Contract, the accumulated savings and any interest thereon under such Savings Contract will be paid to you by the Company. Upon your exercise of any option, ADSs will either be issued in your name or deposited in an individual account in your name, as permitted by the Company. If the Company establishes an individual account in your name, you will be responsible for all charges and expenses relating to such account.
ADSs may be registered in the name of the participant, or, if he or she so designates, in his or her name jointly with his or her spouse, with a right of survivorship.
CHANGE IN CONTROL OF THE COMPANY
In the event options granted under the Sharesave Scheme become exercisable prior to the end of the term of any applicable Savings Contract in accordance with Rule 7 of the Rules of the Sharesave Scheme, options under the Plan will concurrently become exercisable in the same manner and
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subject to the same limitations as the options under the Sharesave Scheme to the extent consistent with and not in derogation of the rules applicable to the Plan pursuant to Section 423 of the Code and other applicable law.
WITHDRAWALS
You may withdraw at any time from the Plan by written notice to the Company, and your participation therein will be effective as of the next payroll period. The Company may assess a penalty against you in connection with any withdrawal from the Plan prior to the expiration of the applicable Savings Contract.
Upon your withdrawal from the Plan for any reason, the Company shall deliver the accumulated savings and any interest thereon under your Savings Contracts unless you are entitled to exercise any options pursuant to the terms of the Plan.
DESIGNATION OF BENEFICIARY
You may, by written notice to the Company, designate a person or persons to receive the benefit payable on your death under this Plan. You may, by written notice to the Company during employment, alter or revoke such designation from time to time, subject always to the provisions of any law governing the designation of beneficiaries from time to time. Such written notice shall be in such form and shall be executed in such manner as the Company in its discretion may from time to time determine. If you have not designated a beneficiary or the person designated by you should not be living, any benefit that may be payable on or after your death shall be paid to your estate.
ADJUSTMENT OF SHARES
Notwithstanding any other provision contained herein, in the event of any change in the Shares by reason of any merger, consolidation, reorganisation, recapitalisation, stock dividend, stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or other like change in capital structure of the Company, an equitable adjustment shall be made to each outstanding option such that each such option shall thereafter pertain to an equivalent number of Shares after such change as before such change, or at the sole discretion of the Company, provide for such securities, cash and/or other property as would have been received in respect of the Shares subject to such option had such option been exercised in full immediately prior to such change, and such an adjustment shall be made successively each time any such change shall occur. In addition, in the event of any such change, the Company shall make any further adjustment to the number of Shares and exercise price per Share subject to outstanding options as shall be equitable to prevent dilution or enlargement of rights under such options and the determination of the Company as to these matters shall be conclusive, final and binding on all participants and other persons.
ADMINISTRATION
Except as otherwise set forth in the Plan, the Company has the power and authority to take any and all actions necessary or desirable to effect the purposes of and administer the Plan. The Company may delegate any of its duties and responsibilities; subject, however, to any limits that the Board may establish in its discretion with respect to the Plan. The Company shall establish rules for the
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administration of the Plan and shall interpret the terms of the Plan in its good faith/discretion. Any determinations made by the Company with respect to the Plan shall be final, binding and enforceable with respect to all persons.
The Plan shall be governed by, and construed in accordance with, the laws of the State of New York and without regard to the conflicts of laws principles of such state.
TERM
The Plan will remain in effect until the first to occur of: (i) its termination by the Board, or (ii) the expiry of ten years from the date of adoption of the Plan.
COMPLIANCE WITH APPLICABLE LAWS
The Company may delay (i) the issuance of any certificate in the name of a participant or beneficiary, or (ii) the delivery of ADSs to any participant or beneficiary, in either case, if it determines that the registration or qualification of such ADSs (or the Shares represented thereby) under any federal or state securities laws, or the consent or approval of any federal or state governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the sale or purchase of ADSs under the Plan, until such listing, registration, qualification, consent or approval shall have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.
WITHHOLDING OF TAXES
The Company may withhold from amounts to be paid to any participant under the Plan or as wages, any applicable United States Federal, state, local or other withholding or other taxes which it is from time to time required by law to withhold on account of the Plan.
AMENDMENT AND TERMINATION
The Board of Directors of the Company may at any time terminate or amend the Plan in any respect; provided, however, that prior approval of the shareholders of the Company is required for any amendment which is beneficial in any material respect to participants in the Plan (other than amendments which are minor in nature and made to benefit the administration of the Plan, amendments necessary for the Plan to comply with the requirements of Section 423 of the Code or to take account of any existing or proposed legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for the Company, any of its subsidiaries or for participants). Upon termination of the Plan, the accumulated savings, if any, remaining in the accounts of the participants, shall be used to purchase ADSs under all outstanding options as if the Plan were terminated at the end of the term of a Savings Contract and any remaining accumulated savings and interest thereon shall be refunded in cash to them, unless the Board determines otherwise.
MISCELLANEOUS
A participant’s right to purchase ADSs under the Plan are exercisable, during his or her lifetime, only by such individual and may not be pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution. Any attempt to pledge, assign or transfer such rights shall be
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void and shall automatically cause any purchase rights held by the participant to be terminated. In such event, the Company shall refund in cash, without interest, all amounts credited to the Account of such participant.
Nothing in the Plan nor in any instrument executed pursuant to it will confer upon any person any right to continue in the employment of the Company or any of its affiliates, or will affect the right of the Company or any of its affiliates to terminate the employment of any person without liability (other than for amounts payable under the Plan) at any time with or without cause, or will impose upon the Company, any of its affiliates or the Board, or their respective agents and employees any liability whatsoever (whether in contract, tort or otherwise) in connection with: (i) the lapsing of any option pursuant to the Plan, (ii) the failure or refusal to exercise any discretion under the Plan and/or (iii) a participant ceasing to be a person who has the status or relationship of an employee or director with the Company or any of its affiliates for any reason whatsoever as a result of the termination of the employment relationship with the Company or any of its affiliates.
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