Securities Registration: Employee Benefit Plan (s-8)
March 03 2021 - 4:06PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on March 3, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Venator Materials PLC
(Exact name of registrant as specified in
its charter)
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England and Wales
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98-1373159
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(State or other jurisdiction
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(IRS Employer Identification No.)
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of incorporation or organization)
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Titanium House,
Hanzard Drive, Wynyard Park,
Stockton-On-Tees, TS22 5FD, United Kingdom
(Address of principal executive offices,
including zip code)
Venator Materials
2017 Stock Incentive Plan
(Full title of the plan)
Russ R. Stolle
Executive Vice President, General Counsel
and Chief Compliance Officer
Titanium House, Hanzard Drive, Wynyard
Park,
Stockton-On-Tees, TS22 5FD, United Kingdom
+44 (0) 1740 608 001
(Name, address and telephone number of agent
for service)
Copies to:
Craig M. Garner
Latham & Watkins LLP
12670 High Bluff Drive
San Diego, CA 92130
(858) 523-5400
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company ¨
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Emerging growth company ¨
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Ordinary Shares, $0.001 par value per share
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5,000,000 shares(2)
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$3.97(3)
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$19,850,000
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$2,166
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(1)
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Pursuant to Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional ordinary shares, $0.001 par value per share (“Ordinary Shares”) of Venator Materials PLC (the “Registrant”), which may become issuable under the Venator Materials 2017 Stock Incentive Plan (the “2017 Plan”) by reason of any share split, share dividend, recapitalization or other similar transaction.
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(2)
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Represents an additional 5,000,000 Ordinary Shares that became available for issuance pursuant to an amendment and restatement of the 2017 Plan approved by the Registrant’s shareholders on June 18, 2020.
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(3)
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Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Ordinary Shares as reported on the New York Stock Exchange on March 1, 2021.
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EXPLANATORY NOTE
This Registration Statement on Form S-8
is being filed for the purpose of registering an additional 5,000,000 Ordinary Shares for issuance under the 2017 Plan. In accordance
with Instruction E to Form S-8, the contents of previously filed Form S-8 Registration Statement No. 333-219982
relating to Ordinary Shares issuable pursuant to the 2017 Plan are hereby incorporated by reference.
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 as specified by Rule 428(b)(1) of the
Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3
of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
In this Registration Statement, Venator
Materials PLC is sometimes referred to as “Registrant,” “we,” “us” or “our.”
Item 3. Incorporation of Documents by
Reference.
The Securities and Exchange Commission (“SEC”)
allows us to “incorporate by reference” the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be part of this
Registration Statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate
by reference into this Registration Statement the following documents previously filed with the SEC:
(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 26, 2021;
(b) The
Registrant’s Current Reports on Form 8-K filed with the SEC on January 4, 2021 and February 11, 2021; and
(c) The description of the Registrant’s share capital set forth in the Registrant’s registration statement on Form 8-A filed with the SEC under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on August 1, 2017, including any amendments or reports filed for the purpose of updating such description.
In addition, all documents filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this registration
statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold
or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as
set forth therein. Any statement contained 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 other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in any subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Under no circumstances shall any information
furnished under Items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly
provides to the contrary.
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 has entered into indemnification
agreements with its directors and executive officers to indemnify them to the maximum extent allowed under applicable law. These
agreements indemnify these individuals against certain costs, charges, losses, liabilities, damages and expenses incurred by such
director or officer in the execution or discharge of his or her duties. These agreements do not indemnify the Registrant’s
directors against any liability attaching to such individuals in connection with any negligence, default, breach of duty or breach
of trust in relation to the company of which he or she is a director, which would be rendered void under the Companies Act 2006.
The U.K. specific restrictions apply to directors but not officers.
The Registrant maintains liability insurance
policies that indemnify the Registrant’s directors and officers against various liabilities, including certain liabilities
arising under the Securities Act and the Exchange Act, that may be incurred by them in their capacity as such.
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 SEC, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
+ Filed herewith
Item 9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement,
(i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to
reflect in the prospectus any facts or events arising after the effective date of 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 SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than 20% 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 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 this 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 SEC by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (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
SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, 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 the City of Wynyard, U.K., on March 3, 2021.
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VENATOR MATERIALS PLC
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By:
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/s/ Simon Turner
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Name:
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Simon Turner
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Title:
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President and Chief Executive Officer
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SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below
hereby constitutes and appoints Kurt D. Ogden and Stephen Ibbotson, jointly and severally, his or her attorneys-in-fact, each with
the full power of substitution, for him or her in any and all capacities, to sign this registration statement, and any amendments
thereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection
therewith, with the SEC, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has
been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
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Signature
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Title
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Date
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/s/ Simon Turner
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Chief Executive Officer, President and Director
(Principal Executive Officer)
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March 3, 2021
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Simon Turner
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/s/ Kurt D. Ogden
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer), and the Registrant’s Authorized Representative in the United States
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March 3, 2021
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Kurt D. Ogden
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/s/ Stephen Ibbotson
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Vice President and Corporate Controller
(Principal Accounting Officer)
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March 3, 2021
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Stephen Ibbotson
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/s/ Barry B. Siadat
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Director
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March 3, 2021
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Barry B. Siadat
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/s/ Aaron C. Davenport
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Director
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March 3, 2021
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Aaron C. Davenport
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/s/ Daniele Ferrari
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Director
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March 3, 2021
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Daniele Ferrari
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/s/ Peter R. Huntsman
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Director
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March 3, 2021
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Peter R. Huntsman
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/s/ Heike van Kerkhof
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Director
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March 3, 2021
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Heike van Kerkhof
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/s/ Vir Lakshman
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Director
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March 3, 2021
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Vir Lakshman
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/s/ Kathy D. Patrick
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Director
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March 3, 2021
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Kathy D. Patrick
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