As filed with the Securities and Exchange Commission on August 19, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JAMES HARDIE INDUSTRIES plc
(Exact name of registrant as specified in its charter)
| Ireland | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification Number) |
Europa House
Second Floor, Harcourt Centre
Harcourt Street, Dublin 2
Ireland
(Address of Principal Executive Offices)
Amended and Restated James Hardie Industries plc Long Term Incentive Plan 2006
(Full title of the Plan)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(Name and address of agent for service)
(212) 894-8940
Telephone number, including area code, of agent for service
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. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of shares to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share/obligation |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
| Common Stock, par value EUR 0.59 per share, to be issued under the LTIP |
5,000,000 shares | $13.385(2) | $66,925,000(2) | $7,776.69 | ||||
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| (1) | Represents an additional 5,000,000 shares of common stock, par value EUR 0.59 per share (the “Common Stock”) of James Hardie Industries plc (the “Registrant”) available for future issuance in accordance with the James Hardie Industries plc Long Term Incentive Plan 2006, as amended (the “LTIP”); and, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), such indeterminate number of other rights to acquire additional shares of Common Stock as may be granted pursuant to the LTIP to prevent dilution resulting from stock splits, stock dividends or similar transactions. CHESS Units of Foreign Securities (“CUFS”) issuable upon deposit of one (1) share of Common Stock and American Depositary Shares evidenced by American Depositary Receipts (“ADRs”) issuable upon deposit of five (5) CUFS have been registered under a separate registration statement on Form F-6 (File No 333-198928) filed on Sept. 25, 2014. |
| (2) | Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rules 457(c) and (h) under the Securities Act based on one-fifth of the average of the high and low reported prices of the Registrant’s ADRs on the New York Stock Exchange on August 17, 2015. Each ADR is equal to five (5) shares of Common Stock and one-fifth of the average of the high and low reported price for one ADR was $13.385 on August 17, 2015. |
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EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 5,000,000 shares of the Common Stock of the Registrant, which may be issued pursuant to awards under the LTIP. In accordance with General Instruction E to Form S-8, the Registrant hereby incorporates herein by reference the Forms S-8 filed by the Registrant with respect to the LTIP on September 11, 2008 (SEC File No. 333-153446), August 21, 2009 (SEC File No. 333-161482), August 12, 2013 (SEC File No. 333-190551) and August 15, 2014 (SEC File No. 333-198169), and the Post-Effective Amendments to certain of the foregoing Forms S-8 filed by the Registrant on February 22, 2010 (SEC File No. 333-161482) and June 17, 2010 (SEC File No. 333-161482) and together with all exhibits filed therewith or incorporated therein by reference.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits |
| Exhibit |
Description | |
| 4.1 | Amended Memorandum and Articles of Association of James Hardie Industries plc (incorporated by reference to Exhibit 99.9 to our filing on Form 6-K filed on August 17, 2015) | |
| 4.2 | James Hardie Industries plc Long Term Incentive Plan 2006, as amended (incorporated by reference to Exhibit 99.10 to our filing on Form 6-K filed on August 17, 2015) | |
| 5.1 | Opinion of Arthur Cox | |
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |
| 23.2 | Consent of Arthur Cox (contained in its opinion filed as Exhibit 5.1 hereto) | |
| 24.1 | Power of Attorney (contained on the signature pages of this Registration Statement) | |
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SIGNATURES
Pursuant to the requirements of the Securities Act, James Hardie Industries plc 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 Dublin, Ireland on this 19th day of August, 2015.
| JAMES HARDIE INDUSTRIES plc | ||
| By: | /s/ Matthew Marsh | |
| Matthew Marsh, Chief Financial Officer | ||
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below hereby appoints Matthew Marsh his true and lawful attorney-in-fact with Mr. Marsh having the authority to execute in the name of each such person, and to file with the Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this Registration Statement necessary or advisable to enable the Registrant to comply with the Securities Act, and any rules, regulations and requirements of the Commission in respect thereof, which amendments may make such other changes in the Registration Statement as the aforesaid attorney-in-fact executing the same deems appropriate. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Louis Gries | Director and Chief Executive Officer | August 19, 2015 | ||
| Louis Gries | (Principal Executive Officer) | |||
| /s/ Matthew Marsh | Chief Financial Officer | August 19, 2015 | ||
| Matthew Marsh | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Michael N. Hammes | Chairman of the Board | August 19, 2015 | ||
| Michael N. Hammes | ||||
| /s/ Donald McGauchie | Deputy Chairman of the Board | August 19, 2015 | ||
| Donald McGauchie | ||||
| /s/ Brian Anderson | Director | August 19, 2015 | ||
| Brian Anderson | ||||
| /s/ Russell Chenu | Director | August 19, 2015 | ||
| Russell Chenu | ||||
| /s/ Andrea Gisle Joosen | Director | August 19, 2015 | ||
| Andrea Gisle Joosen | ||||
| /s/ David D. Harrison | Director | August 19, 2015 | ||
| David D. Harrison | ||||
| /s/ Alison Littley | Director | August 19, 2015 | ||
| Alison Littley | ||||
| /s/ James Osborne | Director | August 19, 2015 | ||
| James Osborne | ||||
| /s/ Rudolf van der Meer | Director | August 19, 2015 | ||
| Rudolf van der Meer | ||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 4.1 | Amended Memorandum and Articles of Association of James Hardie Industries plc (incorporated by reference to Exhibit 99.9 to our filing on Form 6-K filed on August 17, 2015) | |
| 4.2 | James Hardie Industries plc Long Term Incentive Plan 2006, as amended (incorporated by reference to Exhibit 99.10 to our filing on Form 6-K filed on August 17, 2015) | |
| 5.1 | Opinion of Arthur Cox | |
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |
| 23.2 | Consent of Arthur Cox (contained in its opinion filed as Exhibit 5.1 hereto) | |
| 24.1 | Power of Attorney (contained on the signature pages of this Registration Statement) | |
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