As filed with the Securities and Exchange Commission on September 12, 2024
Registration No. 333-
| UNITED STATES | ||||||||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||
| Washington, D.C. 20549 | ||||||||||||||
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ||||||||||||||
SIGNET JEWELERS LIMITED (Exact name of registrant as specified in its charter) | ||||||||||||||
| Bermuda | Not Applicable | |||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
Clarendon House, 2 Church Street Hamilton HM11, Bermuda (441) 296 5872 (Address of Principal Executive Offices) | ||||||||||||||
Signet Jewelers Limited 2018 Omnibus Incentive Plan (Full title of the plan) | ||||||||||||||
Virginia C. Drosos 375 Ghent Road Akron, Ohio 44333 (Name and address of agent for service) | ||||||||||||||
(330) 668-5000 (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, 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.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| Emerging growth company | ☐ | |||||||||||||
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. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (the “Registration Statement”) of Signet Jewelers Limited (the “Company” or the “Registrant”) is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, to register 900,000 additional shares of the Company’s common stock, $0.18 par value per share (the “Common Stock”), under the Second Amended and Restated 2018 Omnibus Incentive Plan. This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on June 15, 2018 (Registration No. 333-225653) and July 1, 2020 (Registration No. 333-239582), to the extent not superseded hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated herein by reference:
(1) The Registrant’s Annual Report on Form 10-K filed with the Commission on March 21, 2024 (File No. 001-32349);
(2) The Registrant’s Quarterly Reports on Form 10-Q filed with the Commission on June 13, 2024 (File No. 001-32349) and September 12, 2024 (File No. 001-32349); and
(3) The Registrant’s Current Reports on Form 8-K filed with the Commission on February 28, 2024, March 20, 2024, April 3, 2024 (other than Items 7.01 and 9.01 contained therein, which have been furnished, but not filed, with the Commission), July 2, 2024 and August 27, 2024.
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, 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; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
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 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 8. Exhibits.
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
| 5.1* | ||||||||
| 10.1 | ||||||||
| 23.1* | ||||||||
| 23.2* | ||||||||
| 24.1* | ||||||||
| 107* | ||||||||
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Signet Jewelers Limited in the United States, on this 12th day of September 2024.
| SIGNET JEWELERS LIMITED | |||||
| By: | /s/ Virginia C. Drosos | ||||
| Name: | Virginia C. Drosos | ||||
| Title: | Chief Executive Officer | ||||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Virginia C. Drosos, Joan M. Hilson and Stash Ptak, or any of them, each acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, 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 he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 | ||||||||||||
| /s/ Virginia C. Drosos | Chief Executive Officer and Director (Principal Executive Officer) | September 12, 2024 | ||||||||||||
| Virginia C. Drosos | ||||||||||||||
| /s/ Joan M. Hilson | Chief Financial, Strategy & Services Officer (Principal Financial Officer) | September 12, 2024 | ||||||||||||
| Joan M. Hilson | ||||||||||||||
| /s/ Vincent Ciccolini | Senior Vice President Finance & Chief Accounting Officer (Principal Accounting Officer) | September 12, 2024 | ||||||||||||
| Vincent Ciccolini | ||||||||||||||
| /s/ Helen McCluskey | Chair of the Board | September 12, 2024 | ||||||||||||
| Helen McCluskey | ||||||||||||||
| /s/ André V. Branch | Director | September 12, 2024 | ||||||||||||
| André V. Branch | ||||||||||||||
| /s/ Sandra B. Cochran | Director | September 12, 2024 | ||||||||||||
| Sandra B. Cochran | ||||||||||||||
| /s/ R. Mark Graf | Director | September 12, 2024 | ||||||||||||
| R. Mark Graf | ||||||||||||||
| /s/ Zackery Hicks | Director | September 12, 2024 | ||||||||||||
| Zackery Hicks | ||||||||||||||
| /s/ Sharon L. McCollam | Director | September 12, 2024 | ||||||||||||
| Sharon L. McCollam | ||||||||||||||
| /s/ Nancy A. Reardon | Director | September 12, 2024 | ||||||||||||
| Nancy A. Reardon | ||||||||||||||
| /s/ Jonathan Seiffer | Director | September 12, 2024 | ||||||||||||
| Jonathan Seiffer | ||||||||||||||
| /s/ Brian Tilzer | Director | September 12, 2024 | ||||||||||||
| Brian Tilzer | ||||||||||||||
| /s/ Eugenia Ulasewicz | Director | September 12, 2024 | ||||||||||||
| Eugenia Ulasewicz | ||||||||||||||
/s/ Dontá L. Wilson | Director | September 12, 2024 | ||||||||||||
Dontá L. Wilson | ||||||||||||||