Post-effective Amendment to an S-8 Filing (s-8 Pos)
April 28 2022 - 3:40PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
April 28, 2022
Registration No. 333-149634
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
VODAFONE GROUP PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
England and Wales |
|
Not applicable |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
Vodafone House
The Connection
Newbury, Berkshire
RG14 2FN England
Tel. No.: 011-44-1635-33251
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Vodafone Global Incentive Plan 2014
(previously referred to as the Vodafone Global
Incentive Plan)
(Full title of the plans)
C T Corporation System
28 Liberty Street
New York, NY 10005
(212) 894-8940
(Name and address and telephone number of agent
for service)
Copies to:
Rosemary E.S. Martin
Vodafone Group Public Limited Company
Vodafone House
The Connection
Newbury, Berkshire, RG14 2FN
England
Tel. No.: 011-44-1635-33251 |
Michael Z. Bienenfeld
Linklaters LLP
One Silk Street
London EC2Y 8HQ
United Kingdom
Tel. No.: 011-44-20-7456-3660 |
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 x |
|
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. ¨
EXPLANATORY NOTE
On March 11, 2008, Vodafone Group Public Limited
Company (the “Registrant”) filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration
Statement No. 333-149634) (the “Registration Statement”) registering 30,000,000 of the Registrant’s ordinary shares
issuable in connection with the Vodafone Global Incentive Plan (the “Plan”). This Post-Effective Amendment No. 1 (the
“Post-Effective Amendment”) to the Registration Statement amends the Registration Statement to reflect the current title of
the Plan and files the Rules of the Plan, as in effect at the time of this Post-Effective Amendment. No additional securities
are being registered by this Post-Effective Amendment.
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit
No. |
|
Description of Document |
4.1 |
|
Rules of the Vodafone Global Incentive Plan 2014 (incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2019 (File No. 001-10086), filed with the Securities and Exchange Commission on June 7, 2019) |
24 |
|
Power of Attorney (included as part of the signature page) |
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
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, England, on April 28, 2022.
|
VODAFONE GROUP PUBLIC LIMITED COMPANY |
|
|
By: |
/s/ Rosemary E.S. Martin |
|
Name: |
Rosemary E.S. Martin |
|
Title: |
Group General Counsel and Company Secretary |
KNOW ALL PERSONS BY
THESE PRESENTS, that each person whose signature appears below severally constitutes and appoints each of Nick Read, Margherita Della
Valle and Rosemary Martin (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to do
any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of
1933 (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission (the “SEC”)
in connection with the registration under the Securities Act of the securities referred to herein (the “Securities”) and any
securities or Blue Sky law of any of the states of the United States of America in order to effect the registration or qualification (or
exemption therefrom) of the said Securities for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such
states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents
to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required
under such laws, including, specifically, but without limiting the generality of the foregoing, the power and authority to sign his or
her name in his or her capacity as an Officer, Director or Authorised Representative in the United States of America or in any other capacity
with respect to the Registration Statement and any registration statement in respect of the Securities that is to be effective upon filing
pursuant to Rule 462(b) and/or such other form or forms as may be appropriate to be filed with the SEC or under or in connection
with any Blue Sky laws or other securities laws of any state of the United States of America or with such other regulatory bodies and
agencies as any of them may deem appropriate in respect of the Securities, and with respect to any and all amendments, including post-effective
amendments, to the Registration Statement and to any and all instruments and documents filed as part of or in connection with the Registration
Statement.
Pursuant to the requirements of the
Securities Act, this Post-Effective Amendment No.1 to the Registration Statement has been signed by the following persons, in the capacities
indicated, on April 28, 2022.
By: |
/s/ Jean-François van Boxmeer
Jean-François van Boxmeer
Chairman |
|
By: |
/s/ Nick Read
Nick Read
Executive Director and Chief Executive |
By: |
/s/ Margherita Della Valle
Margherita Della Valle
Executive Director and Group Chief Financial
Officer |
|
By: |
/s/ Valerie Gooding
Valerie Gooding
Senior Independent Director |
By: |
/s/ Sir Crispin Davis
Sir Crispin Davis
Non-executive Director |
|
By: |
/s/ Michel Demaré
Michel Demaré
Non-executive Director |
By: |
Dame Clara Furse
Non-executive Director |
|
By: |
/s/ Maria Amparo Moraleda Martinez
Maria Amparo Moraleda Martinez
Non-executive Director |
By: |
David Nish
Non-executive Director |
|
By: |
Deborah Kerr
Non-executive Director |
PUGLISI & ASSOCIATES
Authorised Representative in
the United States of America |
|
|
|
By: |
/s/ Donald J. Puglisi
Donald J. Puglisi
Managing Director |
|
|
|
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