S-8 POS 1 y54792p1sv8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 S-8 POS
 

As filed with the Securities and Exchange Commission on April 17, 2008.
Registration No. 333-105280
 
 
 
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
 
THOMSON REUTERS CORPORATION
(Exact name of registrant as specified in its charter)
     
Ontario   98-0176673
(State or other jurisdiction of incorporation   (I.R.S. Employer Identification No.)
or organization)    
 
3 Times Square
New York, New York 10036, United States
(646) 223-4000
(Address of principal executive offices and zip code)
 
The Thomson 401(k) Savings Plan
(Full title of the plan)
 
Thomson Holdings Inc.
Attn: Deirdre Stanley, Executive Vice President and General Counsel
3 Times Square
New York, New York 10036, United States
(Name and address of agent for service)
(646) 223-4000
(Telephone number, including area code, of agent for service)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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 þ    Accelerated filer o    Non-accelerated filer   o
(Do not check if a smaller reporting company)		   Smaller reporting company o 
 
 

 

 

EXPLANATORY NOTE
          This Post-Effective Amendment No. 1 to Thomson Reuters Corporation’s (“Thomson Reuters”) Registration Statement on Form S-8 (File No. 333-105280 (the “Registration Statement”)), is filed by Thomson Reuters to deregister certain of its common shares, no par value (“Common Shares”), and interests therein, that were registered for issuance pursuant to The Thomson 401(k) Savings Plan (the “Plan”). The Registration Statement previously registered 9,000,000 Common Shares issuable pursuant to the Plan, plus an indeterminate amount of interests that may be offered or sold pursuant to the Plan. On April 15, 2008, the Board of Directors of Thomson Holdings Inc., which acts as plan administrator and sponsor to the Plan, determined that Common Shares required for the Plan shall no longer be newly issued by Thomson Reuters effective April 17, 2008, but rather will be purchased in the open-market by a designated trustee to the Plan. By filing this Post-Effective Amendment No. 1 to the Registration Statement, Thomson Reuters hereby deregisters all securities that were previously registered and have not been sold or otherwise issued as of the date of filing of this Post-Effective Amendment No. 1.

 

 

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 its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 17th day of April 2008.
         
  THOMSON REUTERS CORPORATION
 		  
  By:   /s/ Deirdre Stanley    
    Name:   Deirdre Stanley   
    Title:   Executive Vice President and General Counsel   
 
          Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on this 17th day of April 2008:
     
Signature   Title
 
    
/s/ Thomas H. Glocer
 
Thomas H. Glocer
  Chief Executive Officer and Director (principal executive officer)
 
    
/s/ Robert D. Daleo
 
Robert D. Daleo
  Executive Vice President and Chief Financial Officer (principal financial officer)
 
    
/s/ Linda J. Walker 
  Senior Vice President, Controller and Chief Accounting Officer (principal accounting officer)
 
Linda J. Walker
   
 
    
* /s/ David Thomson
  Chairman of the Board of Directors
 
David Thomson
   
 
    
* /s/ W. Geoffrey Beattie
  Deputy Chairman of the Board of Directors
 
W. Geoffrey Beattie
   
 
    
 
  Deputy Chairman of the Board of Directors
 
Niall FitzGerald
   
 
    
 
  Director
 
Mary Cirillo
   
 
    
* /s/ Steven A. Denning
  Director
 
Steven A. Denning
   

 

 

     
Signature   Title
 
    
 
  Director
 
Lawton Fitt
   
 
    
* /s/ Roger L. Martin
  Director
 
Roger L. Martin
   
 
    
 
  Director
 
Sir Deryck Maughan
   
 
    
 
  Director
 
Kenneth Olisa
   
 
    
 
  Director
 
Richard L. Olver
   
 
    
* /s/ Vance K. Opperman
  Director
 
Vance K. Opperman
   
 
    
* /s/ John M. Thompson
  Director
 
John M. Thompson
   
 
    
* /s/ Peter J. Thomson
  Director
 
Peter J. Thomson
   
 
    
* /s/ John A. Tory
  Director
 
John A. Tory
   
         
*By:
   /s/ Deirdre Stanley     
 
 
 
Name: Deirdre Stanley 		   
 
  Title: Attorney-in-fact    

 

 

THE PLAN
     Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator 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 New York, State of New York, on this 17th day of April 2008.
         
  THE THOMSON 401(k) SAVINGS PLAN
 		  
  By:   /s/ John J. Raffaeli, Jr.    
    Name:   John J. Raffaeli, Jr.   
    Title:   Senior Vice President, Human Resources, Thomson Reuters Corporation and Member of the Administrative Committee (Plan Administrator) for The Thomson 401(k) 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 Thomson Reuters Corporation in the United States, on this 17th day of April 2008.
         
  THOMSON HOLDINGS INC.
 		  
  By:   /s/ Deirdre Stanley   
    Name:   Deirdre Stanley   
    Title:   Executive Vice President and General Counsel