UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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.

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. ☒

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428(b)(1).

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Commission on February 28, 2019 (Registration No. 001-38694);

(b) All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2018; and

(c) The description of the Registrant’s capital stock which is contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-38694), dated October 9, 2018, including any amendments or supplements thereto.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. 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contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

The following description of the deferred compensation obligations of the Company under the Plan is qualified in its entirety by reference to the Plan, which is sponsored by FMC Lithium USA Corp., a wholly owned subsidiary of the Company (“Plan Sponsor”), and included as Exhibit 4.3 to this Registration Statement.

Under the Plan, the Company provides a select group of management or highly compensated employees, who (i) earned at least $250,000 in one of the prior two years and are expected to earn at least $250,000 in the current year, (ii) are prohibited from receiving the total employer contribution under the Livent Savings and Investment Plan (the “Tax-Qualified Plan”) due to limitations imposed on the Tax-Qualified Plan by the Internal Revenue Code, as amended, or (iii) are otherwise selected by the Plan Sponsor (“Participants”), the opportunity to elect to defer up to 50% of their base compensation and up to 100% of their annual cash management incentive compensation. The portions of compensation deferred under such elections are referred to herein as the “Obligations”. If Participants elect to defer their compensation under the Plan, Participants are eligible for Company matching and other contributions (“Company Contributions”).

The Obligations are unsecured general obligations of the Company to pay the deferred compensation in the future in accordance with the terms of the Plan and rank equally with other unsecured and unsubordinated

indebtedness of the Company. The Company is not required to fund or otherwise segregate assets to be used for the payment of the Obligations. Notwithstanding the foregoing, the Company has established a grantor trust (the “Trust”) to hold assets to be used for payment of the Obligations. However, the assets of the Trust shall remain the assets of the Company subject to the claims of its general creditors. The Obligations shall be paid in cash (either in a lump sum or installments) on the first day of the calendar month following the earliest to occur of (i) the Participant’s death, (ii) a specified date elected by the Participant at the time of the deferral or (iii) the sixth calendar month after the date such Participant’s employment with the Company terminates. There is no trading market for the Obligations.

Compensation deferred by a Participant and Company Contributions are credited to an individual bookkeeping account for each Participant established by the Livent Employee Benefit Plan Committee (the “Committee”). Participant accounts shall be deemed to be invested in accordance with the investment alternatives the Participants select and the terms of the Plan. The investment alternatives are determined by the Committee and include a diversified group of mutual funds. In addition, there is a Company stock fund and an FMC Corporation stock fund, both of which are closed to new contributions. Each Participant account shall be adjusted for all earnings, expenses, gains or losses that would have been applicable with respect to the particular investment, as the case may be, deemed to be held in such account if the Company actually owned such investment.

A Participant’s rights to any amounts credited to his or her account shall not be grantable, transferable, pledgeable or otherwise assignable by the Participant and may only pass upon the Participant’s death pursuant to the terms of the Plan, pursuant to a beneficiary designation made by a Participant in accordance with the terms of the Plan or pursuant to the laws of inheritance. The Obligations are not subject to early redemptions, in whole or in part. The Obligations are not convertible into any other security of the Company. The Plan Sponsor reserves the right to amend or terminate the Plan; provided, however, that any such action shall not adversely affect the right of any Participant to receive any vested benefits already accrued in a Participant’s account.

The validity of the securities registered hereunder has been passed upon for the Company by Sara Ponessa. As of February 28, 2019, Sara Ponessa, General Counsel and Secretary of the Company, participated in the Plan and held $11,115.16 in securities under the Plan. In addition, as of February 28, 2019, Ms. Ponessa beneficially owned no outstanding shares of Common Stock, held 16,471 restricted stock units in respect of shares of Common Stock, and held options to purchase 53,334 shares of Common Stock.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Section 11 of the Registrant’s Amended and Restated Bylaws provides for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law. There is no pending litigation or proceeding involving a director or executive officer of the Registrant for which indemnification is sought.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from

which the director derived an improper personal benefit. The Registrant’s Amended and Restated Certificate of Incorporation provides for such limitation of liability.

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

The Registrant also holds additional liability insurance for its directors and officers to provide coverage, subject to certain exceptions, against non-indemnifiable loss from claims made against directors and officers in their capacity as such, including claims under the federal securities laws.

(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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this registration statement; and

(iii) To include any material information with respect to the Plans 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 the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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 provisions referenced in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission 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 hereunder, 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 of 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.

Pursuant to the requirements of the Securities Act, 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 Philadelphia, Commonwealth of Pennsylvania on the 1^st day of March, 2019.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Paul W. Graves, Gilberto Antoniazzi, Ronald Stark, Sara Ponessa and Andrea E. Utecht, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable Livent Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of one or more registration statements on Form S-8 under the Securities Act of 1933, as amended, including, specifically, but without limitation, power and authority to sign the name of the undersigned to any such registration statement, and any amendments to any such registration statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

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.

Delaware		82-4699376
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	2929 Walnut Street Philadelphia, Pennsylvania, 19104 215-299-6000
(Address of Principal Executive Offices, Including Zip Code)

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒ (Do not check if a smaller reporting company)	Smaller reporting company ☐

	Emerging growth company ☒

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Unit	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (2)
Deferred Compensation Obligations	$5,000,000	100%	$5,000,000	$606.00

Exhibit Number
4.1	Certificate of Incorporation of Livent Corporation (incorporated herein by reference to Exhibit 3.1 to Livent Corporation’s Form S-1, filed on August 27, 2018 (Registration No. 333-227026))

4.2	By-Laws of Livent Corporation (incorporated herein by reference to Exhibit 3.2 to Livent Corporation’s Form S-1, filed on August 27, 2018 (Registration No. 333-227026))

4.3	Livent Nonqualified Savings Plan (incorporated herein by reference to Exhibit 10.22 to Livent Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 28, 2019 (Registration No. 001-38694))

5.1	Opinion of Sara Ponessa (filed herewith)

5.2	Opinion of Dechert LLP

23.1	Consent of KPMG LLP (filed herewith)

23.2	Consent of Sara Ponessa (included in Exhibit 5.1)

23.3	Consent of Dechert LLP (included in Exhibit 5.2)

24	Powers of Attorney (included in signature pages hereof)

LIVENT CORPORATION


By:	/s/ Paul W. Graves
	Name:	Paul W. Graves
	Title:	President, Chief Executive Officer and Director

Signature	Title	Date


/s/ Paul W. Graves	President, Chief Executive Officer	March 1, 2019
Paul W. Graves	and Director
	(principal executive officer)

/s/ Gilberto Antoniazzi	Vice President and	March 1, 2019
Gilberto Antoniazzi	Chief Financial Officer
	(principal financial officer)

/s/ Ronald Stark	Chief Accounting Officer	March 1, 2019
Ronald Stark


/s/ Pierre R. Brondeau	Chairman and Director	March 1, 2019
Pierre R. Brondeau


/s/ Michael F. Barry	Director	March 1, 2019
Michael F. Barry


/s/ G. Peter D’Aloia	Director	March 1, 2019
G. Peter D’Aloia


/s/ Steven T. Merkt	Director	March 1, 2019
Steven T. Merkt


/s/ Robert C. Pallash	Director	March 1, 2019
Robert C. Pallash


/s/ Andrea E. Utecht	Director	March 1, 2019
Andrea E. Utecht