S-8

As filed with the Securities and Exchange Commission on March 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

Clarivate Plc

(Exact Name of Registrant as Specified in Its Charter)

Jersey, Channel Islands	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

70 St. Mary Axe

London EC3A 8BE

United Kingdom

(Address of Principal Executive Offices) (Zip Code)

Clarivate Plc 2019 Incentive Award Plan

(Full Title of the Plans)

Clarivate Analytics (US) LLC
1500 Spring Garden Street
Philadelphia, PA 19103
(Name and Address of Agent For Service)

(215) 386-0100

(Telephone Number, including area code, of agent for service)

Copies to:

Kyoko Takahashi Lin, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

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 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.            ¨

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Clarivate Plc (the “Registrant”) is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) to register 40,000,000 of the Registrant’s ordinary shares under the Clarivate Plc 2019 Incentive Award Plan, as amended and restated (the “Plan”), as approved by the shareholders of the Registrant on May 13, 2019. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on May 13, 2019 (Registration No. 333-231405). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

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 pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 27, 2024;

(b) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's Annual Report referred to in (a) above; and

(c) the description of the Registrant’s ordinary shares contained in Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 27, 2024, including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the filing of this Registration Statement shall not be deemed incorporated by reference into this Registration Statement. 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 in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 8. Exhibits.

Exhibit		Incorporated by Reference				Filed
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Herewith
4.1	Amended and Restated Memorandum and Articles of Association of the Registrant.	8-K	001-38911	3.1	May 12, 2021
5.1	Opinion of Ogier.					X
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.					X
23.2	Consent of Ogier (contained in Exhibit 5.1).					X
24.1	Power of Attorney (included on the signature page of this Registration Statement).					X
99.1	2019 Incentive Award Plan, as amended and restated.	10-Q	001-38911	10.4	October 29, 2020
107	Filing Fee Table.					X

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on this 12^th day of March 2024.

		Clarivate Plc
Date:	March 12, 2024	/S/ Jonathan Collins
		Jonathan Collins
		Executive Vice President & Chief Financial Officer

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Clarivate Plc, has signed this Registration Statement in the City of Philadelphia, State of Pennsylvania, on the 12^th day of March 2024.

CLARIVATE ANALYTICS (US) LLC
By:	/s/ Julio Martin
Name:	Julio Martin
Title:	Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Registrant do hereby constitute and appoint Jonathan Gear, Jonathan Collins, and Melanie Margolin, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jonathan Gear	Chief Executive Officer and Director	March 12, 2024
Jonathan Gear	(Principal Executive Officer)
/s/ Jonathan Collins	Chief Financial Officer	March 12, 2024
Jonathan Collins	(Principal Financial Officer)
/S/ Michael Easton	Chief Accounting Officer	March 12, 2024
Michael Easton	(Principal Accounting Officer)
/s/ Andrew Snyder	Director	March 12, 2024
Andrew Snyder
/s/ Adam Levyn	Director	March 12, 2024
Adam Levyn
/s/ Anthony Munk	Director	March 12, 2024
Anthony Munk
/s/ Jane Okun Bomba	Director	March 12, 2024
Jane Okun Bomba
/s/ Michael Angelakis	Director	March 12, 2024
Michael Angelakis
/s/ Richard Roedel	Director	March 12, 2024
Richard Roedel
/s/ Saurabh Saha	Director	March 12, 2024
Saurabh Saha
/s/ Usama Cortas	Director	March 12, 2024
Usama Cortas
/s/ Valeria Alberola	Director	March 12, 2024
Valeria Alberola
/s/ Wendell Pritchett	Director	March 12, 2024
Wendell Pritchett

EX-5.1

Exhibit 5.1

 

Clarivate Plc 4th Floor, St Paul's Gate 22-24 New Street St Helier Jersey JE1 4TR	D: +44 1534 514071
	E: alexander.curry@ogier.com
	Reference: AAC/CWT/178835.000014
	12 March 2024

Dear Sirs

Clarivate Plc (the Company) - Registration under the US Securities Act of 1933, as amended (the Securities Act) – share option plans

1 Background

1.1 In connection with the Registration Statement on Form S-8 (as amended, the Registration Statement) filed by the Company today with the Securities and Exchange Commission pursuant to the Securities Act), you have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement.

1.2 The Registration Statement relates to the registration by the Company under the Securities Act of 40,000,000 additional ordinary shares, no par value, for issuance pursuant to the Clarivate Plc 2019 Incentive Award Plan, as amended and restated (the Plan), the ordinary shares under the Plan being collectively referred to herein as the Shares.

1.3 In this opinion, "non-assessable" means, in relation to a Share, that the consideration for which the Company agreed to issue that Share has been or will be paid in full to the Company, so that no further sum is payable to the Company by any holder of that Share in respect of the purchase price of that Share.

2 Documents examined

2.1 For the purposes of giving this opinion, we have examined and relied upon such documents as we deem appropriate, including the following documents:

(a) the Registration Statement on Form S-8 (as amended) filed by the Company on 13 May 2019 with the Securities and Exchange Commission (Registration No. 333-231405);

Ogier (Jersey) LLP 44 Esplanade St Helier Jersey JE4 9WG T +44 1534 514000 F +44 1534 514444 ogier.com Partners Raulin Amy James Angus James Campbell Alexander Curry Richard Daggett Simon Dinning Katrina Edge Damian Evans James Fox Josephine Howe Jonathan Hughes Niamh Lalor Kate McCaffrey Edward Mackereth Bruce MacNeil Katharine Marshall Rebecca McNulty Steven Meiklejohn Oliver Passmore Nathan Powell Sophie Reguengo Oliver Richardson Bruce Scott Henry Wickham Nicholas Williams    

Registered as a limited liability partnership in Jersey. Registered number 99.

(a) the Registration Statement;

(b) the Company’s memorandum and articles of association in force as at the date hereof (the M&A);

(c) the Plan;

(d) a true copy of resolutions in writing of the directors of the Company passed on 13 May 2019 in which the directors (among other things) approved or ratified the Plan and the allotment of the Shares thereunder;

(e) a true copy of resolutions in writing of the directors of the Company passed on 8 March 2024 in which the directors (among other things) approved or ratified the registration of additional Shares pursuant to the Plan;

(f) the Company’s certificate of incorporation and the certificate of incorporation upon change of name of the Company;

(g) a consent to issue shares dated 7 January 2019 issued to the Company by the Jersey Financial Services Commission (the Commission) under the Control of Borrowing (Jersey) Order 1958, as amended (the COBO Consent);

(h) a consent to circulate a prospectus dated 15 April 2019 issued to the Company by the Commission under the Companies (General Provisions) (Jersey) Order 2002, as amended (the GPO Consent); and

(i) a certificate signed by a director of the Company dated on or around the date of this opinion.

2.2 For the purposes of this opinion, we have, with the Company's consent, relied upon certificates and other assurances of directors and other officers of the Company as to matters of fact, without having independently verified such factual matters.

3 Assumptions

For the purposes of this opinion, we have assumed:

(a) the authenticity, accuracy, completeness and conformity to original documents of all copy documents and certificates of officers of the Company examined by us;

(b) that the signatures on all documents examined by us are the genuine signatures of persons authorised to execute or certify such documents;

(c) the accuracy and completeness in every respect of all certificates of directors or other officers of the Company given to us for the purposes of giving this opinion and that (where relevant) such certificates would be accurate if they have been given as of the date hereof;

(d) that the Company has received or will receive in full the consideration for which the Company agreed to issue the Shares;

2

(e) that in approving the Company's entry into the Plan and the transactions contemplated by it, the directors of the Company were acting in the best interests of the Company and for a proper purpose;

(f) that words and phrases used in the Registration Statement have the same meaning and effect as they would if the Registration Statement were governed by Jersey law;

(g) that no other event occurs after the date hereof which would affect the opinions herein stated;

(h) that there is no provision of the law or regulation of any jurisdiction other than Jersey which would have any adverse implication in relation to the opinion expressed hereunder; and

(i) there has been no amendment to the COBO Consent or the GPO Consent.

4 Opinion

As a matter of Jersey law, and on the basis of and subject to the foregoing and the qualifications below, we are of the following opinion:

(a) the Shares have been duly authorised; and

(b) the Shares, when issued pursuant to the terms of the Plan, will be validly issued, fully paid and non-assessable.

5 Qualifications

This opinion is subject to the following qualification:

(a) the obligations of the Company under, or in respect of, the Shares will be subject to any law from time to time in force relating to bankruptcy, insolvency, liquidation, reorganisation or administration or any other law or legal procedure affecting generally the enforcement of creditors' rights.

6 Governing Law, Limitations, Benefit and Disclosure

6.1 This opinion shall be governed by and construed in accordance with the laws of Jersey and is limited to the matters expressly stated herein.

6.2 This opinion is limited to matters of Jersey law and practice as at the date hereof and we have made no investigation and express no opinion with respect to the law or practice of any other jurisdiction.

6.3 We assume no obligation to advise you (to any other person who may rely on this opinion in accordance with this paragraph), or undertake any investigations, as to any legal developments or factual matters arising after the date of the opinion that might affect the opinions expressed herein.

3

6.4 We consent to the filing of a copy of this opinion as Exhibit 5.1 to the Registration Statement and to reference to us being made in the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated by the US Securities and Exchange Commission under the Securities Act.

Yours faithfully

/s/ Ogier (Jersey) LLP

Ogier (Jersey) LLP

4

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Clarivate Plc of our report dated February 27, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Clarivate Plc’s Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 12, 2024 

EX-FILING FEES

EXHIBIT 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Clarivate Plc

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Ordinary shares, no par value	Rule 457(c) and Rule 457(h)	40,000,000	$7.17	$286,800,000	0.0001476	$42,331.68
Total Offering Amounts					$286,800,000		$42,331.68
Total Fee Offsets							-
Net Fee Due							$42,331.68

(1) Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares of the Registrant’s Ordinary Shares, no par value (“Ordinary Shares”), which may be necessary to adjust the number of shares reserved for issuance pursuant to the Clarivate Plc 2019 Incentive Award Plan, as amended and restated, as a result of a stock split, stock dividend or similar adjustment of the outstanding Ordinary Shares.

(2) Computed solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act on the basis of the average of the high and low prices per share of Ordinary Shares on the New York Stock Exchange on March 8, 2024, which date is within five business days prior to filing this Registration Statement.