As filed with the Securities and Exchange Commission on December 9, 2020
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PEARSON PLC
(Exact name
of Registrant as Specified in its Charter)
N/A
(Registrant’s Name for Use in English)
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England and Wales
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None
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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80 Strand
London,
England WC2R 0RL
(Address of Principal Executive Offices)
The Pearson plc Employee Stock Purchase Plan
The Pearson Long Term Incentive Plan (2011)
The Pearson Long Term Incentive Plan (2020)
The Pearson Management Incentive Plan
Pearson Education, Inc.
221 River Street, Hoboken, NJ 07030
(201) 236 7000
(Name,
Address and Telephone Number of Agent for Service)
Copy to:
Howard Kenny
Morgan, Lewis & Bockius LLP
101 Park Avenue
New
York, New York 10178
(212) 309-6000
Fax: (212) 309-6001
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered
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Proposed
maximum
offering
price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Pearson plc, Ordinary Shares, nominal value of 25 pence each
(1)
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29,235,333 shares (2)
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$8.87 (3)
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$259,317,404(3)
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$28,292 (3)
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(1)
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Under certain circumstances, shares may be issued in the form of American Depositary Shares. A registration
statement on Form F-6 (File No. 333-129599) is effective with respect to the American Depositary Shares represented by American Depositary Receipts issuable on a one-for-one basis for the Pearson plc Ordinary Shares registered hereby upon deposit of such Ordinary Shares.
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(2)
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Covers shares under the Pearson plc Employee Stock Purchase Plan (4,334,279 shares), The Pearson Long Term
Incentive Plan (2011) (3,653,263 shares), The Pearson Long Term Incentive Plan (2020) (19,305,155 shares), and the Pearson Management Incentive Plan (1,942,636 shares) (the “Plans”) and, pursuant to Rule 416 under the Securities Act of
1933, as amended (the “Securities Act”), an indeterminate number of additional shares which may be offered and issued pursuant to the Plans to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(3)
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Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share
and the registration fee for shares to be issued pursuant to the Plans are based on the reported average of the high and low prices for the American Depositary Shares representing the Pearson plc Ordinary Shares, on the New York Stock Exchange on
December 7, 2020.
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