- Post-Effective Amendment to an S-8 filing (S-8 POS)
04 January 2010 - 10:09PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on
January 4, 2010
Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-48010)
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
Towers
Watson Delaware Inc.
(Exact Name of Registrant as
Specified in its Charter)
Delaware
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001-16159
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52-2211537
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(State
or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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901
N. Glebe Road
Arlington, Virginia
22203
(703) 258-8000
(Address and Telephone Number, including Area Code, of Principal
Executive
Offices)
2000 Long Term Incentive Plan
(Full Title of the Plan)
Walter
W. Bardenwerper
Towers Watson Delaware Inc.
901
N. Glebe Road
Arlington,
Virginia 22203
(703) 258-8000
(Name, Address, and Telephone Number, including Area Code, of Agent for
Service)
Copies
to:
Stephen
I. Glover, Esq.
Ronald O. Mueller, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue N.W.
Washington, D.C. 20036-5306
(202) 955-8500
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, 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 Securities Exchange Act of 1934, as amended. (Check one):
Large
accelerated filer
x
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Accelerated
filer
o
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Non-accelerated
filer
o
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Smaller
reporting company
o
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EXPLANATORY NOTE
DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 1 to the
Registration Statement (Reg. No. 333-48010) on Form S-8 (the Registration
Statement) hereby deregisters in accordance with the undertakings of Towers
Watson Delaware Inc. (formerly known as Watson Wyatt Worldwide, Inc.), a
Delaware corporation (the Registrant or the Company), given pursuant to
Item 9 of the Registration Statement and Item 512(a)(3) of Regulation S-K,
all securities registered pursuant to the Registration Statement remaining
unsold. Upon its effectiveness, the
Registration Statement covered 4,500,000 shares of Class A Common Stock,
par value $0.01 per share (the Common Stock) of the Company and such
indeterminate number of shares of Common Stock which may have been subject to
grant or otherwise issuable after the operation of the provisions of the 2000
Long-Term Incentive Plan (the Plan) governing certain adjustments.
On January 1, 2010, pursuant to an Agreement and
Plan of Merger, dated June 26, 2009, as amended, by and among the Company,
Towers, Perrin, Forster & Crosby, Inc. (Towers Perrin), Jupiter
Saturn Holding Company, now known as Towers Watson & Co. (Towers
Watson), Jupiter Saturn Delaware Inc. and Jupiter Saturn Pennsylvania Inc.,
the Company and Towers Perrin combined their businesses and through
simultaneous mergers became wholly-owned subsidiaries of Towers Watson (the Merger).
At the effective time of the Merger, each outstanding share of Common Stock was
converted into the right to receive one (1) share of Towers Watsons Class A
common stock, par value $0.01 per share.
As a result of the the Merger, the Company has no
intention of issuing any additional shares under the Plan and has terminated
any offerings of securities pursuant to its existing registration statements,
including the Registration Statement.
2
SIGNATURE
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 Form S-8 Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Arlington, Virginia, on the 4
th
day of January, 2010.
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TOWERS
WATSON DELAWARE INC.
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By:
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/s/
JOHN J. HALEY
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John
J. Haley
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Chief
Executive Officer
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Pursuant to the requirements of the Securities Act,
this Post-Effective Amendment No. 1 to Form S-8 Registration
Statement has been signed by the following persons in the capacities indicated
below on the date indicated.
Signature
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Title
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Date
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/s/ JOHN J. HALEY
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Chief Executive Officer,
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January 4, 2010
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John J. Haley
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President and Chairman of the Board
(Principal Executive Officer)
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/s/ ROGER F. MILLAY
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Chief Financial Officer
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January 4, 2010
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Roger F. Millay
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(Principal Financial Officer and Principal
Accounting Officer)
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/s/ WALTER W. BARDENWERPER
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Director
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January 4, 2010
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Walter W. Bardenwerper
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3
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