As filed with the Securities and Exchange Commission on July 31, 2025

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 Amended and Restated 2019 Incentive Award Plan

(Full Title of the Plan)

 

Clarivate Analytics (US) LLC
1500 Spring Garden Street
Philadelphia, PA 19103

Attention: Legal Department
(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 25,000,000 of the Registrant’s ordinary shares under the Clarivate Plc Amended and Restated 2019 Incentive Award Plan, as amended and restated (the “Plan”), as approved by the shareholders of the Registrant on May 7, 2025. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on May 13, 2019 (Registration No. 333-231405) and March 12, 2024 (Registration No. 333-277865). 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, 2024, filed with the Commission on February 19, 2025;

 

(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 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 19, 2025, 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.

 

      Incorporated by Reference   
Exhibit
Number		  Exhibit Description  Form  File
No.		  Exhibit  Filing
Date		  Filed
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              X
23.2  Consent of Ogier (contained in Exhibit 5.1)              X
24.1  Power of Attorney (see signature page)              X
99.1  Clarivate Plc Amended and Restated 2019 Incentive Award Plan  10-Q  001-38911  10.1  July 30, 2025   
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 31st day of July, 2025.

 

    Clarivate Plc
          
Date: July 31, 2025   /s/ Jonathan M. Collins
      Jonathan M. 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 New York, State of New York, on the 31st day of July, 2025.

 

  CLARIVATE ANALYTICS (US) LLC
   
  By: /s/ John Doulamis
  Name: John Doulamis
  Title: Senior Vice President, General Counsel and Secretary

 

 

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Registrant do hereby constitute and appoint Matitiahu Shem Tov, Jonathan Collins, and John Doulamis, 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/  Matitiahu Shem Tov   Chief Executive Officer and Director   July 31, 2025
Matitiahu Shem Tov   (Principal Executive Officer)    
         
/s/ Jonathan M. Collins   Executive Vice President and Chief Financial Officer   July 31, 2025
Jonathan Collins   (Principal Financial Officer)    
         
/s/ Michael Easton   Senior Vice President and Chief Accounting Officer   July 31, 2025
Michael Easton   (Principal Accounting Officer)    
         
/s/ Andrew M. Snyder   Director and Chairman of the Board of Directors   July 31, 2025
Andrew M. Snyder        
         
/s/ Valeria Alberola   Director   July 31, 2025
Valeria Alberola        
         
/s/ Jane Okun Bomba   Director   July 31, 2025
Jane Okun Bomba        
         
/s/ Kenneth Cornick   Director   July 31, 2025
Kenneth Cornick        
         
/s/ Usama N. Cortas   Director   July 31, 2025
Usama N. Cortas        
         
/s/ Suzanne Heywood   Director   July 31, 2025
Suzanne Heywood        
         
/s/ Adam T. Levyn   Director   July 31, 2025
Adam T. Levyn        
         
/s/ Anthony Munk   Director   July 31, 2025
Anthony Munk        
         
/s/ Dr. Wendell E. Pritchett   Director   July 31, 2025
Dr. Wendell E. Pritchett        
         
/s/ Saurabh Saha   Director   July 31, 2025
Saurabh Saha        

 

 

 

 

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/178835.00016

 

 

31 July 2025

 

Dear Sirs

 

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

 

1Background

 

1.1In 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.

 

1.2The Registration Statement relates to the registration by the Company under the Securities Act of 25,000,000 additional ordinary shares, no par value, for issuance pursuant to the Clarivate Plc Amended and Restated 2019 Incentive Award Plan (the Amended and Restated Plan), the ordinary shares under the Amended and Restated Plan being collectively referred to herein as the Shares and each a Share.

 

1.3In 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.

 

2Documents examined

 

2.1For 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

Amy Garrod

Josephine Howe

Jonathan Hughes

Richard Laignel

Niamh Lalor

Kate McCaffrey

Edward Mackereth

Bruce MacNeil

Katharine Marshall

Matt McManus

Rebecca McNulty

Steven Meiklejohn

Alexandra O'Grady

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.

 

 

 

 

(b)the Registration Statement on Form S-8 (as amended) filed by the Company on 12 March 2024 with the Securities and Exchange Commission (Registration No. 333-277865);

 

(c)the Registration Statement;

 

(d)the Company’s memorandum and articles of association in force as at the date hereof;

 

(e)the Clarivate Plc 2019 Incentive Award Plan, as amended and restated on 11 May 2020 (the 2019 Plan);

 

(f)the Amended and Restated Plan;

 

(g)the First Amendment to the Amended and Restated Plan (the First Amendment);

 

(h)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 2019 Plan and the allotment of the Shares thereunder;

 

(i)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 2019 Plan;

 

(j)a true copy of the minutes of a meeting of the board of directors of the Company held on 5 March 2025 in which the directors (among other things) approved the Amended and Restated Plan and the allotment of the Shares thereunder;

 

(k)a true copy of the minutes of a meeting of the board of directors of the Company held on 7 May 2025 in which the directors (among other things) approved the filing of the Registration Statement pursuant to the Amended and Restated Plan;

 

(l)a true copy of resolutions in writing of the directors of the Company passed on 21 May 2025 in which the directors (among other things) approved the First Amendment;

 

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

 

(n)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 Original COBO Consent);

 

(o)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);

 

(p)a consent dated 5 July 2019 issued to the Company by the Commission authorising the Company to grant awards under the 2019 Plan (the 2019 COBO Consent);

 

2

 

 

(q)a consent dated 20 May 2025 issued to the Company by the Commission authorising the Company to grant awards under the Amended and Restated Plan (the 2025 COBO Consent and together with the Original COBO Consent and the 2019 COBO Consent, the COBO Consents); and

 

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

 

2.2For 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.

 

3Assumptions

 

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;

 

(e)that in approving the Company's entry into the 2019 Plan, the Amended and Restated Plan and the First Amendment and the transactions contemplated by them, 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 Consents or the GPO Consent.

 

3

 

 

4Opinion

 

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 Amended and Restated Plan (as amended pursuant to the First Amendment), will be validly issued, fully paid and non-assessable.

 

5Qualifications

 

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.

 

6Governing Law, Limitations, Benefit and Disclosure

 

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

 

6.2This 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.

 

6.3We 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.

 

6.4We 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

 

4

 

 

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 19, 2025 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, 2024.

 

/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
July 31, 2025

 

 

 

 
S-8 S-8 EX-FILING FEES 0001764046 CLARIVATE PLC Fees to be Paid 0001764046 2025-07-30 2025-07-30 0001764046 1 2025-07-30 2025-07-30 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

CLARIVATE PLC

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Ordinary shares, no par value Other 25,000,000 $ 4.24 $ 106,000,000.00 0.0001531 $ 16,228.60

Total Offering Amounts:

$ 106,000,000.00

$ 16,228.60

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 16,228.60

Offering Note

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 Amended and Restated 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. The proposed maximum offering price per unit has been 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 July 29, 2025, which date is within five business days prior to filing this Registration Statement.