As filed with the Securities and Exchange Commission on July 18, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ACCENTURE LTD
(Exact Name of Registrant as Specified in its Charter)
Bermuda 98-0341111
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
Cedar House
41 Cedar Avenue
Hamilton HM12, Bermuda
(441) 296-8262
(Address, including zip code, of Registrant's principal executive office)
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Accenture Ltd 2001 Share Incentive Plan
Accenture Ltd 2001 Employee Share Purchase Plan
(Full titles of the Plans)
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Douglas G. Scrivner
Accenture Ltd
1661 Page Mill Road
Palo Alto, CA 94304
(650) 213-2000
(Name, address, including zip code, and telephone number, including area code,
of Registrant's agent for service)
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Copies to:
John B. Tehan
Alan D. Schnitzer
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Offering Price Per Aggregate Offering Registration
Share Price Fee
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Class A Common Shares, $0.0000225 par value per share 450,000,000 (1) (2) (2) $1.00 (2)
====================================================================================================================================
(1) Represents 375,000,000 shares reserved for issuance pursuant to the
Registrant's 2001 Share Incentive Plan and 75,000,000 shares reserved for
issuance pursuant to the Registrant's 2001 Employee Share Purchase Plan.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also relates to
an indeterminate amount of additional Class A common shares that may be
issued pursuant to anti-dilution and adjustment provisions of the above-
named plans.
(2) Pursuant to Rule 457(h) under the Securities Act, this computation is based
on the book value of the Class A common shares, par value $0.0000225 per
share, of the Registrant as of May 31, 2001. The book value per share as of
such date was less than $0.00. Accordingly, there is no registration fee
payable.
PART I
All information required by Part II to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Accenture Ltd (the "Company" or
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:
1. The Registrant's prospectus to be filed on or about July 19, 2001
pursuant to Rule 424(b) of the Securities Act, which contains audited
financial statements for the Registrant's latest fiscal year for which
such statements have been filed (File No. 333-59194).
2. The description of the Company's share capital contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission under Section 12(b) of the Exchange Act on June 25, 2001
(File No. 001-16565), including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company 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 to this Registration Statement
indicating that all securities offered 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 of such documents. 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 such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
The Class A common shares are registered under Section 12(b) of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The bye-laws of the Registrant provide for indemnification of the
Registrant's officers and directors against all liabilities, loss, damage or
expense incurred or suffered by such party as an officer or
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director of the Registrant; provided that such indemnification shall not extend
to any matter which would render it void pursuant to the Companies Act 1981 of
Bermuda.
The Companies Act provides that a Bermuda company may indemnify its
directors and officers in respect of any loss arising or liability attaching to
them as a result of any negligence, default or breach of trust of which they may
have been guilty in relation to the company in question. However, the Companies
Act also provides that any provision, whether contained in the company's bye-
laws or in a contract or arrangement between the company and the director or
officer, indemnifying a director or officer against any liability which would
attach to him in respect of his fraud or dishonesty will be void.
The directors and officers of the Registrant are covered by directors' and
officers' insurance policies maintained by the Registrant.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
3.1 Memorandum of Continuance of the Registrant, dated February 21, 2001
incorporated by reference to Exhibit 3.1 to the Registration Statement
(File No. 333-59194) on Form S-1 of the Registrant
3.2 Bye-laws of the Registrant incorporated by reference to Exhibit 3.2 to
the Registration Statement (File No. 333-59194) on Form S-1 of the
Registrant
5.1 Opinion of Appleby Spurling & Kempe with respect to legality of
securities being registered hereunder (filed herewith)
10.1 2001 Share Incentive Plan of the Registrant incorporated by reference
to Exhibit 10.3 to the Registration Statement (File No. 333-59194) on
Form S-1 of the Registrant
10.2 2001 Employee Share Purchase Plan of the Registrant incorporated by
reference to Exhibit 10.4 to the Registration Statement (File No. 333-
59194) on Form S-1 of the Registrant
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith)
23.2 Consent of Appleby Spurling & Kempe (included in Exhibit 5.1 filed
herewith)
24.1 Power of Attorney (contained in the signature pages to this
Registration Statement)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (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 of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the
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 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.
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(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company 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 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 hereby which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, 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 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, 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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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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 New York, and State of New York on July 18, 2001.
ACCENTURE LTD
By: /s/ Joe W. Forehand
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Name: Joe W. Forehand
Title: Chief Executive Officer and Chairman of
the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Joe W. Forehand, Harry L. You and
Douglas G. Scrivner and each of them, as his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him in his
name, place and stead, in any and all capacity, in connection with this
Registration Statement, including to sign and file in the name and on behalf of
the undersigned as director or officer of the Registrant any and all amendments,
supplements (including any and all stickers and post-effective amendments) to
this Registration Statement, with all exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission and any
applicable securities exchange or securities regulatory body, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or 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, this
Registration Statement has been signed below by the following persons in the
capacities indicated.
Signature Title Date
--------- ----- ----
/s/ Joe W. Forehand Chief Executive Officer and Chairman of July 18, 2001
------------------------------------ the Board (principal executive officer)
Joe W. Forehand
/s/ Stephan A. James Chief Operating Officer and Director July 18, 2001
------------------------------------
Stephan A. James
/s/ Karl-Heinz Flother Managing Partner - Financial Services July 18, 2001
------------------------------------ Global Market Unit and Director
Karl-Heinz Flother
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Signature Title Date
--------- ----- ----
/s/ Joel P. Friedman Director July 18, 2001
------------------------------------
Joel P. Friedman
/s/ William D. Green Managing Partner - Communications & High July 18, 2001
------------------------------------ Tech Global Market Unit and Director
William D. Green
/s/ Masakatsu Mori July 18, 2001
------------------------------------ Director
Masakatsu Mori
/s/ Diego Visconti Director July 18, 2001
------------------------------------
Diego Visconti
/s/ Jackson L. Wilson, Jr. Corporate Development Officer, Managing July 18, 2001
------------------------------------ General Partner - Accenture Technology
Jackson L. Wilson, Jr. Ventures and Director
/s/ Harry L. You Chief Financial Officer (principal July 18, 2001
------------------------------------ financial and accounting officer)
Harry L. You
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INDEX TO EXHIBITS
Exhibit
Number Description
3.1 Memorandum of Continuance of the Registrant, dated
February 21, 2001, incorporated by reference to
Exhibit 3.1 to the Registration Statement (File No.
333-59194) on Form S-1 of the Registrant
3.2 Bye-laws of the Registrant incorporated by reference
to Exhibit 3.1 to the Registration Statement (File
No. 333-59194) on Form S-1 of the Registrant
5.1 Opinion of Appleby Spurling & Kempe with respect to
legality of securities being registered hereunder
(filed herewith)
10.1 2001 Share Incentive Plan of the Registrant
incorporated by reference to Exhibit 10.3 to the
Registration Statement (File No. 333-59154) on Form
S-1 of the Registrant
10.2 2001 Employee Share Purchase Plan of the Registrant
incorporated by reference to Exhibit 10.4 to the
Registration Statement (File No. 333-59154) on Form
S-1 of the Registrant
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith)
23.2 Consent of Appleby Spurling & Kempe (included in
Exhibit 5.1 filed herewith)
24.1 Power of Attorney (contained in the signature pages
to this Registration Statement)
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