As filed with the Securities and Exchange Commission on October 17, 2001
Registration No. 333-65376
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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
_______________________
ACCENTURE LTD
(Exact Name of Registrant as Specified in its Charter)
Bermuda 98-0341111
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
Cedar House
41 Cedar Avenue
Hamilton HM12, Bermuda
(441) 296-8262
(Address, including zip code, of Registrant's principal executive office)
Accenture Ltd 2001 Share Incentive Plan
Accenture Ltd 2001 Employee Share Purchase Plan
(Full titles of the Plans)
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)
Copies to:
John B. Tehan
Alan D. Schnitzer
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Post Effective Amendment also covers an indeterminate amount of interests
to be offered or sold pursuant to the Accenture Ltd 2001 Employee Share Purchase
Plan.
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 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.
3. The Registrant's Current Report on Form 8-K dated August 17, 2001
(filed August 17, 2001), Current Report on Form 8-K dated
September 16, 2001 (filed September 18, 2001) and Current Report
on Form 8-K/A dated October 11, 2001 (filed October 15, 2001).
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 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.
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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*
3.2 Bye-laws of the Registrant*
5.1 Opinion of Appleby Spurling & Kempe with respect to legality
of securities being registered hereunder*
10.1 2001 Share Incentive Plan of the Registrant*
10.2 2001 Employee Share Purchase Plan of the Registrant*
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith)
23.2 Consent of Appleby Spurling & Kempe (included in Exhibit 5.1)*
24.1 Power of Attorney*
___________________
*Previously filed
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.
(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
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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 October 16, 2001.
ACCENTURE LTD
By: /*/
-----------------------------------
Name: Joe W. Forehand
Title: Chief Executive Officer
and Chairman of the Board
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
--------- ----- ----
/*/ Chief Executive Officer and Chairman of the
----------------------------- Board (principal executive officer) October 16, 2001
Joe W. Forehand
/*/ Chief Operating Officer and Director October 16, 2001
-----------------------------
Stephan A. James
/*/ Managing Partner - Financial Services Global
----------------------------- Market Unit and Director October 16, 2001
Karl-Heinz Flother
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Signature Title Date
--------- ----- ----
/*/
------------------------------------ Director October 16, 2001
Joel P. Friedman
Managing Partner - Communications & High
/*/ Tech Global Market Unit and Director October 16, 2001
------------------------------------
William D. Green
/*/ Director October 16, 2001
------------------------------------
Masakatsu Mori
/*/ Director October 16, 2001
------------------------------------
Diego Visconti
Corporate Development Officer, Managing
/*/ General Partner - Accenture Technology October 16, 2001
------------------------------------ Ventures and Director
Jackson L. Wilson, Jr.
Chief Financial Officer (principal financial
/*/ and accounting officer) October 16, 2001
------------------------------------
Harry L. You
* By Power of Attorney
/s/ Douglas G. Scrivner Attorney-in-Fact October 16, 2001
------------------------------------
Douglas G. Scrivner
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INDEX TO EXHIBITS
Exhibit
Number Description
3.1 Memorandum of Continuance of the Registrant,
dated February 21, 2001*
3.2 Bye-laws of the Registrant*
5.1 Opinion of Appleby Spurling & Kempe with respect
to legality of securities being registered
hereunder*
10.1 2001 Share Incentive Plan of the Registrant*
10.2 2001 Employee Share Purchase Plan of the
Registrant*
23.1 Consent of PricewaterhouseCoopers LLP (filed
herewith)
23.2 Consent of Appleby Spurling & Kempe (included in
Exhibit 5.1)*
24.1 Power of Attorney*
_______________________
*Previously filed
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