As filed with the Securities and Exchange Commission on July 26, 2018.
Registration No. 333-219440
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
British American Tobacco p.l.c.
(Exact Name of Registrant as Specified in Its Charter)
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England and Wales
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98-0207762
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
+44 (0) 20 7845 1000
(Address of Principal Executive Offices, Including Zip Code)
Reynolds American Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan
RAI 401k Savings Plan
(Full Title of the Plans)
Puglisi & Associates
850 Library Avenue
Suite 204
Newark, DE 19711
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Alyssa K. Caples
Cravath, Swaine & Moore LLP
CityPoint
One Ropemaker Street
London EC2Y 9HR, United Kingdom
+44 (0) 20 7453 1000
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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Accelerated filer
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Non-accelerated filer
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ý (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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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. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-219440) (the “Registration Statement”) of British American Tobacco p.l.c. (“BAT” or the “Registrant”) amends Item 3 of Part II to add certain additional information to such Item.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following sentence is added after the last sentence of the last paragraph in Item 3 in the Registration Statement:
Reports on Form 6-K that BAT furnishes to the Commission will only be deemed incorporated by reference into this Registration Statement if such Report on Form 6-K so states that it is incorporated by reference herein.
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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, England on July 26, 2018.
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BRITISH AMERICAN TOBACCO P.L.C.
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By:
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/s/ Paul McCrory |
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Name: Paul McCrory |
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Title: Company Secretary |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated below on July 26, 2018.
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Name
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Title
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*
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Name: Richard Burrows
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Chairman
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Name: Nicandro Durante
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Executive Director – Chief Executive
(Principal Executive Officer)
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Name: John Benedict Stevens
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Executive Director – Finance Director
(Principal Financial and Accounting Officer)
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Name: Kieran Poynter
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Non-Executive Director
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Name: Susan Farr
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Non-Executive Director
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Name: Dr. Marion Helmes
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Non-Executive Director
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Name: Savio Kwan
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Non-Executive Director
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Name
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Title
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Name: Dimitri Panayotopoulos
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Non-Executive Director
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* Paul McCrory, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Post-Effective Amendment to the Registration Statement on behalf of the above indicated directors and officers of the Registrant pursuant to a power of attorney filed with the Commission.
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/s/ Paul McCrory |
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By:
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Name :
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Paul McCrory |
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Attorney-in-Fact
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Pursuant to the requirements of the Securities Act of 1933, the trustee (or other person who administers the RAI 401k Plan) has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on July 26, 2018.
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RAI 401K SAVINGS PLAN
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By:
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/s/ Constantine E. Tsipis |
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Name: Constantine E. Tsipis |
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Title: Secretary, RAI Employee Benefits Committee |
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