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Name | Symbol | Market | Type |
---|---|---|---|
Criteo SA | NASDAQ:CRTO | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.55 | -1.46% | 37.22 | 36.99 | 38.00 | 38.18 | 36.81 | 38.00 | 438,431 | 22:30:00 |
France
|
Not applicable
|
(State of incorporation
or organization)
|
(I.R.S. employer
identification No.)
|
Copies to:
|
||
Martha E. McGarry
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
|
Renaud Bonnet
Jones Day
2 rue Saint-Florentin
75001 Paris, France
+33 1 5659-3939
|
Nicole Kelsey
General Counsel
Criteo S.A.
32 rue Blanche
75009 Paris, France
Tel : +33 1 40 40 22 90
|
Large accelerated filer
|
☒ |
|
Accelerated filer
|
☐ |
|
|
|
|
|
Non-accelerated filer
|
☐ |
(Do not check if a smaller reporting company)
|
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. | ☐ |
Title of Securities
to be Registered
|
Amount
to be
Registered (2)
|
Proposed
Maximum
Offering Price
per Share (3)
|
Proposed
Maximum
Aggregate
Offering Price (3)
|
Amount of
Registration Fee
|
Ordinary Shares, €0.025 par value per share (1)
|
4,600,000
|
$49.70
|
$228,620,000
|
$26,497.06
|
Option, Warrants and Rights to Purchase Ordinary Shares
|
4,600,000
|
N/A
|
N/A
|
N/A
|
(1) |
These shares may be represented by American Depositary Shares, or ADS, of Criteo S.A. (the "
Registrant
"). Each ADS represents one Ordinary Share. ADSs issuable upon deposit of the Ordinary Shares registered hereby were registered pursuant to a separate Registration Statement on Form F-6 (File No. 333-191715).
|
(2) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"
Securities Act
"
), this Registration Statement shall also cover any additional Ordinary Shares of the Registrant that become issuable under the Registrant's 2016 Stock Option Plan, Amended and Restated 2015 Time-Based Free Share Plan, Amended and Restated 2015 Performance-Based Free Share Plan or the BSA Subscription Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant's outstanding Ordinary Shares.
|
(3) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act and based upon the price of $49.70 per ADS, which was the average of the high and low prices of the ADSs as reported on Nasdaq for July 21, 2017.
|
Exhibit
Number
|
|
Description
|
4.1
|
(1)
|
Updated By-laws of the Registrant (English translation)
|
|
|
|
5.1
|
|
Opinion of Jones Day
|
|
|
|
23.1
|
|
Consent of Deloitte & Associés
|
|
|
|
23.2
|
|
Consent of Jones Day (included in Exhibit 5.1)
|
|
|
|
24.1
|
|
Power of Attorney of each of the directors of the Registrant and the principal executive, financial and accounting officers of the Registrant (included on the signature page of this Form S-8).
|
|
|
|
99.1
|
(2)
|
2016 Stock Option Plan (including form of Stock Option Grant Agreement and Exercise Notice) (English Translation)
|
|
|
|
99.2
|
(3)
|
Amended and Restated 2015 Performance-Based Free Share Plan (including form of Allocation Letter) (English translation)
|
|
|
|
99.3
|
Amended and Restated 2015 Time-Based Free Share Plan (including form of Allocation Letter) (English translation)
|
|
|
|
|
99.4
|
(4)
|
Summary of BSA Terms and Conditions
|
|
|
|
99.5
|
(5)
|
Form of BSA Grant Document (English Translation)
|
(1) |
Filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed with the Commission on June 29, 2017, and incorporated herein by reference.
|
(2) |
Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed with the Commission on June 30, 2016, and incorporated herein by reference.
|
(3) |
Filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed with the Commission on June 30, 2016, and incorporated herein by reference.
|
(4) |
Filed as Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Commission on February 29, 2016, and incorporated herein by reference.
|
(5) |
Filed as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Commission on March 1, 2017, and incorporated herein by reference.
|
CRITEO S.A.
|
||
By:
|
/s/ Eric Eichmann
|
|
Name: Eric Eichmann
|
||
Title: Chief Executive Officer
|
Signature
|
|
Title
|
|
|
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/s/ Eric Eichmann
|
|
Chief Executive Officer and Director
|
Eric Eichmann
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Benoit Fouilland
|
|
Chief Financial Officer
|
Benoit Fouilland
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ Jean-Baptiste Rudelle
|
|
Executive Chairman
|
Jean-Baptiste Rudelle
|
|
|
|
|
|
/s/ Nathalie Balla
|
|
Director
|
Nathalie Balla
|
|
|
|
|
|
/s/ Edmond Mesrobian
|
|
Director
|
Edmond Mesrobian
|
|
|
/s/ Hubert de Pesquidoux
|
|
Director
|
Hubert de Pesquidoux
|
|
|
|
|
|
/s/ Rachel Picard
|
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Director
|
Rachel Picard
|
|
|
/s/ Sharon Fox Spielman
|
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Director
|
Sharon Fox Spielman
|
|
|
|
|
|
/s/ James Warner
|
|
Director
|
James Warner
|
|
CRITEO CORP.
|
||
By:
|
/s/ Jean-Baptiste Rudelle
|
|
Name: Jean-Baptiste Rudelle
|
||
Title: President & CEO
|
Exhibit
Number
|
|
Description
|
4.1
|
(1)
|
Updated By-laws of the Registrant (English translation)
|
|
|
|
5.1
|
|
Opinion of Jones Day
|
|
|
|
23.1
|
|
Consent of Deloitte & Associés
|
|
|
|
23.2
|
|
Consent of Jones Day (included in Exhibit 5.1)
|
|
|
|
24.1
|
|
Power of Attorney of each of the directors of the Registrant and the principal executive, financial and accounting officers of the Registrant (included on the signature page of this Form S-8).
|
|
|
|
99.1
|
(2)
|
2016 Stock Option Plan (including form of Stock Option Grant Agreement and Exercise Notice) (English Translation)
|
|
|
|
99.2
|
(3)
|
Amended and Restated 2015 Performance-Based Free Share Plan (including form of Allocation Letter) (English translation)
|
|
|
|
99.3
|
Amended and Restated 2015 Time-Based Free Share Plan (including form of Allocation Letter) (English translation)
|
|
|
|
|
99.4
|
(4)
|
Summary of BSA Terms and Conditions
|
|
|
|
99.5
|
(5)
|
Form of BSA Grant Document (English Translation)
|
(1) |
Filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed with the Commission on June 29, 2017, and incorporated herein by reference.
|
(2) |
Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed with the Commission on June 30, 2016, and incorporated herein by reference.
|
(3) |
Filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed with the Commission on June 30, 2016, and incorporated herein by reference.
|
(4) |
Filed as Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Commission on February 29, 2016, and incorporated herein by reference.
|
(5) |
Filed as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Commission on March 1, 2017, and incorporated herein by reference.
|
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