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As filed with the Securities and Exchange Commission on May 15, 2026
Registration No. 333-   
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Gates Industrial Corporation plc
(Exact name of registrant as specified in its charter)
 
England and Wales
98-1395184
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
 
1144 Fifteenth Street
Denver, Colorado 80202
Telephone: (303) 744-1911
(Address of Principal Executive Offices)
 
Gates Industrial Corporation plc 2018 Omnibus Incentive Plan
(Full title of the plan)
 
Cristin C. Bracken
Executive Vice President, Chief Legal Officer and Corporate Secretary
1144 Fifteenth Street
Denver, Colorado 80202
Telephone: (303) 744-1911
(Name and address and telephone number, including area code, of agent for service)
 
With copy to:
Edgar J. Lewandowski
Jonathan R. Ozner
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
Telephone: (212) 455-2000
 
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.

Large accelerated filer
x
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.      ¨
 
 


EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Gates Industrial Corporation plc (the “Registrant”) for the purpose of registering 9,044,430 additional ordinary shares, par value $0.01 per share, of the Registrant (the “Ordinary Shares”), reserved for issuance under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (the “Plan”). These Ordinary Shares are additional securities of the same class as other securities for which (i) an original registration statement (File No. 333-222747) on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on January 29, 2018 (the “Original Registration Statement”), which registered 12,500,000 Ordinary Shares issuable under the Plan, and (ii) a registration statement (File No. 333-267096) on Form S-8 was filed with the Commission on August 26, 2022, which registered 6,500,000 Ordinary Shares issuable under the “evergreen” provision of the Plan and 1,344,017 Ordinary Shares that became available for issuance as a result of forfeitures, terminations, expirations or repurchases (together with the Original Registration Statement, the “Prior Registration Statements”).
The Ordinary Shares registered by this Registration Statement consist of (i) 6,381,545 Ordinary Shares that have become reserved for issuance as a result of the operation of the “evergreen” provision of the Plan, which provides that the total number of shares subject to the Plan will be increased on the first day of each fiscal year pursuant to a specified formula, and (ii) 2,662,885 Ordinary Shares that have become available for issuance under the Plan as a result of forfeiture, termination, expiration or repurchase of stock options or other stock awards. Other than the 6,381,545 Ordinary Shares that have become available for issuance pursuant to the “evergreen” provision of the Plan, the shares registered by this Registration Statement do not represent an increase in the number of shares previously reserved for issuance under the Plan.
Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such Prior Registration Statements are modified or supplemented, as the case may be, as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:
•the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”);
•the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on April 20, 2026 (solely those portions that were incorporated by reference into the Annual Report);
•the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2026; and
•the description of the Registrant’s securities filed as Exhibit 4.1 to the Annual Report.
All reports and other documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 and/or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission unless expressly stated otherwise therein) 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 reports and 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 8. Exhibits.
(a) Exhibits. See the Exhibit Index immediately preceding the signature pages hereto, which is incorporated by reference as if fully set forth herein.
(b) Financial Statement Schedules
None


EXHIBIT INDEX
Exhibit No.
Description
3.1
3.2
5.1*
10.1
23.1*
23.2*
24.1*
107.1*
*
Filed herewith.
 
 


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Denver, State of Colorado, on the 15th day of May, 2026.
 
GATES INDUSTRIAL CORPORATION PLC
By:
/s/ Ivo Jurek
Name: Ivo Jurek
Title: Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Ivo Jurek, L. Brooks Mallard and Cristin C. Bracken, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments or supplements to this Registration Statement, including post-effective amendments to the Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and 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 as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney have been signed by the following persons in the capacities indicated on the 15th day of May, 2026.
Signature
Title
/s/ Ivo Jurek
Chief Executive Officer and Director
Ivo Jurek
(Principal Executive Officer)
/s/ L. Brooks Mallard
Chief Financial Officer
L. Brooks Mallard
(Principal Financial Officer)
/s/ John S. Patouhas
Chief Accounting Officer
John S. Patouhas
(Principal Accounting Officer)
/s/ Neil P. Simpkins
Director
Neil P. Simpkins
/s/ Joseph S. Cantie
Director
Joseph S. Cantie
/s/ Fredrik J. Eliasson
Director
Fredrik J. Eliasson
/s/ James W. Ireland, III
Director
James W. Ireland, III
/s/ Stephanie K. Mains
Director
Stephanie K. Mains
/s/ Wilson S. Neely
Director
Wilson S. Neely
/s/ Peifang Zhang
Director
Peifang Zhang