FORM 6-K
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Special Report of Foreign
Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
The Securities and Exchange Act of 1934
For the date of 23 June 2008
SIGNET GROUP plc
(Translation of registrant's name into English)
15 Golden Square
London W1F 9JG
England
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40F.
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
EMPLOYEE STOCK SAVINGS PLAN
") has adopted the Signet Group plc Employee Stock
Savings Plan ("
") to provide eligible employees with the
opportunity to accumulate savings through payroll deductions and to
apply such savings to the purchase of shares of common stock ("
") underlying American Depositary Shares ("
") of the Company. The Plan is intended to qualify
as an "employee stock purchase plan" under Section 423 of the United
States Internal Revenue Code of 1986, as amended ("
You will be eligible to participate in the Plan
if:
you have been continuously
employed with any of the companies within the Signet group which have
been designated participating companies by the Company for the purposes
of the Plan for at least twelve months (or for such other minimum
period of time not exceeding two years as may be designated by the
Company), and
if you are a part-time employee and
have worked l,000 hours in the previous
in the preceding 12 months, you would be
considered to customarily work more than 20 hours per week
immediately after an option
is granted to you under the Plan and assuming all of your outstanding
options were exercised, you would not own (as determined pursuant to
Section 424(d) of the Code), Shares and ADSs possessing 5% or more of
the total combined voting power or value of all classes of stock of the
Company or any parent or subsidiary thereof.
If you are an eligible employee, you may participate
in the Plan by entering into a Savings Contract in the manner and in
the form provided by the Company. Under each Savings Contract, you will
agree to have amounts withheld from your salary for a period of 27
months or such lesser period permitted by the Company, subject to any
limits established by the Board of Directors of the Company ("
") on the amount of savings permitted under the
Plan. Initially, any participant's savings under the Plan may not be
less than $10 or more than $400 for any month.
The Company will designate eligibility periods
during which eligible employees may elect to enter into a Savings
Contract. These eligibility periods ordinarily relate to periods
following the announcement of the Company's financial results during
which the Company is permitted to grant options with respect to
Shares.
Participants may be permitted to enter into more
than one Savings Contract at any time; provided, however, that the
accumulated savings under any Savings Contract may not be carried over
and credited to another Savings Contract and the aggregate accumulated
savings under all Savings Contracts may not
exceed the limits on savings in effect from time to
time. Interest may be credited on amounts withheld under the Plan, as
determined by the Company.
You may cancel and withdraw the accumulated savings
under any of your Savings Contracts at any time. However, if you cancel
Savings Contract prior to the end of its term, you will forfeit the
opportunity to purchase ADSs under the option relating to such contract
unless such cancellation is by reason of your death, disability,
retirement after attaining age 60 or involuntary termination of
employment by the Company without cause.
You will be granted with respect to each Savings
Contract one option to acquire ADSs at the end of the term of such
contract. Each option represents a right to purchase the largest number
of ADSs, determined as of the date of grant, that could be bought with
the accumulated savings (excluding interest, if any), under a Savings
Contract at the exercise price per Share with respect to such option.
The option will be granted as of the first business day of any period
during which savings may accrue and be accumulated under a Savings
Contract ("
"). The term of an option will not exceed 27
months.
EXERCISE PRICE AND INDIVIDUAL
LIMITS
The exercise price per Share under an option will be
determined by the Board, but will not be less than 85 per cent of the
fair market value of a Share as of the Date of Grant of such option.
The fair market value of a Share on any date will be the mid-market
closing price of a Share, as derived from the London Stock Exchange
Daily Official List at such date, based upon the exchange rate
between
currency applicable on that date. The exercise
price will be expressed in
dollars per ADS and will be adjusted to
reflect any changes in the ratio of Shares to ADSs from the Date of
Grant of the option to the date of exercise of the option.
No employee may be granted an option that permits
his or her rights to acquire ADSs under the Plan and all other employee
stock purchase plans qualifying for Section 423 treatment established
by the Company or its subsidiaries to accrue at a rate that exceeds
US$25,000 in fair market value of such ADSs (determined at the Date of
Grant) for each calendar year.
LIMITS ON THE ISSUE OF SHARES UNDER THE
PLAN
The Plan, together with the Signet Group plc
Sharesave Scheme ("
"), are subject to the following overall limits on
the total number of Shares (or ADSs represented thereby) which may be
acquired thereunder:
as of any date within any
period of five years, not more than 5% of the ordinary share capital of
the Company issued immediately prior to such date may in aggregate be
issued or issuable pursuant to rights acquired under the Plan,
Sharesave Scheme and any other employee share schemes adopted by the
Company; and
as of any date within any
period of ten years, not more than 10% of the ordinary share capital of
the Company issued immediately prior to such date may in the aggregate
be issued or issuable pursuant to rights acquired under the Plan,
Sharesave Scheme and any other employee share schemes adopted by the
Company. For purposes of the foregoing limits, Shares (or ADSs
represented thereby) subject to options which have lapsed are not taken
into account.
In the event the total number of Shares (or ADSs
represented thereby) purchased or to be purchased under the Plan and
the Sharesave Scheme exceeds the overall limits, the Company reserves
the right in its sole discretion to reduce the amount of savings under
each Savings Contract and thereby correspondingly reduce the number of
ADSs to be acquired under the Plan. The Company may reduce the amount
of savings under Savings Contracts in any manner that the Company
determines in its sole discretion is equitable; provided, however, that
the Company shall reduce the amount of savings under Savings Contracts
in the most recent eligibility period prior to reducing the Savings
Contracts previously entered into in any prior eligibility period. The
Company reserves the right to apply a different method of reduction
under the Sharesave Scheme than the Plan and to reduce the number of
Shares to be issued under the Sharesave Scheme in a disproportionate
manner from the number of Shares (or the ADSs represented thereby) to
be issued under the Plan.
Aggregate Number of Shares Offered
In addition, the number of Shares underlying ADSs
issuable under options granted under the Plan shall not
exceed
10% of the ordinary share capital of the Company
issued as of the date of adoption of the Plan.
You may elect to exercise, by written notice in the
manner designated by the Company, any option at the end of the term of
your Savings Contract to which such option relates prior to the
expiration of such option. You or your beneficiary or estate may also
exercise any of your options within 90 days after any of the following
events prior to the expiration of your options: your death, disability
(as determined for purposes of the Company's long-term disability
plan), retirement after attaining age 60 or involuntary termination of
employment by the Company without cause.
If you do not elect to exercise an option prior to
its cancellation, the Company will treat such option as having been
exercised if the fair market value of the Shares underlying the ADSs
under an option exceeds the accumulated savings (excluding interest)
under the applicable Savings Contract. If the fair market value of the
Shares underlying the ADSs under an option does not exceed the
accumulated savings (excluding interest) under the applicable Savings
Contract, the accumulated savings and any interest thereon under such
Savings Contract will be paid to you by the Company. Upon your exercise
of any option, ADSs will either be issued in your name or deposited in
an individual account in your name, as permitted by the Company. If the
Company establishes an individual account in your name, you will be
responsible for all charges and expenses relating to such
account.
ADSs may be registered in the name of the
participant, or, if he or she so designates, in his or her name jointly
with his or her spouse, with a right of survivorship.
CHANGE IN CONTROL OF THE
COMPANY
In the event options granted under the Sharesave
Scheme become exercisable prior to the end of the term of any
applicable Savings Contract in accordance with Rule 7 of the Rules of
the Sharesave Scheme, options under the Plan will concurrently become
exercisable in the same manner and subject to the same limitations as
the options under the Sharesave Scheme to the extent consistent with
and not in derogation of the rules applicable to the Plan pursuant to
Section 423 of the Code and other applicable law.
You may withdraw at any time from the Plan by
written notice to the Company, and your participation therein will be
effective as of the next payroll period. The Company may assess a
penalty against you in connection with any withdrawal from the Plan
prior to the expiration of the applicable Savings Contract.
Upon your withdrawal from the Plan for any reason,
the Company shall deliver the accumulated savings and any interest
thereon under your Savings Contracts unless you are entitled to
exercise any options pursuant to the terms of the Plan.
DESIGNATION OF BENEFICIARY
You may, by written notice to the Company, designate
a person or persons to receive the benefit payable on your death under
this Plan. You may, by written notice to the Company during employment,
alter or revoke such designation from time to time, subject always to
the provisions of any law governing the designation of beneficiaries
from time to time. Such written notice shall be in such form and shall
be executed in such manner as the Company in its discretion may from
time to time determine. If you have not designated a beneficiary or the
person designated by you should not be living, any benefit that may be
payable on or after your death shall be paid to your estate.
Notwithstanding any other provision contained
herein, in the event of any change in the Shares by reason of any
merger, consolidation, reorganisation, recapitalisation, stock
dividend, stock split, split-up, split-off, spin-off, combination of
shares, exchange of shares, or other like change in capital structure
of the Company, an equitable adjustment shall be made to each
outstanding option such that each such option shall thereafter pertain
to an equivalent number of Shares after such change as before such
change, or at the sole discretion of the Company, provide for such
securities, cash and/or other property as would have been received in
respect of the Shares subject to such option had such option been
exercised in full immediately prior to such change, and such an
adjustment shall be made successively each time any such change shall
occur. In addition, in the event of any such change, the Company shall
make any further adjustment to the number of Shares and exercise price
per Share subject to outstanding options as shall be equitable to
prevent dilution or enlargement of rights under such options and the
determination of the Company as to these matters shall be conclusive,
final and binding on all participants and other persons.
Except as otherwise set forth in the Plan, the
Company has the power and authority to take any and all actions
necessary or desirable to effect the purposes of and administer the
Plan. The Company may delegate any of its duties and responsibilities;
subject, however, to any limits that the Board may establish in its
discretion with respect to the Plan. The Company shall establish rules
for the administration of the Plan and shall interpret the terms of the
Plan in its good faith/discretion. Any determinations made by the
Company with respect to the Plan shall be final, binding and
enforceable with respect to all persons.
The Plan shall be governed by, and construed in
accordance with, the laws of the State of
and without regard to the conflicts of laws
principles of such state.
The Plan will remain in effect until the first to
occur of: (i) its termination by the Board, or (ii) the expiry of ten
years from the date of adoption of the Plan.
COMPLIANCE WITH APPLICABLE
LAWS
The Company may delay (i) the issuance of any
certificate in the name of a participant or beneficiary, or (ii) the
delivery of ADSs to any participant or beneficiary, in either case, if
it determines that the registration or qualification of such ADSs (or
the Shares represented thereby) under any federal or state securities
laws, or the consent or approval of any federal or state governmental
regulatory body, is necessary or desirable as a condition of, or in
connection with, the sale or purchase of ADSs under the Plan, until
such listing, registration, qualification, consent or approval shall
have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Company.
The Company may withhold from amounts to be paid to
any participant under the Plan or as wages, any applicable United
States Federal, state, local or other withholding or other taxes which
it is from time to time required by law to withhold on account of the
Plan.
AMENDMENT AND TERMINATION
The Board of Directors of the Company may at any
time terminate or amend the Plan in any respect; provided, however,
that prior approval of the shareholders of the Company is required for
any amendment which is beneficial in any material respect to
participants in the Plan (other than amendments which are minor in
nature and made to benefit the administration of the Plan, amendments
necessary for the Plan to comply with the requirements of Section 423
of the Code or to take account of any existing or proposed legislation
or to obtain or maintain favourable tax, exchange control or regulatory
treatment for the Company, any of its subsidiaries or for
participants). Upon termination of the Plan, the accumulated savings,
if any, remaining in the accounts of the participants, shall be used to
purchase ADSs under all outstanding options as if the Plan were
terminated at the end of the term of a Savings Contract and any
remaining accumulated savings and interest thereon shall be refunded in
cash to them, unless the Board determines otherwise.
A participant's right to purchase ADSs under the
Plan are exercisable, during his or her lifetime, only by such
individual and may not be pledged, assigned or transferred in any
manner other than by will or the laws of descent and distribution. Any
attempt to pledge, assign or transfer such rights shall be void and
shall automatically cause any purchase rights held by the participant
to be terminated. In such event, the Company shall refund in cash,
without interest, all amounts credited to the Account of such
participant.
Nothing in the Plan nor in any instrument executed
pursuant to it will confer upon any person any right to continue in the
employment of the Company or any of its affiliates, or will affect the
right of the Company or any of its affiliates to terminate the
employment of any person without liability (other than for amounts
payable under the Plan) at any time with or without cause, or will
impose upon the Company, any of its affiliates or the Board, or their
respective agents and employees any liability whatsoever (whether in
contract, tort or otherwise) in connection with: (i) the lapsing of any
option pursuant to the Plan, (ii) the failure or refusal to exercise
any discretion under the Plan and/or (iii) a participant ceasing to be
a person who has the status or relationship of an employee or director
with the Company or any of its affiliates for any reason whatsoever as
a result of the termination of the employment relationship with the
Company or any of its affiliates.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SIGNET GROUP
plc
By: /s/ Walker Boyd
Name: Walker Boyd
Title: Group Finance
Director
Date: 23 June 2008