Delaware
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13-6174048
|
|
(State
of Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
No.)
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|
330
Madison Ave.
New
York, NY 10017
(212)
297-3600
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||
(Address
of Principal Executive Offices)
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Artio
Global Investors Inc. 2009 Stock Incentive Plan
(Full
Title of the Plan)
|
Adam
Spilka
General
Counsel and
Corporate
Secretary
Artio
Global Investors Inc.
330
Madison Ave.
New
York, NY 10017
(212)
297-3600
|
||
(Telephone
Number, Including Area Code, of Agents for
Service)
|
With
a copy to:
|
||
Michael Kaplan
Davis Polk &
Wardwell
LLP
450 Lexington Ave.
New York, NY 10017
(212) 450-4000
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Title
of Each Class of Securities to be Registered
|
Amount
To Be Registered(1)
|
Proposed
Maximum Offering Price Per Share(2)(3)
|
Proposed
Maximum Aggregate Offering Price(2)(3)
|
Amount
of Registration Fee(3)
|
Class
A common stock, par value $0.001 per
share
|
9,700,000
|
$26.00(2)
|
$252,200,000(2)
|
$14,073
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(1)
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This
Registration Statement on Form S-8 (the “Registration Statement”) covers
(A) shares of Class A common stock (“Class A Shares”) of Artio Global
Investors Inc. (the “Company” or the “Registrant”) reserved for issuance
under the Artio Global Investors Inc. 2009 Stock Incentive Plan (the
“Plan”) and (B) pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (“Securities Act”), any additional Class A Shares that become
issuable under outstanding options or the plan by reason of any stock
dividend, stock split, or other similar
transaction.
|
(2)
|
Computed
pursuant to Rule 457(h) of the Securities Act, solely for purposes of
computing the registration fee, based on the initial public offering price
indicated on the cover page of the Registrant’s Prospectus filed pursuant
to Rule 424(b)(4) of the Securities Act, Registration File No.
333-149178.
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(3)
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Rounded
up to the nearest penny.
|
Exhibit
Number
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||
4.1
|
Amended
and Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 of the Company’s Registration Statement on Form
S-1, as amended (Registration No. 333-149178))
|
|
4.2
|
Amended
and Restated Bylaws of the Company (incorporated by reference to Exhibit
3.2 of the Company’s Registration Statement on Form S-1, as amended
(Registration No. 333-149178))
|
|
5
|
Opinion
of Davis Polk & Wardwell LLP
|
|
23.1
|
Consent
of KPMG LLP, independent registered public accountants
|
|
23.2
|
Consent
of Davis Polk & Wardwell LLP (included in Exhibit
5)
|
|
24
|
Power
of Attorney (included in the signature pages hereof)
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|
99.1
|
Artio
Global Investors Inc. 2009 Stock Incentive Plan (incorporated by reference
to Exhibit 10.16 of the Company’s Registration Statement on Form S-1, as
amended (Registration No. 333-149178))
|
Artio Global
Investors Inc.
(Registrant)
|
|||
By: | /s/ Richard Pell | ||
Name: | Richard Pell | ||
Title: | Principal Executive Officer |
Signature
|
Title
|
Date
|
||
/s/
Richard Pell
|
Principal
Executive
|
|||
Richard
Pell
|
Officer
and Director
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September
29, 2009
|
||
/s/
Francis Harte
|
Principal
Financial and Accounting
|
|||
Francis
Harte
|
Officer
|
September
29, 2009
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||
/s/
Glen Wisher
|
||||
Glen
Wisher
|
President
and Director
|
September
29, 2009
|
||
/s/
Elizabeth Buse
|
||||
Elizabeth
Buse
|
Director
|
September
29, 2009
|
||
/s/
Duane R. Kullberg
|
||||
Duane
R. Kullberg
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Director
|
September
29, 2009
|
||
/s/
Francis Ledwidge
|
||||
Francis
Ledwidge
|
Director
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September
29, 2009
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Exhibit
Number
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||
4.1
|
Amended
and Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 of the Company’s Registration Statement on Form
S-1, as amended (Registration No. 333-149178))
|
|
4.2
|
Amended
and Restated Bylaws of the Company (incorporated by reference to Exhibit
3.2 of the Company’s Registration Statement on Form S-1, as amended
(Registration No. 333-149178))
|
|
5
|
Opinion
of Davis Polk & Wardwell LLP
|
|
23.1
|
Consent
of KPMG LLP, independent registered public accountants
|
|
23.2
|
Consent
of Davis Polk & Wardwell LLP (included in Exhibit
5)
|
|
24
|
Power
of Attorney (included in the signature pages hereof)
|
|
99.1
|
Artio
Global Investors Inc. 2009 Stock Incentive Plan (incorporated by reference
to Exhibit 10.16 of the Company’s Registration Statement on Form S-1, as
amended (Registration No.
333-149178))
|