Post-effective Amendment to an S-8 Filing (s-8 Pos)
January 10 2023 - 4:31PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on January 10, 2023
Registration No. 333-250207
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Novartis AG
(Exact name of registrant as specified in its charter)
Switzerland |
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N/A |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
Lichtstrasse 35
CH-4056 Basel, Switzerland
(Address of principal executive offices)
Novartis AG Long Term Incentive Plan
Novartis AG Deferred Share Bonus Plan
Novartis Corporation 2011 Stock Incentive Plan
for North American Employees
(Full title of the plan)
Karen L. Hale
Chief Legal Officer
Novartis AG
Lichtstrasse 35
CH-4056 Basel, Switzerland
(Name and address of agent for service)
+41 61 324 1111
(Telephone number, including area code, of agent
for service)
Copy to:
David M. Lynn
Morrison & Foerster LLP
2100 L Street, NW
Washington, D.C. 20037
(202) 778-1603
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 |
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Accelerated filer ¨ |
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Non-accelerated filer ¨ |
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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 Post-Effective Amendment No. 1 (the “Post-Effective
Amendment”) to the Registration Statement on Form S-8, File No. 333-250207 (the “Registration Statement”)
is filed by Novartis AG solely for the purpose of: (i) updating the incorporation by reference of the Articles of Incorporation of
Novartis AG and the Regulations of the Board of Directors, the Board Committees and the Executive Committee of Novartis AG; (ii) updating
the incorporation by reference of the Form of Second Amended and Restated Deposit Agreement among Novartis AG, JPMorgan Chase Bank,
N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder, including
the Form of ADR attached as Exhibit A thereto, and eliminating exhibits that are no longer required to be filed as a result
of this update; (iii) filing the Novartis AG Long Term Incentive Plan, adopted on January 22, 2014, and amended and restated
on December 15, 2022, as Exhibit 4.5 to the Registration Statement; (iv) filing the Novartis AG Deferred Share Bonus Plan,
adopted on January 22, 2014, and amended and restated on December 15, 2022, as Exhibit 4.6 to the Registration Statement;
and (v) filing the Novartis Corporation 2011 Stock Incentive Plan for North American Employees, adopted on November 11, 2010,
and amended and restated on December 9, 2022, as Exhibit 4.7 to the Registration Statement. No additional securities are being
registered. All items have been omitted from the Post-Effective Amendment other than the facing page, this explanatory note, Item
8, the signature page, Exhibit 4.5, Exhibit 4.6 and Exhibit 4.7.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Exhibit
Number |
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Exhibit |
4.1 |
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Articles of Incorporation of Novartis AG, as amended March 2, 2021 (English translation) (incorporated by reference to Exhibit 4.1 to Novartis AG’s registration statement on Form S-8 (File No. 333-258081) as filed with the Commission on July 22, 2021) |
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4.2 |
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Regulations of the Board of Directors, the Board Committees and the Executive Committee of Novartis AG, effective January 1, 2021 (incorporated by reference to Exhibit 1.2 to Novartis AG’s Annual Report on Form 20-F (File No. 001-15024) as filed with the Commission on January 26, 2021) |
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4.3 |
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Form of Second Amended and Restated Deposit Agreement among Novartis AG, JPMorgan Chase Bank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, including the Form of ADR attached as Exhibit A thereto (incorporated by reference to Exhibit (a) to Novartis AG’s registration statement on Form F-6 (File No. 333-198623) as filed with the Commission on December 16, 2022) |
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4.4 |
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Form of American Depositary Receipt (included as Exhibit A to Exhibit 4.3) |
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4.5* |
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Novartis AG Long Term Incentive Plan, adopted on January 22, 2014, and amended and restated on December 15, 2022 |
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4.6* |
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Novartis AG Deferred Share Bonus Plan, adopted on January 22, 2014, and amended and restated on December 15, 2022 |
|
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4.7* |
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Novartis Corporation 2011 Stock Incentive Plan for North American Employees, adopted on November 11, 2010, and amended and restated on December 9, 2022 |
|
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5.1 |
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Opinion of Bär & Karrer AG (incorporated by reference to Novartis AG’s registration statement on Form S-8 (File No. 333-250207) as filed with the Commission on November 19, 2020) |
|
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23.1 |
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Consent of Independent Auditors - PricewaterhouseCoopers AG (incorporated by reference to Novartis AG’s registration statement on Form S-8 (File No. 333-250207) as filed with the Commission on November 19, 2020) |
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24 |
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Powers of Attorney (incorporated by reference to the signature page of Novartis AG’s registration statement on Form S-8 (File No. 333-250207) as filed with the Commission on November 19, 2020) |
* Filed herewith.
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
(File No. 333-250207) to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, Switzerland on January 10,
2023.
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NOVARTIS AG |
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By: |
/s/ Christian Rehm |
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Name: |
Christian Rehm |
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Title: |
Authorized Signatory |
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By: |
/s/ Daniel Weiss |
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Name: |
Daniel Weiss |
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Title: |
Authorized Signatory |
Pursuant to the
requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File
No. 333-250207) has been signed by the following persons in the capacities indicated on this 10th
day of January, 2023.
SIGNATURE |
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TITLE |
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* |
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Chief Executive Officer |
Vasant Narasimhan, M.D. |
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(principal executive officer) |
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* |
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Chief Financial Officer |
Harry Kirsch |
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(principal financial and accounting officer) |
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* |
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Chair of the Board of Directors |
Joerg Reinhardt, Ph.D. |
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* |
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Vice-Chair of the Board of Directors |
Simon Moroney, D.Phil. |
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* |
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Director |
Nancy C. Andrews, M.D. Ph.D. |
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* |
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Director |
Ton Buechner |
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* |
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Director |
Patrice Bula |
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* |
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Director |
Elizabeth Doherty |
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* |
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Director |
Bridgette Heller |
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Director |
Daniel Hochstrasser |
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* |
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Director |
Frans van Houten |
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* |
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Director |
Andreas von Planta, Ph.D. |
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SIGNATURE |
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TITLE |
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Director |
Ana de Pro Gonzalo |
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* |
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Director |
Charles L. Sawyers, M.D. |
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* |
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Director |
William T. Winters |
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*By: |
/s/ Christian Rehm |
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Christian Rehm |
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As Attorney-In-Fact |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of the Securities Act of 1933, the undersigned certifies that it is the duly authorized United States representative of the Registrant
and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-250207) to
be signed on its behalf by the undersigned, thereunto duly authorized, in East Hanover, New Jersey on January 10,
2023.
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/s/ Jaime Huertas |
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Jaime Huertas |
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