-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UWCd38d1TZma4RRaVV6UnYAgKZ5AiLh7h5m4h8BeHTcmfoejZ2is1enzokWwdhqo dg1rdld6Zlei+6Fmgffj/A== 0000950103-02-000117.txt : 20020414 0000950103-02-000117.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950103-02-000117 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020207 EFFECTIVENESS DATE: 20020207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVO NORDISK A S CENTRAL INDEX KEY: 0000353278 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-82318 FILM NUMBER: 02529808 BUSINESS ADDRESS: STREET 1: NOVO ALLE DK 2880 CITY: BAGSVAERD DENMARK STATE: G7 ZIP: 00000 BUSINESS PHONE: 4544448888 MAIL ADDRESS: STREET 1: NOVO ALLE DK 2880 CITY: BAGSVAERD DENMARK STATE: G7 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: NOVO NORDISK A/S DATE OF NAME CHANGE: 19900807 FORMER COMPANY: FORMER CONFORMED NAME: NOVO INDUSTRI A S /DENMARK/ DATE OF NAME CHANGE: 19890811 S-8 1 feb0502_s8.txt As filed with the Securities and Exchange Commission on February 7, 2002 Registration No. 333-_____ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------- NOVO NORDISK A/S (Exact name of registrant as specified in its charter) Kingdom of Denmark None (State or other jurisdiction of (I.R.S. Employer incorporation Identification No.) or organization) Novo Alle DK-2880 Bagsvaerd Denmark Tel. No.: (45) 44-44-88-88 (Address, including zip code, and telephone number including area code, of registrant's principal executive offices) NOVO NORDISK 2002 EMPLOYEE SHARE OFFERING PLAN (Full title of plan) --------- James C. Shehan, Esq. General Counsel Novo Nordisk of North America, Inc. 405 Lexington Avenue, Suite 6400 New York, New York 10017 Tel. No.: (212) 867-0123 Fax No.: (212) 867-0298 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------- Copies to: Andrew Stumpff, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Tel. No.: (212) 450-4000 --------- CALCULATION OF REGISTRATION FEE ====================================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of to be Registered Registered(1) Share(2) Price(2) Registration Fee - ---------------------------------------------------------------------------------------------------------------------- B Shares, nominal value DKK 2 each................. 110,000 shares $11.88 $1,306,800.00 $120.23 ======================================================================================================================
(1) The amount of B Shares being registered represents the estimated maximum aggregate amount of B Shares issuable to the employees of Novo Nordisk A/S ("Novo Nordisk") in the United States pursuant to Novo Nordisk's 2002 Employee Share Offering Plan. (2) Calculated pursuant to Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"). =============================================================================== PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of this Registration Statement have been or will be delivered to employees eligible to participate in the Novo Nordisk 2002 Employee Share Offering Plan as specified by Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference. The following documents are incorporated herein by reference: (a) Annual Report on Form 20-F for the year ended December 31, 2000 of Novo Nordisk ("Company" or "Registrant"), filed pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). (b) Novo Nordisk's Reports on Form 6-K filed as follows: o January 9, 2001 o January 29, 2001 o February 9, 2001 o March 2, 2001 o March 13, 2001 o March 22, 2001 o April 12, 2001 o April 12, 2001 o May 11, 2001 o July 16, 2001 o August 13, 2001 o September 4, 2001 o September 4, 2001 o September 24, 2001 o October 2, 2001 o October 9, 2001 o December 28, 2001 o December 28, 2001 o January 2, 2002 o January 11, 2002; and o January 16, 2002 (c) The description of Novo Nordisk's B Shares filed on Form F-3 contained in Registration Statement No. 33-40687 dated May 21, 1991, as amended on May 31, 1991, and as described in Novo Nordisk's Annual Report on Form 20-F for the fiscal year ended December 31, 2000. In addition, all documents filed subsequent to the filing of the 20-F for the year ending December 31, 2000, by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained herein in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in a subsequently filed document incorporated herein by reference, 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. 2 ITEM 4. Description of Securities. Not applicable. ITEM 5. Interests of Named Experts and Counsel. Not applicable ITEM 6. Indemnification of Directors and Officers. Novo Nordisk maintains an insurance policy that may, under certain circumstances, result in the indemnification of Novo Nordisk and its executive officers against liabilities, which they may incur in such capacities. The financial statements incorporated in this Registration Statement by reference to Novo Nordisk's Annual Report on Form 20-F for the fiscal year ended December 31, 2000 have been so incorporated in reliance on the report of PricewaterhouseCoopers, independent accountants, given on the authority of said firm as experts in auditing and accounting. ITEM 7. Exemption from Registration Claimed. Not applicable. ITEM 8. Exhibits Exhibit No. Description ----------- ----------- 4.1 Articles of Association of Novo Nordisk, filed in English in Novo Nordisk's Annual Report on Form 20-F (Commission File No. 001-08164) for the fiscal year ended December 31, 2000 and as amended on March 22, 2001 in Form 6-K* 5 Not required per Form S-8; Item 8(a) 23.1 Consent of PricewaterhouseCoopers 24 Power of Attorney (Included on signature pages to this Registration Statement) 99.1 Purchase form for B-shares in Novo Nordisk - Approved Program 99.2 Purchase form for B-shares in Novo Nordisk - Supplementary Program - --------- *Incorporated by reference. ITEM 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; 3 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 4 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act, 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 Copenhagen, Denmark, on the 7th day of February, 2002. NOVO NORDISK A/S By: /s/ Lars Rebien Sorensen -------------------------------------- Lars Rebien Sorensen President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints, James C. Shehan and Anthony Viceroy, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable the Registrant to comply with the Securities Act, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of this Registration Statement on Form S-8 under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Lars Rebien Sorensen President & Chief Executive Officer February 7, 2002 - -------------------------------- Lars Rebien Sorensen /s/ Jesper Brandgaard Chief Financial Officer February 7, 2002 - -------------------------------- Jesper Brandgaard /s/ Mads 0vlisen Chairman February 7, 2002 - -------------------------------- Mads 0vlisen 5 /s/ Kurt Anker Nielsen Vice Chairman February 7, 2002 - -------------------------------- Kurt Anker Nielsen /s/ Ulf J. Johansson Director February 7, 2002 - -------------------------------- Ulf J. Johansson /s/ Jorgen Wedel Director February 7, 2002 - -------------------------------- Jorgen Wedel /s/ Kurt Briner Director February 7, 2002 - -------------------------------- Kurt Briner /s/ Niels Jacobsen Director February 7, 2002 - -------------------------------- Niels Jacobsen /s/ Anne Marie Handrup Kverneland Director February 7, 2002 - -------------------------------- Anne Marie Handrup Kverneland /s/ Tove Daa Funder-Nielsen Director February 7, 2002 - -------------------------------- Tove Daa Funder-Nielsen /s/ Stig Strobaek Director February 7, 2002 - ------------------------------ Stig Strobaek
6 AUTHORIZED REPRESENTATIVE /s/ James C. Shehan - --------------------------- James C. Shehan as the duly authorized representative of Novo Nordisk A/S in the United States Date: February 7, 2002 7 *By: /s/ James C. Shehan ----------------------- James C. Shehan Attorney-in-Fact Date: February 7, 2002 *By: /s/ Anthony Viceroy ----------------------- Anthony Viceroy Attorney-in-Fact Date: February 7, 2002 8 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 4.1 Articles of Association of Novo Nordisk, filed in English in Novo Nordisk's Annual Report on Form 20-F (Commission File No. 001-08164) for the fiscal year ended December 31, 2000 and as amended on March 22, 2001 in Form 6-K* 5 Not required per Form S-8; Item 8(a) 23.1 Consent of PricewaterhouseCoopers 24 Power of Attorney (Included on signature pages to this Registration Statement) 99.1 Purchase form for B-shares in Novo Nordisk - Approved Program 99.2 Purchase form for B-shares in Novo Nordisk - Supplementary Program - --------- *Incorporated by reference. EX-23.1 3 feb0502_ex2301.txt EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated February 20, 2001 relating to the financial statements of Novo Nordisk A/S. This report appears on page 34 of the Annual Report of Novo Nordisk A/S on Form 20-F (Commission File No. 001-08164) for the year ended December 31, 2000. /s/ PricewaterhouseCoopers - -------------------------- PricewaterhouseCoopers Copenhagen, Denmark February 7, 2002 EX-99.1 4 feb0502_ex9901.txt EXHIBIT 99.1 Purchase form for B-shares in Novo Nordisk A/S - Approved Program In accordance with the Board's approval of 8th of May 2001 to sell B-shares to the employees, I purchase the following number of Novo Nordisk A/S B-shares, each nominally valued at DKK 2, at a price of 100 DKK per share. (to be completed in capital letters) - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- Postal code/town - -------------------------------------------------------------------------------- Country - -------------------------------------------------------------------------------- (Number of shares) - -------------------------------------------------------------------------------- Declaration concerning tax Liability I, the undersigned, hereby declare, that I have not and will not at any time in the period 1 November 1999 - 1 April 2002 be comprised by section one of the Danish act on withholding tax (full tax liability) or section 2 of the Danish act on withholding tax (limited tax liability) of the income that forms the basis of my participation in this employee share program. Declaration concerning the amount of the benefit To the best of my knowledge, the benefit as defined in the information memorandum does not exceed 10% of my gross annual salary as defined in the information memorandum. Depository The shares will be placed in trust, in a separate share deposit with Danske Bank in Denmark until the end of 2004. Payment The terms of payment are subject to an agreement between Novo Nordisk (employer) and the purchaser of B-shares. Dividends Future dividend payments will be deposited in an account to be established in Danske Bank, Holmens Kanal, DK 1090 Copenhagen K, Denmark. The shares purchased will be entered in the Novo Nordisk A/S register of shareholders, in the name of the purchaser. I hereby place a binding order for the purchase of the above number of B-shares in Novo Nordisk A/S and declare that I accept the terms and conditions listed in the information memorandum. Place ___________________ Date ___________2002 Signature - -------------------------------------------------------------------------------- The form should be sent to: For company use: For bank use: Received and accepted / 2002 Deposit no. EX-99.2 5 feb0502_ex9902.txt EXHIBIT 99.2 Purchase form for B-shares in Novo Nordisk A/S - Supplementary Program In accordance with the Board's approval of 8th of May 2001 to sell B-shares to the employees, I purchase the following number of Novo Nordisk A/S B-shares, each nominally valued at DKK 2, at a price of 100 DKK per share. (to be completed in capital letters) - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- Postal code/town - -------------------------------------------------------------------------------- Country - -------------------------------------------------------------------------------- (Number of shares) - -------------------------------------------------------------------------------- Declaration concerning tax Liability I, the undersigned, hereby declare, that I have not and will not at any time in the period 1 November 1999 - 1 April 2002 be comprised by section one of the Danish act on withholding tax (full tax liability) or section 2 of the Danish act on withholding tax (limited tax liability) of the income that forms the basis of my participation in this employee share program. Depository The shares will be placed in trust, in a separate share deposit with Danske Bank in Denmark until the end of 2004. Payment The terms of payment are subject to an agreement between Novo Nordisk (employer) and the purchaser of B-shares. Dividends Future dividend payments will be deposited in an account to be established in Danske Bank, Holmens Kanal, DK 1090 Copenhagen K, Denmark. The shares purchased will be entered in the Novo Nordisk A/S register of shareholders, in the name of the purchaser. I hereby place a binding order for the purchase of the above number of B-shares in Novo Nordisk A/S and declare that I accept the terms and conditions listed in the information memorandum. Place _____________ Date _____________ 2002 Signature - -------------------------------------------------------------------------------- The form should be sent to: For company use: For bank use: Received and accepted / 2002 Deposit no. -----END PRIVACY-ENHANCED MESSAGE-----