Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Amersham plc
| England and Wales (State or Other Jurisdiction of Incorporation or Organization) | None (I.R.S. Employer Identification No.) | |
| Amersham Place Little Chalfont Buckinghamshire, England HP79NA (Address of principal executive offices) | None (Zip Code) |
Amersham plc 2001 Executive Share Option Scheme
(Full title of the plan)
Jeffrey J. Freedman, Esq.
Vice President & General Counsel
Amersham Health Inc.
101 Carnegie Center
Princeton, NJ 08540-6231
(Name and address of agent for service)
(609) 514-6402
(Telephone number, including area code, of agent for service)
Copy of all communications to:
Brian J. Dougherty
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-4833
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered(1) | Amount to be registered(1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee (3) | ||||
| Ordinary Shares | 1,000,000 | $61.80 | $61,800,000 | $4,999.62 | ||||
| Less Fee Credit | <$4,999.62> | |||||||
| Net Fee | $0 | |||||||
| (1) | This registration statement covers 1,000,000 Ordinary Shares of the Company which may be offered or sold pursuant to the Amersham plc 2001 Executive Share Option Scheme (formerly called the Nycomed Amersham plc 2001 Executive Share Option Scheme). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. Pursuant to Rule 457(h)(2), no separate registration fee is required with respect to the interests in the plan. This registration statement also relates to an indeterminate number of Ordinary Shares which may be issued upon stock splits, stock dividends, or similar transactions in accordance with Rule 416. | |
| (2) | Estimated pursuant to Rule 457(c) and (h) solely for the purpose of calculating the registration fee, based upon the average of the high and low November 6, 2003 sales prices of the Company’s Ordinary Shares on the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited. The price per share has been converted into U.S. dollars using the applicable exchange rate on November 6, 2003. | |
| (3) | Unsold securities registered in connection with the Amersham North America Stock Option Plan 2000 shall be deregistered on the date of filing of this Registration Statement. Registration fees associated with 2,500,000 of securities under the Amersham North America Stock Option Plan 2000 will be offset against the current registration fee in accordance with Rule 457 of the Securities Act and Release No. 33-7943. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement on Form S-8 (the “Registration Statement”) relates to the registration of an additional 1,000,000 shares (the “Shares”) of Common Stock. The Shares are securities of the same class and relate to the same employee benefit plan, the Amersham plc 2001 Executive Share Option Scheme, as those registered pursuant to the Registrant’s registration statement on Form S-8, previously filed with the Securities and Exchange Commission on July 11, 2001. The earlier registration on Form S-8, Registration No. 333-13712, is hereby incorporated by reference in this document.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration Statement.
| Exhibit | ||
| Number | Exhibit | |
| 5.1 | Opinion of Freshfields | |
| 23.1 | Consent of PricewaterhouseCoopers | |
| 24.1 | Power of Attorney (set forth on the signature page of this Registration Statement) |
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Buckinghamshire, England on November 6, 2003.
| AMERSHAM PLC | ||||
| By: | /s/ Giles F.B. Kerr | |||
| Giles F.B. Kerr | ||||
| Finance Director | ||||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Giles F.B. Kerr such person’s true and lawful attorney-in-fact and agent, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this 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, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such filing, as fully as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on November 6, 2003.
| Signature | Title | |
| /s/ Robert E. B. Allnutt Robert E. B. Allnutt | Secretary | |
| /s/ George Battersby George Battersby | Director | |
| /s/ Donald H. Brydon Donald H. Brydon | Chairman | |
| /s/ William N. Castell William M. Castell | Chief Executive (Principal Executive Officer) | |
| /s/ David Challen David Challen | Director | |
| /s/ John H. Johansen John H. Johansen | Director | |
| /s/ Giles F.B. Kerr Giles F.B. Kerr | Finance Director (Principal Financial Officer) | |
| /s/ Peter Loescher Peter Loescher | Director |
| Signature | Title | |
| /s/ Johan Fr. Odfjell Johan Fr. Odfjell | Deputy Chairman | |
| /s/ John S. Patterson John S. Patterson | Director | |
| /s/ Keith Peters Keith Peters | Director | |
| /s/ Jacques F. Rejeange Jacques F. Rejeange | Director | |
| /s/ Erik Thorsby Erik Thorsby | Director | |
| /s/ Jeffrey J. Freedman Jeffrey J. Freedman | Authorized Representative in the United States |
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Amersham plc 2001 Executive Share Option Scheme has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Princeton, New Jersey on November 6, 2003.
| AMERSHAM PLC 2001 EXECUTIVE SHARE OPTION SCHEME | ||||
| By: | /s/ Giles F.B. Kerr | |||
| Name: Giles F.B. Kerr | ||||
| Title: Finance Director | ||||
