As filed with the Securities and Exchange Commission on November 25, 2022
Registration No. 333-268336
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
CREDIT SUISSE GROUP AG
(Exact Name of Registrant as Specified in Its Charter)
Canton of Zurich, Switzerland
(State or Other Jurisdiction of
Incorporation or Organization) | 98-0215385
(I.R.S. Employer
Identification No.) |
Paradeplatz 8
CH 8001 Zurich, Switzerland
+41 44 333 1111
(Address and telephone number of Registrant’s principal executive offices)
2022 Rights Offering
(Full Title of the Plan)
Crystal Lalime
General Counsel
Credit Suisse (USA), Inc.
Eleven Madison Avenue
New York, NY 10010
(212) 325-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Sebastian R. Sperber Cleary Gottlieb Steen & Hamilton LLP 2 London Wall Place London EC2Y 5AU, United Kingdom +44 20 7614 2200 | Markus Diethelm General Counsel Credit Suisse Group AG Paradeplatz 8 CH 8001 Zurich, Switzerland +41 44 333 1111 | Benjamin K. Leisinger Homburger AG Prime Tower Hardstrasse 201 CH 8005 Zurich, Switzerland + 41 43 222 10 00 |
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 | Accelerated filer | ¨ |
| | | | |
| Non-accelerated filer | ¨ | 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
On November 14, 2022, Credit Suisse Group AG, a company incorporated under the laws of Switzerland (the “Registrant”) filed a registration statement on Form S-8 (File No. 333-268336) (the “Registration Statement”). This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to the Registrant’s Registration Statement is being filed to include an updated opinion of Homburger AG with respect to the legality of the securities being registered attached as Exhibit 5.1 hereto. No awards were granted in reliance on the Registration Statement between the filing of the Registration Statement and the filing of this Post-Effective Amendment. Consequently, Exhibit 5.1 to this Post-Effective Amendment supersedes Exhibit 5.1 to the Registration Statement in all respects.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Zurich, Switzerland, on November 25, 2022.
| | CREDIT SUISSE GROUP AG |
| | |
| | By | /s/ Ulrich Körner |
| | | Name: | Ulrich Körner |
| | | Title: | Chief Executive Officer |
| | |
| | By | /s/ Dixit Joshi |
| | | Name: | Dixit Joshi |
| | | Title: | Chief Financial Officer |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the Registration Statement has been signed by the following persons in the following capacities on November 25, 2022.
Signatures | | Title |
| | | |
| /s/ Ulrich Körner | | Chief Executive Officer |
| Ulrich Körner | | (Principal Executive Officer) |
| | | |
| /s/ Dixit Joshi | | Chief Financial Officer |
| Dixit Joshi | | (Principal Accounting Officer) |
| | | |
* | | Chairman of the Board of Directors |
| Axel P. Lehmann | | |
| | | |
* | | Vice Chair of the Board of Directors |
| Christian Gellerstad | | |
| | | |
* | | Director |
| Mirko Bianchi | | |
| | | |
* | | Director |
| Iris Bohnet | | |
* | | Director |
| Clare Brady | | |
| | | |
| * | | Director |
| Keyu Jin | | |
| | | |
* | | Director |
| Shan Li | | |
| | | |
| | | Director |
| Seraina Macia | | |
| | | |
* | | Director |
| Blythe Masters | | |
| | | |
* | | Director |
| Richard Meddings | | |
| | | |
* | | Director |
| Amanda Norton | | |
| | | |
* | | Director |
| Ana Paula Pessoa | | |
| * By: | /s/ Dixit Joshi | |
| | Name: | Dixit Joshi | |
| | Title: | Attorney-in-fact | |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the Registration Statement has been signed by the following person in the following capacity on November 25, 2022.
CREDIT SUISSE (USA), INC.
| By: | /s/ Crystal Lalime | | Authorized Representative in the United States |
| | Name: | Crystal Lalime | | |
| | Title: | General Counsel | | |
EXHIBIT INDEX
