As filed with the Securities and Exchange Commission on January 30, 2024
No. 333-189721
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
Fresenius Medical Care AG
(Exact name of registrant as specified in its charter)
Germany | 04-3534941 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.
| ||
Else-Kröner Strasse 1 61352 Bad Homburg Germany | Fresenius Medical Care Holdings, Inc. 920 Winter Street Waltham MA 02451-1547 | ||
011-49-6172-609-0 | 781 699-9000 | ||
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) | (Name, address, including zip code, and telephone number,
With a copy to: | ||
Robert A. Grauman, Esq | |||
Special Counsel – Global Legal Function | |||
Fresenius Medical Care North America Law Department 920 Winter Street Waltham MA 02451-1547 | |||
Fresenius Medical Care Aktiengesellschaft 2001 International Stock Incentive Plan
FRESENIUS MEDICAL CARE AG & CO. kgaA stock option plan 2011
(Full title of the plans)
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 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. ¨
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 of Fresenius Medical Care AG (formerly known as Fresenius Medical Care AG & Co. KGaA), a German stock corporation (the “Registrant”), Registration No. 333-189721 (the “Registration Statement”), originally filed with the U.S. Securities and Exchange Commission on July 1, 2013, covering an aggregate of 12,032,006 ordinary shares without par value of the Registrant issuable under the Fresenius Medical Care AG & Co. KGaA Stock Option Plan 2011 and the Fresenius Medical Care Aktiengesellschaft 2001 International Stock Incentive Plan (collectively, the “Plans”).
Effective December 31, 2023, all previously issued options under the Plans had expired in accordance with the respective terms of the Plans and such options. In accordance with the undertakings made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that had been registered which remain unsold at the termination of the offering, the Registrant, by filing this Post-Effective Amendment, hereby terminates the effectiveness of the Registration Statement and removes from registration any and all securities registered but unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the termination of such offering and the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (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 Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Bad Homburg, Germany, on this 30th day of January, 2024.*
FRESENIUS MEDICAL CARE AG | ||
By: | /s/ Helen Giza | |
Name: | Helen Giza | |
Title: | Chief Executive Officer and Chair of the Management Board | |
By: | /s/ Martin Fischer | |
Name: | Martin Fischer | |
Title: | Chief Financial Officer and Member of the Management Board |
* Pursuant to Rule 478 under the Securities Act no other person is required to sign this Post-Effective Amendment.