As filed with the Securities and Exchange Commission on February 20, 2024
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ASTRAZENECA PLC
(Exact name of registrant as specified in its charter)
| England and Wales (State or other jurisdiction of incorporation or organization) | Not Applicable (I.R.S. Employer Identification No.) |
1 Francis Crick Avenue
Cambridge Biomedical Campus
Cambridge CB2 0AA
England
(Address of principal executive offices)
ASTRAZENECA GLOBAL RESTRICTED STOCK PLAN
(Full title of the plan)
CT Corporation System
28 Liberty Street
New York, NY 10005
Tel: +1-212-894-8940
(Name, address and telephone
number of agent for service)
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. (Check one)
| x Large accelerated filer | ¨ 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
This Registration Statement on Form S-8 (this “Registration Statement”) registers an additional 20,000,000 Ordinary Shares, par value $0.25 each (“Ordinary Shares”), of AstraZeneca PLC (the “Company”), represented by an additional 40,000,000 American Depositary Shares, each representing one half of one Ordinary Share (“ADSs”), that may be offered or sold pursuant to an increase in the number of Ordinary Shares that may be awarded under the AstraZeneca Global Restricted Stock Plan (the “GRSP”), as amended by the Remuneration Committee of the Company’s Board of Directors on December 13, 2023. The GRSP provides that Ordinary Shares or ADSs will be purchased by the trustee of the GRSP for the accounts of the participants on the open market. The GRSP does not provide for Ordinary Shares to be issued by the Company out of its authorized and unissued Ordinary Shares. The additional securities are of the same class as other securities relating to the GRSP for which the Company’s Registration Statement on Form S-8 (File No. 333-240298) filed on August 3, 2020 (the “Prior Registration Statement”) is effective. The information contained in the Prior Registration Statement is hereby incorporated by reference pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Not applicable. Because no original issuance securities are to be registered hereunder, no opinion of counsel regarding the legality of the securities being registered hereunder is required pursuant to Item 8(a)(i) of Form S-8.
Item 8. Exhibits.
* Filed herewith
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Pursuant to the requirements of the Securities Act, AstraZeneca PLC 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 London on February 20, 2024.
| ASTRAZENECA PLC | |||
| By | /s/ Adrian Kemp | ||
| Name: | Adrian Kemp | ||
| Title: | Company Secretary | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Adrian Kemp and Matthew Bowden (with full power to each of them to act alone), as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign and file with the Securities and Exchange Commission any and all amendments and post-effective amendments to this Registration Statement, with exhibits thereto and any and all other documents that may be required in connection therewith, granting unto each 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 and about the premises, as fully to all intents and purposes as might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any substitutes therefor, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | ||
/s/ Pascal Soriot | Executive Director and Chief Executive Officer | February 20, 2024 | ||
| Pascal Soriot | (Principal Executive Officer) | |||
| /s/ Aradhana Sarin | Executive Director and Chief Financial Officer | February 20, 2024 | ||
| Aradhana Sarin | (Principal Financial Officer) | |||
| /s/ Mani Sharma | SVP, Group Financial Controller | February 20, 2024 | ||
| Mani Sharma | (Principal Accounting Officer) | |||
| /s/ Michael Demaré | Non-Executive Chairman of the Board | February 20, 2024 | ||
| Michael Demaré | ||||
| /s/ Philip Broadley | Senior Independent Non-Executive Director | February 20, 2024 | ||
| Philip Broadley | ||||
| /s/ Euan Ashley | Non-Executive Director | February 20, 2024 | ||
| Euan Ashley | ||||
| /s/ Deborah DiSanzo | Non-Executive Director | February 20, 2024 | ||
| Deborah DiSanzo |
| |||
| /s/ Diana Layfield | Non-Executive Director | February 20, 2024 | ||
| Diana Layfield | ||||
| /s/ Anna Manz | Non-Executive Director | February 20, 2024 | ||
| Anna Manz | ||||
| /s/ Sheri McCoy | Non-Executive Director | February 20, 2024 | ||
| Sheri McCoy | ||||
| /s/ Tony Mok | Non-Executive Director | February 20, 2024 | ||
| Tony Mok | ||||
| /s/ Nazneen Rahman | Non-Executive Director | February 20, 2024 | ||
| Nazneen Rahman | ||||
| /s/ Andreas Rummelt | Non-Executive Director | February 20, 2024 | ||
| Andreas Rummelt | ||||
| /s/ Marcus Wallenberg | Non-Executive Director | February 20, 2024 | ||
| Marcus Wallenberg |
| Authorized Representative | ||||
| /s/ Mariam Koohdary | February 20, 2024 | |||
| Mariam Koohdary, as duly authorized representative of AstraZeneca PLC in the United States |
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