As filed with the Securities and Exchange Commission on February 7, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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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)
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Copies to:
Andrew Stumpff, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Tel. No.: (212) 450-4000
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CALCULATION OF REGISTRATION FEE
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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
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B Shares, nominal
value DKK 2 each................. 110,000 shares $11.88 $1,306,800.00 $120.23
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(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").
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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
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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
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*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.
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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
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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
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/s/ Lars Rebien Sorensen President & Chief Executive Officer February 7, 2002
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Lars Rebien Sorensen
/s/ Jesper Brandgaard Chief Financial Officer February 7, 2002
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Jesper Brandgaard
/s/ Mads 0vlisen Chairman February 7, 2002
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Mads 0vlisen
5
/s/ Kurt Anker Nielsen Vice Chairman February 7, 2002
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Kurt Anker Nielsen
/s/ Ulf J. Johansson Director February 7, 2002
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Ulf J. Johansson
/s/ Jorgen Wedel Director February 7, 2002
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Jorgen Wedel
/s/ Kurt Briner Director February 7, 2002
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Kurt Briner
/s/ Niels Jacobsen Director February 7, 2002
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Niels Jacobsen
/s/ Anne Marie Handrup Kverneland Director February 7, 2002
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Anne Marie Handrup Kverneland
/s/ Tove Daa Funder-Nielsen Director February 7, 2002
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Tove Daa Funder-Nielsen
/s/ Stig Strobaek Director February 7, 2002
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Stig Strobaek
6
AUTHORIZED REPRESENTATIVE
/s/ James C. Shehan
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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
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James C. Shehan
Attorney-in-Fact
Date: February 7, 2002
*By: /s/ Anthony Viceroy
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Anthony Viceroy
Attorney-in-Fact
Date: February 7, 2002
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EXHIBIT INDEX
Exhibit No. Description
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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
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*Incorporated by reference.