Registration No. 333-
As filed with the Securities and Exchange Commission on April 24, 2002.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Alcon, Inc.
(Exact Name of Registrant as Specified in its Charter)
Switzerland
(State or Other Jurisdiction of Incorporation or Organization)
98-0205094
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(I.R.S. Employer Identification No.)
Bosch 69
P.O. Box 62
6331 Hunenberg, Switzerland
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(Address of Principal Executive Offices) (Zip Code)
2002 Alcon Incentive Plan
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(Full Title of the Plan)
Timothy R.G. Sear
Alcon Laboratories, Inc.
6201 South Freeway
Fort Worth, Texas 76134-2099
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(Name and Address of Agent For Service)
(817) 293-0450
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
John T. Gaffney, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
- ------------------------------------------------------------------------------
Common shares, 27,834,301 $32.20 $896,264,492 $82,456
Par Value CHF 0.20 Shares
Per Share
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- --------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
based on the average of the high and low prices for shares of Common Stock
reported on the New York Stock Exchange on April 23, 2002.
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Explanatory Note
This Registration Statement is being filed for the purpose of registering
27,834,301 common shares of Alcon, Inc. (the "Company") to be issued pursuant
to the 2002 Alcon Incentive Plan, a copy of which is filed herewith as
Exhibit 4.1.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Commission.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission are
incorporated herein by reference and made a part hereof:
(i) the prospectus of the Company filed pursuant to Rule 424(b)
under the Securities Act, dated March 20, 2002, with respect to
the registration statement on Form F-1, as amended
(Registration No. 333-83286) (the "Prospectus"); and
(ii) the description of the Company's common shares contained in the
Company's Registration Statement on Form 8-A dated March 14,
2002, including any subsequent amendment or any report filed
for the purpose of updating such description (Registration No.
001-31269).
All annual reports of the 2002 Alcon Incentive Plan subsequently
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and all documents subsequently filed by
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document that is incorporated by reference herein
modifies or supersedes such earlier 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.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Article X, Section 3 of the Registrant's Organizational Regulations
provides that the Registrant may obtain directors' and officers'
liability insurance for members of the Board of Directors of the
Registrant and key executive officers of the Registrant and its
subsidiaries. Pursuant to this authority, the Registrant expects to
obtain directors' and officers' liability insurance for the members of
the Board of Directors and certain officers of the Registrant and the
officers and directors of certain subsidiaries of the Registrant.
The Registrant also expects to enter into Indemnification Agreements
with each of the members of its Board of Directors and certain of its
officers pursuant to which the Registrant will advance funds to members
of the Registrant's Board of Directors and these officers to defray
expenses, or reimburse the expenses, incurred by such persons arising out
of proceedings related to their actions in such capacities. The
availability of the advance and/or reimbursement of expenses is subject
to a determination by the disinterested members of the Board of Directors
of the Registrant that the person seeking an advance or reimbursement of
expenses acted in good faith and in the best interests of the Registrant.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit
No. Description
4.1 2002 Alcon Incentive Plan (incorporated by reference to Exhibit 10.2
to Amendment No. 1 to the Company's Form F-1, filed with the
Commission on March 14, 2002 (Registration No. 333-83286)).
4.2 Articles of Association of the Company dated as of March 25, 2002
(incorporated by reference to Exhibit 99.1 to the Company's Report
on Form 6-K, filed with the Commission on April 18, 2002).
4.3 Organizational Regulations of the Company (incorporated by reference
to Exhibit 3.2 to Amendment No. 1 to the Company's Form F-1, filed
with the Commission on March 14, 2002 (Reg. No. 333-83286)).
5.1 Opinion of Homburger Rechtsanwalte as to the legality of the
securities being registered.
23.1 Consent of Homburger Rechtsanwalte (included in Exhibit 5.1).
23.2 Consent of KPMG LLP, Independent Auditors.
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are 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 the 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; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change in 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 Section 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 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
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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
Pursuant to the requirements of the Securities Act of 1933, 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 the City of Hunenberg, Canton of Zug,
Switzerland on April 24, 2002.
ALCON INC.
By: /s/ Timothy R.G. Sear
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Name: Timothy R.G. Sear
Title: Chairman and President
By: /s/ Guido Koller
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Name: Guido Koller
Title: Senior Vice President
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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 date indicated.
Signature Title Date
/s/ Timothy R.G. Sear Chairman, President and April 24, 2002
- ------------------------------- Director
Timothy R.G. Sear (Principal executive officer)
/s/ Guido Koller Senior Vice President April 24, 2002
- ------------------------------- (Principal financial and
Guido Koller accounting officer)
/s/ Werner Bauer Director April 24, 2002
- -------------------------------
Werner Bauer
/s/ Francisco Castaner Director April 24, 2002
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Francisco Castaner
/s/ Wolfgang H. Reicherberger Director April 24, 2002
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Wolfgang H. Reichenberger
/s/ Lodewijk J.R. de Vink Director April 24, 2002
- -------------------------------
Lodewijk J.R. de Vink
EXHIBIT INDEX
Exhibit
No. Description
4.1 2002 Alcon Incentive Plan (incorporated by reference to Exhibit 10.2
to Amendment No. 1 to the Company's Form F-1, filed with the
Commission on March 14, 2002 (Registration No. 333-83286)).
4.2 Articles of Association of the Company (incorporated by reference to
Exhibit 99.1 to the Company's Report on Form 6K, filed with the
Commission on April 18, 2002).
4.3 Organizational Regulations of the Company (incorporated by reference
to Exhibit 3.2 to Amendment No. 1 to the Company's Form F-1, filed
with the Commission on March 14, 2002) (Registration No.
333-83286)).
5.1 0pinion of Homburger Rechtsanwalte as to the legality of the
securities being registered.
23.1 Consent of Homburger Rechtsanwalte (included in Exhibit 5.1).
23.2 Consent of KPMG LLP, Independent Auditors.