As filed with the Securities and Exchange Commission on October 1, 2004
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Novartis AG
(Exact name of registrant as specified in its charter)
Switzerland Not applicable
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Lichtstrasse 35
CH-4056 Basel, Switzerland
(Address of principal executive offices)
Novartis Corporation 2001 Stock Incentive Plan for North American Employees
(as amended through February 4, 2004)
(Full title of the plan)
Novartis Corporation
608 Fifth Avenue
New York, New York 10020
(212) 307-1122 (Name and
address of agent for service)
copies to:
James B. Carlson
Mayer, Brown Rowe& Maw LLP
1675 Broadway
New York, New York 10019-5820
(212) 506-2500
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Registration Fee
Registered Registered(2) Share(3) Price(3)
----------------------------------- ----------------- ---------------------- ---------------------- ------------------
Ordinary Shares of Novartis AG,
nominal value CHF 0.50 per share 15,000,000 $46.50 $697,500,000 $88,443.00
("Shares") (1)
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(1) The Shares will be represented by American Depositary Shares (ADSs),
each of which currently represents one Share. A separate Registration
Statement on Form F-6 (333-11758) has been filed for the registration
of ADSs evidenced by American Depositary Receipts issuable upon deposit
of the Shares.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act")there is also being registered such number of
additional Shares that may become available for purchase pursuant to
the Novartis Corporation 2001 Stock Incentive Plan for North American
Employees (as amended through February 4, 2004) in the event of certain
changes in the outstanding Shares, including reorganizations, mergers,
recapitalizations, restructurings, stock dividends, stock splits,
reverse stock splits and reclassifications.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and 457(c) under the Securities Act, based upon
the average of the high and low prices for the registrant's Shares
reported on the Swiss Exchange on September 28, 2004, translated into
U.S. dollars at the noon buying rate in New York City for cable
transfers in Swiss francs as certified for customs purposes by the
Federal Reserve Bank of New York on that date.
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents (File No. 1-15024), which have heretofore been filed by
Novartis AG ("Company" or "Registrant") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference herein and shall be
deemed to be a part hereof:
(a) Annual Report on Form 20-F for the year ended December 31, 2003, filed
with the Commission on January 30, 2004;
(b) Reports on Form 6-K dated and filed with the Commission on April 22,
2004, June 3, 2004 (with respect to the filing of Amended and Restated
Articles of Incorporation of the Company) and July 20, 2004; and
(c) The description of Ordinary Shares included in the Form 20-F.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
termination of the offering of the securities registered on this registration
statement shall be deemed to be incorporated by reference into this registration
statement and to be a part of this registration statement from the date of
filing of such documents. Any statement contained in this registration statement
or in a document incorporated or deemed to be incorporated by reference into
this registration statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
in this registration statement, or in any subsequently filed document which is
incorporated or deemed to be incorporated by reference into this registration
statement, 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Novartis does indemnify its directors and officers with respect to general civil
liability which they may incur in connection with their activities on its
behalf.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) 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 of 1933;
(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.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii)To include any additional or changed 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)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be treated to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
treated to be the initial bona fide offering thereof.
(c) To file a post-effective amendment to remove from registration any of
the securities being registered that remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 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.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 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 of 1933 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 of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Basel, Switzerland, on October 1, 2004.
NOVARTIS AG
By:
--------------------------------
Name: Urs Barlocher
Title: Head of Legal and General
Affairs, Novartis Group
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints any two of Daniel Vasella, Raymond Breu
and Urs Baerlocher, as his or her true and lawful attorney with power of
substitution and resubstitution to sign in his or her name, place and stead in
any and all capacities this registration statement and any and all amendments
thereto (including post-effective amendments), any registration statements
pursuant to Rule 462 promulagated under the Securities Act, and any document
in connection therewith, and to file the same with the Securities and Exchange
Commission, said attorney to have full power and authority to do and perform,
in the name and on behalf of each such officer and director of Novartis AG who
shall have executed such a power of attorney, every act whatsoever which such
attorney may deem necessary or desirable to be done in connection therewith as
fully and to all intents and purposes as such officer or director of Novartis
AG might or could do in person.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
s/ Daniel Vasella Chief Executive Officer and October 1, 2004
---------------------- Chairman of the Board of Directors
Daniel Vasella, M.D. (principal executive officer)
s/ Raymund Breu Chief Financial Officer, Novartis October 1, 2004
---------------------- Group (principal financial officer)
Raymund Breu, Ph.D.
/s/ Malcolm B. Cheetham Chief Accounting Officer (principal October 1, 2004
----------------------- accounting officer)
Malcolm B. Cheetham
/s/ Helmut Sihler Vice Chairman of the Board October 1, 2004
----------------------- of Directors and Lead Director
Helmut Sihler, JD, Ph.D.
/s/ Hans-Jorg Rudloff Vice Chairman of the Board October 1, 2004
----------------------- of Directors
Hans-Jorg Rudloff
/s/ Birgit Breuel Director October 1, 2004
----------------------
Birgit Breuel
/s/ Peter Burckhardt Director October 1, 2004
----------------------
Peter Burckhardt, M.D.
/s/ Srikant Datar Director October 1, 2004
----------------------
Srikant Datar, Ph.D.
---------------------- Director ______ __, 2004
William W. George
/s/ Alexandre F. Jetzer Director October 1, 2004
----------------------
Alexandre F. Jetzer
/s/ Pierre Landolt Director October 1, 2004
---------------------
Pierre Landolt
/s/ Ulrich Lehner Director October 1, 2004
---------------------
Ulrich Lehner, Ph.D.
/s/ Wendelin Wiedeking Director October 1, 2004
----------------------
Wendelin Wiedeking
/s/ Rolf M. Zinkemagel Director October 1, 2004
----------------------
Rolf M. Zinkernagel, Ph.D.
AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below on October 1, 2004 by the undersigned as the
duly authorized representative of Novartis AG in the United States.
/s/ Terry Barnett
-------------------------
Name: Terry Barnett
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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4.1 Articles of Incorporation, as amended February 24, 2004 (in English
translation) of Novartis AG (incorporated by reference to the
registrant's Current Report on Form 6-K (File No. 1-15024) filed
June 3, 2004)
4.2 Regulations of the Board and Committee Charters of Novartis AG
(incorporated by reference to Exhibit 1.2 to the registrant's
Annual Report on Form 20-F (File No. 1-15024) filed January 30,
2004)
4.3 Amended and Restated Deposit Agreement, dated as of May 11, 2000
among Novartis AG, Morgan Guaranty Trust Company of New York, as
depositary, and all holders from time to time of ADRs issued
thereunder (incorporated by reference to the Registration Statement
on Form F-6 (File No.333-11758) filed March 30, 2000)
4.4 Amendment No. 1 to the Amended and Restated Deposit Agreement
(incorporated by reference to the Registration Statement on Form
F-6 (File No. 333-11758) filed March 30, 2000)
4.5 Restricted Issuance Agreement dated as of January 11, 2002 among
Novartis AG, J.P. Morgan Chase & Co., as depositary, and all
holders from time to time of ADRs issued thereunder (incorporated
by reference to Exhibit 4 to the Registration Statement on Form F-3
(File No. 333-81862) filed on January 31, 2002)
10 Novartis Corporation 2001 Stock Incentive Plan for North American
Employees (as amended through February 4, 2004)
23.1 Consent of Independent Auditors - PricewaterhouseCoopers AG
24 Power of Attorney (included on signature pages)