As filed with the Securities and Exchange Commission on July 22, 2003
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Registration 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
Sanofi-Synthelabo
(Exact Name of Registrant as Specified in Its Charter)
France 133529324
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
174 Avenue de France
75013 Paris
France
(Address of Registrant's Principal Executive Offices)
Stock Option Purchase Plan of Sanofi-Synthelabo
(Full Title of the Plan)
John Spinnato
Sanofi-Synthelabo Inc.
90 Park Avenue
New York, NY 10016
212-551-4306
with a copy to:
Robert J. Raymond, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities Amount to be Proposed Proposed Amount of
to be registered (1) registered (2) maximum maximum registration
offering aggregate fee
price per offering price
share (3)(4) (3)(4)
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Ordinary shares, nominal value Euro 2 per share 191,300 $48.47(3) $ 9,272,311 $ 750.13
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Ordinary shares, nominal value Euro 2 per share 188,500 $72.29(3) $13,626,665 $1,102.40
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Ordinary shares, nominal value Euro 2 per share 217,100 $78.38(3) $17,016,298 $1,376.62
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Ordinary shares, nominal value Euro 2 per share 500,000 $58.39(4) $29,195,000 $2,361.88
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TOTAL 1,096,900 $5,591.03
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(1) American Depositary Receipts (each an "ADR") evidencing American Depositary
Shares (each an "ADS") issuable upon deposit of the ordinary shares registered
hereby are registered pursuant to a separate Registration Statement on Form F-6
(Reg. No. 333-91658). Each ADS equals one-half of one Share.
(2) Together with an indeterminate number of shares that may be necessary in
connection with any adjustment to the number of shares reserved for issuance
pursuant to the Stock Option Purchase Plan of Sanofi-Synthelabo (the "Plan") as
the result of a stock split, stock dividend or similar event affecting the
outstanding ordinary shares of Sanofi-Synthelabo (the "Registrant" or the
"Corporation").
(3) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to ordinary shares of the
Corporation (the "Shares") issuable pursuant to stock options previously granted
to U.S. employees in calendar years between 1999 and 2002 pursuant to the Plan,
based on the price at which such options may be exercised in Euros and converted
into U.S. dollars based on the New York foreign exchange mid-range rate of
Euro 1 = $1.1207 as quoted at 4 p.m. Eastern time on July 17, 2003 by Reuters
and other sources and as published in the Wall Street Journal on July 18, 2003
(the "Conversion Rate").
(4) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, with respect
to Shares issuable pursuant to stock options not yet granted under the Plan and
based on the average of the high and low reported prices of the Shares on July
18, 2003, as converted into U.S. dollars based on the Conversion Rate. The
average of the high and low reported price for one Share was Euro 52.10 on
July 18 , 2003.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the
Corporation with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
(a) The Corporation's Annual Report on Form 20-F (Registration No.
001-31368) (the "Form 20-F Annual Report"), filed pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), with the Commission on June 23,
2003;
(b) The description of the ADSs contained under the heading
"Description of Securities other than Equity Securities" and the description of
the Shares under the headings "Additional Information - Share Capital" and
"Additional Information - Memorandum and Articles of Association" in the
Corporation's Form 20-F Annual Report; and
(c) All other reports filed by the Corporation pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since December 31, 2002.
All reports and other documents filed by the Corporation pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which indicates that all securities offered hereunder have
been sold or which deregisters all securities 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.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any 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.
The Corporation maintains insurance under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against certain expenses in connection with the defense of, and
certain liabilities which might be imposed as a result of, actions, suits or
proceedings to which they are parties by reason of being or having been such
directors or officers.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):
4.1 By-laws of Sanofi-Synthelabo (English translation) (filed as Exhibit
1.1 to the Form 20-F Annual Report and incorporated herein by
reference)
4.2 Form of Deposit Agreement, by and among Sanofi-Synthelabo, The Bank
of New York, as Depositary, and owners and beneficial owners of
American Depositary Receipts (filed as Exhibit 2.1 to the Company's
Registration Statement on Form 20-F (Reg. No. 001-31368), filed
pursuant to the Securities Act on June 25, 2002 and incorporated
herein by reference)
4.3 Resolution Number 29 of the General Meeting of the Shareholders of
Sanofi-Synthelabo held on May 18, 1999 (English translation)
4.4 Form of Annual Rules of the Stock Option Purchase Plan of
Sanofi-Synthelabo
23.1 Consent of Ernst & Young Audit, Independent Accountants with
respect to Sanofi-Synthelabo financial statements
23.2 Consent of Pricewaterhousecoopers Audit, Independent Accountants
with respect to Sanofi-Synthelabo financial statements
24.1 Powers of Attorney (included on signature page)
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 this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in 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 the prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 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 material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this 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 the employee benefit plans' annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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
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.
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 the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf, thereunto duly authorized, in
the city of Paris, France on this ___ day of __________, 2003.
SANOFI-SYNTHELABO
By:
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Name: Jean-Francois Dehecq
Title: Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John Spinnato as his or her
true and lawful attorney-in-fact with power of substitution and resubstitution
to sign in his or her name, place and stead in any and all such capacities this
Registration Statement and any and all amendments thereto (including
post-effective amendments) and any documents in connection therewith, and to
file the same with the Commission, said attorney-in-fact to have full power and
authority to do and perform, in the name and on behalf of each such officer and
director of the Corporation who shall have executed such a power of attorney,
every act whatsoever which such attorney-in-fact 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 the Corporation 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 indicated on the ____ day of _______________, 2003.
Signature Title
/s/ Jean-Francois Dehecq Chairman and Chief Executive Officer
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Jean-Francois Dehecq
/s/ Rene Barbier de la Serre Director
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Rene Barbier de la Serre
/s/ Robert Castaigne Director
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Robert Castaigne
/s/ Pierre Castres Saint Martin Director
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Pierre Castres Saint Martin
/s/ Thierry Desmarest Director
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Thierry Desmarest
/s/ Lord Douro Director
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Lord Douro
Director
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Pierre-Gilles de Gennes
Director
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Herve Guerin
/s/ Jean-Paul Leon Director
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Elf Aquitaine, represented by
Jean-Paul Leon
/s/ Lindsay Owen Jones Director
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Lindsay Owen Jones
/s/ Gerard Van Kemmel Director
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Gerard Van Kemmel
/s/ Bruno Weymuller Director
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Bruno Weymuller
/s/ Michel Somnolet Director
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L'Oreal, represented by
Michel Somnolet
/s/ Marie-Helene Laimay Senior Vice President, Chief
------------------------------------ Financial Officer
Marie-Helene Laimay
/s/ Jean-Luc Renard Vice President, Corporate
------------------------------------ Accounting and Tax
Jean-Luc Renard
/s/ John Spinnato Authorized U.S. Representative and
------------------------------------ General Counsel of Sanofi-Synthelabo Inc.
John Spinnato
EXHIBIT INDEX
Exhibit Description Method of Filing
Number
4.1 By-laws of Sanofi-Synthelabo (English translation) Filed as Exhibit 1.1
to the Corporation's
Form 20-F Annual
Report and
incorporated herein
by reference
4.2 Form of Deposit Agreement, by and among Sanofi-Synthelabo, The Filed as Exhibit 2.1
Bank of New York, as Depositary, and owners and beneficial to the Company's
owners of American Depositary Receipts Registration
Statement on Form
20-F (Reg. No.
001-31368), filed
pursuant to the
Securities Act on
June 25, 2002 and
incorporated herein
by reference
4.3 Resolution Number 29 of the General Meeting of the Filed herewith
Shareholders of Sanofi-Synthelabo held on May 18, 1999
(English translation)
4.4 Form of Annual Rules of the Stock Option Purchase Plan of Filed herewith
Sanofi-Synthelabo
23.1 Consent of Ernst & Young Audit, Independent Accountants with Filed herewith
respect to Sanofi-Synthelabo financial statements
23.2 Consent of Pricewaterhousecoopers Audit, Independent Filed herewith
Accountants with respect to Sanofi-Synthelabo financial
statements
24.1 Powers of Attorney (included on signature page) Filed herewith