SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2003
Serono S.A.
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(Registrant's Name)
15 bis, Chemin des Mines
Case Postale 54
CH-1211 Geneva 20
Switzerland
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(Address of Principal Executive Offices)
1-15096
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(Commission File No.)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
--- ---
(Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101 (b)(1).)
---
(Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101 (b)(7).)
---
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
--- ---
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- )
---
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The original version of the convocation to the Ordinary General Meeting of
Shareholders of Serono S.A. is the French version which is published in the
April 14, 2003 edition of the Swiss Official Gazette. This document is a free
translation of the original French version.
--------------------------------------------------------------------------------
SERONO
[GRAPHIC OMITTED]
SERONO S.A., COINSINS (VAUD)
The shareholders of SERONO S.A. are invited to the
ORDINARY GENERAL MEETING OF SHAREHOLDERS
ON TUESDAY, MAY 6, 2003 AT THE PALAIS DE BEAULIEU, ROOM ROM, IN LAUSANNE AT 2 PM
(doors open at 1.30 pm)
AGENDA
1. ANNUAL REPORT, ACCOUNTS OF SERONO S.A., CONSOLIDATED ACCOUNTS OF THE SERONO
GROUP, AUDITORS' REPORTS
The Board of Directors proposes the approval of the Annual Report, the
Accounts of Serono S.A. for the year 2002 as well as the Consolidated
Accounts of the Serono group for the year 2002.
2. DISTRIBUTION OF PROFITS IN THE 2002 BALANCE SHEET AND DIVIDEND PROPOSAL
Profit in the 2002 balance sheet
Net profit for the year 2002 CHF 262,520,910
Profit brought forward from previous year CHF 715,575,994
Transfer to reserve for treasury shares (CHF 174,449,063)
-----------------
CHF 803,647,841
The Board of Directors proposes to distribute the profits as follows:
(a) Dividend of
CHF 2.80 gross on each registered
"A" share with a par value of CHF 10
and of CHF 7.00 gross on each bearer
"B" share with a par value of CHF 25 (CHF 110,770,268)
-----------------
(b) Carried forward CHF 692,877,573
3. DISCHARGE TO THE BOARD OF DIRECTORS AND THE MANAGEMENT
The Board of Directors proposes granting discharge to the members of the
Board of Directors and the Management in relation to their activities
during the financial year 2002.
4. ELECTIONS
4.1 BOARD OF DIRECTORS
The Board of Directors proposes the re-election for one year of Mr.
Ernesto Bertarelli, Mr. Pierre E. Douaze, Mr. Bernard Mach, Mr. Sergio
Marchionne, Mr. Georges Muller, Mr. Jacques Theurillat and Mr. Hans
Thierstein.
4.2 AUDITORS
The Board of Directors proposes the re-election of
PricewaterhouseCoopers S.A. in Geneva as auditors of the annual
accounts of Serono S.A. and as auditors of the consolidated accounts
of the Serono group for the financial year 2003.
4.3 SPECIAL AUDITORS
The Board of Directors proposes the re-election of Ernst & Young S.A.
in Geneva as special auditors in the meaning of article 28.5 of the
Articles of Association for a term expiring at the date of the
ordinary general meeting in 2004.
The annual report, the accounts of Serono S.A. for the year 2002, the
consolidated accounts of the Serono group for the year 2002, as well as the
auditors' reports, will be available for the inspection of shareholders from
April 14, 2003, at the management office of Serono S.A. at 15bis chemin des
Mines, 1202 Geneva and at the banks indicated below. These documents can also be
inspected on the company's Internet site (www.serono.com) from the same date.
---------------
From this date, the company will also send these documents to any shareholder
who requests them.
ADMISSION TICKETS FOR THE GENERAL MEETING
HOLDERS OF REGISTERED SHARES will receive their invitation to the General
Meeting by mail, including admission ticket and the documents mentioned above.
Only the holders of registered shares entered in the share register with the
right to vote at April 16, 2003 may exercise the right to vote in relation to
these shares.
HOLDERS OF BEARER SHARES who wish to attend the General Meeting or to be
represented there are invited to obtain their admission ticket and voting card
before May 1, 2003 from the secretary to the Board of Directors at the address
mentioned above, or from one of the banks mentioned below, against blockage of
their shares with a bank or deposit of their shares at the company's management
office until the end of the General Meeting.
UBS SA Lombard Odier Darier Hentsch & Cie Vaudoise Cantonal Bank
Credit Suisse Pictet & Cie Gothard Bank
REPRESENTATION AT THE GENERAL MEETING
Shareholders may be represented at the General Meeting by a third party by means
of the power of attorney on the reverse of the admission ticket.
In addition, each shareholder may be represented by:
- his/her bank as depositary representative;
- the organs of the company;
- Me Yves Rattaz, notary in Morges, as independent representative within the
meaning of article 689c CO.
Powers of attorney addressed to the company signed in blank will be passed to
the independent representative. IN THE ABSENCE OF VOTING INSTRUCTIONS, VOTING
RIGHTS SHALL BE EXERCISED IN FAVOR OF THE PROPOSALS OF THE BOARD OF DIRECTORS.
The company's organs may represent only those shareholders who approve the
proposals of the Board of Directors. Powers of attorney containing instructions
to vote against the proposals of the Board of Directors will be passed to the
independent representative.
Depositary representatives of shares within the meaning of article 689d CO are
requested to communicate as soon as possible (but at the latest on May 6 at the
ticket check at the entrance to the Meeting) to the secretary to the Board of
Directors, at the address mentioned above, the number of shares they represent.
Establishments subject to the law on banks and savings banks of 8 November 1934
and professional asset managers are considered to be depositary representatives.
The minutes of the decisions taken by the General Meeting will be available to
shareholders for inspection at the management office of Serono S.A. from May 12,
2003.
Coinsins, April 14, 2003 SERONO S.A.
For the Board of Directors
Chairman: Georges Muller
Secretary: Francois Naef
--------------------------------------------------------------------------------
The original version of the convocation to the Ordinary General Meeting of
Shareholders of Serono S.A. is the French version which is published in the
April 14, 2003 edition of the Swiss Official Gazette. This document is a free
translation of the original version and has been adapted for holders of ADSs
whose accounts are managed by the depositary of the ADSs program, the Bank of
New York.
--------------------------------------------------------------------------------
SERONO
[GRAPHIC OMITTED]
SERONO S.A., COINSINS (VAUD)
The shareholders of SERONO S.A. are invited to the
ORDINARY GENERAL MEETING OF SHAREHOLDERS
ON TUESDAY, MAY 6, 2003 AT THE PALAIS DE BEAULIEU, ROOM ROM, IN LAUSANNE AT 2 PM
(doors open at 1.30 pm)
AGENDA
1. ANNUAL REPORT, ACCOUNTS OF SERONO S.A., CONSOLIDATED ACCOUNTS OF THE SERONO
GROUP, AUDITORS' REPORTS
The Board of Directors proposes the approval of the Annual Report, the
Accounts of Serono S.A. for the year 2002 as well as the Consolidated
Accounts of the Serono group for the year 2002.
2. DISTRIBUTION OF PROFITS IN THE 2002 BALANCE SHEET AND DIVIDEND PROPOSAL
Profit in the 2002 balance sheet
Net profit for the year 2002 CHF 262,520,910
Profit brought forward from previous year CHF 715,575,994
Transfer to reserve for treasury shares (CHF 174,449,063)
----------------
CHF 803,647,841
The Board of Directors proposes to distribute the profits as follows:
(a) Dividend of
CHF 2.80 gross on each registered
"A" share with a par value of CHF 10
and of CHF 7.00 gross on each bearer
"B" share with a par value of CHF 25 (CHF 110,770,268)
-----------------
(b) Carried forward CHF 692,877,573
3. DISCHARGE TO THE BOARD OF DIRECTORS AND THE MANAGEMENT
The Board of Directors proposes granting discharge to the members of the
Board of Directors and the Management in relation to their activities
during the financial year 2002.
4. ELECTIONS
4.1 BOARD OF DIRECTORS
The Board of Directors proposes the re-election for one year of Mr.
Ernesto Bertarelli, Mr. Pierre E. Douaze, Mr. Bernard Mach, Mr. Sergio
Marchionne, Mr. Georges Muller, Mr. Jacques Theurillat and Mr. Hans
Thierstein.
4.2 AUDITORS
The Board of Directors proposes the re-election of
PricewaterhouseCoopers S.A. in Geneva as auditors of the annual
accounts of Serono S.A. and as auditors of the consolidated accounts
of the Serono group for the financial year 2003.
4.3 SPECIAL AUDITORS
The Board of Directors proposes the re-election of Ernst & Young S.A.
in Geneva as special auditors in the meaning of article 28.5 of the
Articles of Association for a term expiring at the date of the
ordinary general meeting in 2004.
The annual report, the accounts of Serono S.A. for the year 2002, the
consolidated accounts of the Serono group for the year 2002, as well as the
auditors' reports, will be available for the inspection of shareholders and
holders of ADSs from April 14, 2003, at the management office of Serono S.A. at
15bis chemin des Mines, 1202 Geneva and at The Bank of New York, 101 Barclay
Street, 22 W, New York, NY 10286 (contact person is Mr. Ricardo Marine (tel.: +
1 212 815 4963 / fax: + 1 212 815 3050 / e-mail: rmarine@bankofny.com). These
documents can also be inspected on the company's Internet site (www.serono.com)
---------------
from the same date. From this date, the company and The Bank of New York will
also send these documents to any shareholder or holder of ADSs who requests
them.
The votes of holders of ADSs will be cast at the General Meeting on behalf of
holders of ADSs by the depositary of the ADSs program, The Bank of New York.
The minutes of the decisions taken by the General Meeting will be available to
shareholders and holders of ADSs for inspection at the management office of
Serono S.A. from May 12, 2003.
Coinsins, April 14, 2003 SERONO S.A.
For the Board of Directors
Chairman: Georges Muller
Secretary: Francois Naef
--------------------------------------------------------------------------------
The original version of the convocation to the Ordinary General Meeting of
Shareholders of Serono S.A. is the French version which is published in the
April 14, 2003 edition of the Swiss Official Gazette. This document is a free
translation of the original version and has been adapted for the Serono Employee
Share Purchase Plan beneficiaries (shareholders and ADSs holders) whose accounts
are managed by Mourant & Co Capital Trustees Limited.
--------------------------------------------------------------------------------
SERONO
[GRAPHIC OMITTED]
SERONO S.A., COINSINS (VAUD)
The shareholders of SERONO S.A. are invited to the
ORDINARY GENERAL MEETING OF SHAREHOLDERS
ON TUESDAY, MAY 6, 2003 AT THE PALAIS DE BEAULIEU, ROOM ROM, IN LAUSANNE AT 2 PM
(doors open at 1.30 pm)
AGENDA
1. ANNUAL REPORT, ACCOUNTS OF SERONO S.A., CONSOLIDATED ACCOUNTS OF THE SERONO
GROUP, AUDITORS' REPORTS
The Board of Directors proposes the approval of the Annual Report, the
Accounts of Serono S.A. for the year 2002 as well as the Consolidated
Accounts of the Serono group for the year 2002.
2. DISTRIBUTION OF PROFITS IN THE 2002 BALANCE SHEET AND DIVIDEND PROPOSAL
Profit in the 2002 balance sheet
Net profit for the year 2002 CHF 262,520,910
Profit brought forward from previous year CHF 715,575,994
Transfer to reserve for treasury shares (CHF 174,449,063)
-----------------
CHF 803,647,841
The Board of Directors proposes to distribute the profits as follows:
(a) Dividend of
CHF 2.80 gross on each registered
"A" share with a par value of CHF 10
and of CHF 7.00 gross on each bearer
"B" share with a par value of CHF 25 (CHF 110,770,268)
-----------------
(b) Carried forward CHF 692,877,573
3. DISCHARGE TO THE BOARD OF DIRECTORS AND THE MANAGEMENT
The Board of Directors proposes granting discharge to the members of the
Board of Directors and the Management in relation to their activities
during the financial year 2002.
4. ELECTIONS
4.1 BOARD OF DIRECTORS
The Board of Directors proposes the re-election for one year of Mr.
Ernesto Bertarelli, Mr. Pierre E. Douaze, Mr. Bernard Mach, Mr. Sergio
Marchionne, Mr. Georges Muller, Mr. Jacques Theurillat and Mr. Hans
Thierstein.
4.2 AUDITORS
The Board of Directors proposes the re-election of
PricewaterhouseCoopers S.A. in Geneva as auditors of the annual
accounts of Serono S.A. and as auditors of the consolidated accounts
of the Serono group for the financial year 2003.
4.3 SPECIAL AUDITORS
The Board of Directors proposes the re-election of Ernst & Young S.A.
in Geneva as special auditors in the meaning of article 28.5 of the
Articles of Association for a term expiring at the date of the
ordinary general meeting in 2004.
The annual report, the accounts of Serono S.A. for the year 2002, the
consolidated accounts of the Serono group for the year 2002, as well as the
auditors' reports, will be available for the inspection of shareholders and
holders of ADSs from April 14, 2003, at the management office of Serono S.A. at
15bis chemin des Mines, 1202 Geneva as well as at Mourant Equity Compensation
Solutions, PO Box 1310, 5th floor, Mondial House, 102 George Street, Croydon CR9
1TQ, England (contact person is Daniel Cannon, tel: + 44 (0)208 667 4007 / fax:
+ 44 (0)208 667 4111 / e-mail: Daniel.Cannon@mourant.com). These documents can
also be inspected on the company's Internet site (www.serono.com) from the same
--------------
date. From this date, the company and Mourant Equity Compensation Solutions will
also send these documents to any shareholder or holder of ADSs who requests
them.
The votes of shareholders and the votes of holders of ADSs will be cast at the
General Meeting on their behalf by Mourant & CO Capital Trustees Limited or by
the shareholders themselves should the latter wish to attend the General
Meeting.
The minutes of the decisions taken by the General Meeting will be available to
shareholders and holders of ADSs for inspection at the management office of
Serono S.A. from May 12, 2003.
Coinsins, April 14, 2003 SERONO S.A.
For the Board of Directors
Chairman: Georges Muller
Secretary: Francois Naef
FREE TRANSLATION [ ] Registered shares A
[GRAPHIC OMITTED] SERONO S.A. [ ] Bearer shares B
Coinsins (Vaud) -------------------------------
Total
ADMISSION CARD
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Shareholder
_ _
| |
|_ _|
Invitation and Admission card to the
ORDINARY GENERAL MEETING
of our company on
Tuesday 06 May 2003 at 2pm
in Palais de Beaulieu, Lausanne.
Please do not detach this section
Serono S.A., Ordinary General Meeting on 06.05.2003
Mr. Ernesto Bertarelli
Mr. Pierre E. Douaze
Mr. Bernard Mach
7 Elections Mr. Sergio Marchionne
to the Board of directors Mr. Georges Muller
Mr. Jacques Theurillat
Mr. Hans Thierstein
If you vote in favor of the proposal, please write "yes" in the box;
if you vote against the proposal, please write "no" in the box. [ ]
Ballot paper Number of votes [ ]
If you vote in favor of the proposal, please write "yes" in the box;
if you vote against the proposal, please write "no" in the box. [ ]
6 Ballot paper Number of votes [ ]
If you vote in favor of the proposal, please write "yes" in the box;
if you vote against the proposal, please write "no" in the box. [ ]
5 Ballot paper Number of votes [ ]
If you vote in favor of the proposal, please write "yes" in the box;
if you vote against the proposal, please write "no" in the box. [ ]
4 Ballot paper Number of votes [ ]
If you vote in favor of the proposal, please write "yes" in the box;
if you vote against the proposal, please write "no" in the box. [ ]
3 Ballot paper Number of votes [ ]
If you vote in favor of the proposal, please write "yes" in the box;
if you vote against the proposal, please write "no" in the box. [ ]
2 Ballot paper Number of votes [ ]
If you vote in favor of the proposal, please write "yes" in the box;
if you vote against the proposal, please write "no" in the box. [ ]
1 Ballot paper Number of votes [ ]
POWER OF ATTORNEY
I/we hereby empower
(name of attorney)
to represent me/us at the Ordinary General Meeting of Shareholders of Serono
S.A.
(date)
Signature:
Article 16 of the Articles of Association: Every holder of registered shares may
arrange to have all or any of its shares represented by another person, who must
be in possession of a written proxy form.
To hand in directly to the attorney.
Please do not detach this section
7
6 Serono S.A.
Ordinary General Meeting 06.05.2003
5 Serono S.A.
Ordinary General Meeting 06.05.2003
4 Serono S.A.
Ordinary General Meeting 06.05.2003
3 Serono S.A.
Ordinary General Meeting 06.05.2003
2 Serono S.A.
Ordinary General Meeting 06.05.2003
1 Serono S.A.
Ordinary General Meeting 06.05.2003
\/ DETACH PROXY CARD HERE \/
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[ ] Mark, Sign, Date and Return
the Proxy Card Promptly Votes must be indicated [X]
Using the Enclosed Envelope. in Black or Blue ink.
FOR AGAINST
1. Annual Report, Accounts of Serono S.A.,
Consolidated Accounts of the Serono group,
Auditors Reports [ ] [ ]
2. Distribution of profits in the 2002 balance sheet
and dividend proposal [ ] [ ]
3. Discharge to the Board of Directors and the
Management [ ] [ ]
4. Elections [ ] [ ]
4.1 Board of Directors [ ] [ ]
4.2 Auditors [ ] [ ]
4.3 Special auditors [ ] [ ]
SCAN LINE
The Voting Instruction must be signed by the person in whose name the relevant
Receipt is registered on the books of the Depositary. In the case of a
Corporation, the Voting Instruction must be executed by a duly authorized
Officer or Attorney.
Date Share Owner sign here Co-Owner sign here
------- ------------------------- ---------------------------------
--------------------------------------------------------------------------------
SERONO S.A.
INSTRUCTIONS TO THE BANK OF NEW YORK, AS DEPOSITARY
(MUST BE RECEIVED PRIOR TO THE CLOSE OF BUSINESS ON APRIL 29, 2003)
The undersigned registered holder of American Depositary Receipts
(Receipts) hereby requests and instructs The Bank of New York, as Depositary, to
endeavor, insofar as practicable, to vote or cause to be voted the amount of
Shares or other Deposited Securities represented by the American Depositary
Shares evidenced by such Receipt(s) of SERONO S.A., registered in the name of
the undersigned on the books of the Depositary as of the close of business March
28, 2003 at the Ordinary General Meeting of SERONO S.A. to be held on May 6,
2003, in respect of the resolutions specified on the reverse hereof.
NOTES:
1. INSTRUCTIONS AS TO VOTING ON THE SPECIFIED RESOLUTIONS SHOULD BE INDICATED
BY AN "X" IN THE APPROPRIATE BOX. IT IS UNDERSTOOD THAT, IF NO INSTRUCTIONS
ARE RECEIVED BY THE DEPOSITARY FROM ANY OWNER WITH RESPECT TO ANY OF THE
DEPOSITED SECURITIES REPRESENTED BY THE AMERICAN DEPOSITARY SHARES
EVIDENCED BY SUCH OWNERS RECEIPTS ON OR BEFORE APRIL 29, 2003, THE
DEPOSITARY SHALL DEEM SUCH OWNER TO HAVE GIVEN THE DEPOSITARY AN
INSTRUCTION TO VOTE OR CAUSE TO BE VOTED SUCH DEPOSITED SECURITIES IN
ACCORDANCE WITH THE PROPOSALS OF THE COMPANYS BOARD OF DIRECTORS IN RESPECT
OF THE MATTERS TO BE VOTED UPON.
To change your address, please mark this box. [ ]
To include any comments, please mark this box. [ ]
Please complete and date this proxy on the reverse side and return it promptly
in the accompanying envelope.
Mourant
[GRAPHIC OMITTED]
Title Name Surname
Address1
Address2
Address 3
Address 4
Address 5
Address 6
Participant ID Number :
--------------------------
SERONO EMPLOYEE SHARE PURCHASE PLAN
ORDINARY GENERAL MEETING OF SHAREHOLDERS OF SERONO S.A., TUESDAY 6 MAY 2003
VOTING INSTRUCTION FORM
I hereby instruct the Plan Administrator, Mourant & Co. Capital Trustees
Limited, to vote my shares on my behalf as instructed below:
VOTING INSTRUCTIONS
Please check (X) the appropriate box
[ ] I vote for all Board proposals. If checked you need NOT complete the
Specific Voting Instructions below.
[ ] I do NOT vote for all Board proposals and instead specify my VOTING
INSTRUCTIONS BELOW.
SPECIFIC VOTING INSTRUCTIONS
AGENDA ITEM NUMBER PLEASE CHECK (X) THE APPROPRIATE BOX
FOR AGAINST
1 Annual Report, Accounts of Serono S.A. and
Consolidated Accounts of the Serono group for the year
2002; Auditors' Reports [ ] [ ]
2 Distribution of profits in the 2002 balance sheet and
dividend proposal [ ] [ ]
3 Discharge to the Board of Directors and the
Management [ ] [ ]
4 Elections
4.1 Board of Directors [ ] [ ]
4.2 Auditors [ ] [ ]
4.3 Special auditors [ ] [ ]
SHOULD YOU WISH TO EXERCISE YOUR RIGHT TO INSTRUCT THE PLAN ADMINISTRATOR TO
VOTE ON YOUR BEHALF, PLEASE ENSURE THAT YOU COMPLETE AND RETURN THIS VOTING
INSTRUCTION FORM VIA FAX ONLY, ENSURING THAT MOURANT RECEIVES IT NO LATER THAN
------------
5PM (UK TIME) ON MONDAY 28 APRIL 2003. THE FAX NUMBER TO USE IS:
+44 (0) 208 667 4111
SIGNED.......................................
DATED................................. 215
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SERONO S.A.
a Swiss corporation
(Registrant)
April 14, 2003 By: /s/ Allan Shaw
-------------------------------
Name: Allan Shaw
Title: Chief Financial Officer