AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 2005
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Registration No. 333-______
UNITED STATES
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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SERONO S.A.
(Exact name of registrant as specified in its charter)
SWITZERLAND NOT APPLICABLE
----------- --------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
15 BIS, CHEMIN DES MINES
CASE POSTALE 54
CH-1211 GENEVA 20
SWITZERLAND
(Address of Principal Executive Offices)
EMPLOYEE SHARE PURCHASE PLAN
DIRECTORS SHARE PURCHASE PLAN
SHARE MATCH PLAN
STOCK OPTION PLAN
DIRECTORS STOCK OPTION PLAN
(Full Titles of the Plans)
-----------------------------
FEREYDOUN FIROUZ
PRESIDENT
SERONO, INC.
ONE TECHNOLOGY PLACE
ROCKLAND, MASSACHUSETTS 02370
(Name and Address of Agent for Service)
781-982-9000
------------
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Nathalie Joannes, Esq. Thomas J. Plotz, Esq.
General Counsel Shaw Pittman LLP
Serono International S.A. 2300 N Street, N.W.
15 bis, Chemin des Mines Washington, D.C. 20037
Case Postale 54 202-663-8000
CH-1211 Geneva 20
Switzerland
+41.22.739.3000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title Of Securities To Be Registered Amount To Be Proposed Maximum Aggregate Offering Amount Of
(1) Registered (2) Offering Price Per Share (3) Price (3) Registration Fee
------------------------------------- -------------- ----------------------------- -------------------- -----------------
Bearer Shares, CHF 25 par value
per share 346,557 $735.69 $254,958,519.33 $30,008.62
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(1) All of the bearer shares to be offered and sold by the Registrant pursuant
to this Registration Statement may be offered in the form of American
depositary shares, each of which represents one-fortieth of a bearer share.
Separate Registration Statements on Form F-6 (Registration Nos. 333-12194
and 333-100779) have been filed with the Securities and Exchange Commission
to register the American depositary shares evidenced by American depositary
receipts issuable upon deposit of the bearer shares.
(2) This Registration Statement shall also cover any additional bearer shares
which become issuable under the Plans by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the Registrant's outstanding bearer shares.
(3) Estimated solely for the purpose of computing the registration fee.
Pursuant to Rule 457(h), the calculation of the registration fee is based
on the average of the high and low sale prices for the bearer shares on the
virt-X on March 18, 2005, in each case converted into U.S. dollars at the
noon buying rate for foreign currencies in U.S. dollars as certified by the
Federal Reserve Bank of New York for customs purposes on March 18, 2005 of
CHF 1.1649 = U.S.$1.00.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
________________________
* Information required in Part I of Form S-8 to be contained in a prospectus
meeting the requirements of Section 10(a) of the Securities Act of 1933, as
amended (the "Securities Act"), is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Serono S.A. (the "Registrant") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
this reference and made a part hereof:
(a) The Registrant's latest annual report filed with the Commission on
Form 20-F on March 16, 2005.
(b) The description of the Registrant's Bearer Shares and American
Depositary Shares contained in the Registrant's Registration Statement
on Form 8-A filed with the Commission on July 3, 2000 to register the
Bearer Shares and American Depositary Shares of the Registrant under
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the
purposes of updating such description (Commission File No. 1-15096).
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Francois Naef, Senior Executive Vice-President, Human Resources, Legal and
Corporate Communication and Company Secretary of the Registrant, has rendered
the opinion, filed herewith as Exhibit 5.1, as to the legality of the securities
being registered hereby. Mr. Naef owns 146 bearer shares and has options to
purchase 6,380 bearer shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The laws of Switzerland make no provision for indemnification of directors
and officers. The Registrant's Articles of Association do not provide for the
indemnification of any controlling person, director or officer. The Registrant
has entered into contracts with each of its directors indemnifying them against
liabilities to third parties incurred in connection with the performance of
their duties as directors. The Registrant maintains liability insurance for
members of its board of directors and its executive officers, including
insurance against liabilities under the Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description of Exhibit
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4.1 Articles of Association of the Registrant, dated March 9, 2005 (incorporated by reference
to Exhibit 1.1 to the Registrant's Annual Report on Form 20-F (File No. 1-15096), as
filed with the Commission on March 16, 2005).
4.2 Form of Certificate for One Bearer Share (incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form F-1 (File No. 333-12192)).
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4.3 Form of Certificate for Ten Bearer Shares (incorporated by reference to Exhibit 4.3 to
the Registrant's Registration Statement on Form F-1 (File No. 333-12192)).
4.4 Form of Certificate for One Hundred Bearer Shares (incorporated by reference to Exhibit
4.4 to the Registrant's Registration Statement on Form F-1 (File No. 333-12192)).
4.5 Form of Certificate for One Thousand Bearer Shares (incorporated by reference to
Exhibit 4.5 to the Registrant's Registration Statement on Form F-1 (File No. 333-
12192)).
4.6 Deposit Agreement, dated July 26, 2000, among the Registrant, The Bank of New York,
as Depositary, and all Owners and Beneficial Owners from time to time of ADRs issued
thereunder, including the form of ADRs (incorporated by reference to Exhibit 4.6 to the
Registrant's Registration Statement on Form S-8 (File No. 333-12480), as filed with the
Commission on September 6, 2000).
4.7 Form of American Depositary Receipt (included in Exhibit 4.6).
5.1 Opinion of Francois Naef, Senior Executive Vice-President, Human Resources, Legal
and Corporate Communication and Company Secretary of the Registrant, as to the
legality of the securities being registered (filed herewith).
23.1 Consent of Francois Naef, Senior Executive Vice-President, Human Resources, Legal
and Corporate Communication and Company Secretary of the Registrant (filed herewith
as part of Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers S.A., Geneva, Switzerland (filed herewith).
24.1 Powers of Attorney (filed herewith).
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 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 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 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 the
registration statement or any material change to such
information in the registration statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 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.
(c) 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 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 Geneva, Switzerland, on March 18, 2005.
SERONO S.A.
a Swiss corporation
(Registrant)
By: /s/ ERNESTO BERTARELLI
----------------------
Name: Ernesto Bertarelli
Title: Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on March 18, 2005.
Signature Title
/s/ ERNESTO BERTARELLI Chief Executive Officer and a Director
----------------------------------- (Principal Executive Officer)
Ernesto Bertarelli
/s/ STUART GRANT Chief Financial Officer
----------------------------------- (Principal Financial and Accounting Officer)
Stuart Grant
/s/ GEORGES MULLER* Chairman of the Board
-----------------------------------
Georges Muller
/s/ PIERRE DOUAZE* Director
-----------------------------------
Pierre Douaze
/s/ L. PATRICK GAGE* Director
-----------------------------------
L. Patrick Gage
/s/ BERNARD MACH* Director
-----------------------------------
Bernard Mach
/s/ SERGIO MARCHIONNE* Director
-----------------------------------
Sergio Marchionne
/s/ JACQUES THEURILLAT* Director
-----------------------------------
Jacques Theurillat
/s/ HANS THIERSTEIN* Director
-----------------------------------
Hans Thierstein
Serono, Inc. Authorized Representative in the United
States
By: /s/ FEREYDOUN FIROUZ Authorized Signatory
---------------------------
Fereydoun Firouz
*By: /s/ FRANCOIS NAEF Attorney-in-fact
-------------------------------
Francois Naef
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Articles of Association of the Registrant, dated March 9, 2005 (incorporated by reference
to Exhibit 1.1 to the Registrant's Annual Report on Form 20-F (File No. 1-15096), as
filed with the Commission on March 16, 2005).
4.2 Form of Certificate for One Bearer Share (incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form F-1 (File No. 333-12192)).
4.3 Form of Certificate for Ten Bearer Shares (incorporated by reference to Exhibit 4.3 to the
Registrant's Registration Statement on Form F-1 (File No. 333-12192)).
4.4 Form of Certificate for One Hundred Bearer Shares (incorporated by reference to Exhibit
4.4 to the Registrant's Registration Statement on Form F-1 (File No. 333-12192)).
4.5 Form of Certificate for One Thousand Bearer Shares (incorporated by reference to
Exhibit 4.5 to the Registrant's Registration Statement on Form F-1 (File No. 333-
12192)).
4.6 Deposit Agreement, dated July 26, 2000, among the Registrant, The Bank of New York,
as Depositary, and all Owners and Beneficial Owners from time to time of ADRs issued
thereunder, including the form of ADRs (incorporated by reference to Exhibit 4.6 to the
Registrant's Registration Statement on Form S-8 (File No. 333-12480), as filed with the
Commission on September 6, 2000).
4.7 Form of American Depositary Receipt (included in Exhibit 4.6).
5.1 Opinion of Francois Naef, Senior Executive Vice-President, Human Resources, Legal
and Corporate Communication and Company Secretary of the Registrant, as to the
legality of the securities being registered (filed herewith).
23.1 Consent of Francois Naef, Senior Executive Vice-President, Human Resources, Legal
and Corporate Communication and Company Secretary of the Registrant (filed herewith
as part of Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers S.A., Geneva, Switzerland (filed herewith).
24.1 Powers of Attorney (filed herewith).
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