Post-effective Amendment to an S-8 Filing (s-8 Pos)
May 13 2020 - 6:16AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 13 2020
Registration No. 333-225522
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SANOFI
(Exact name of
Registrant as specified in its charter)
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Republic of France
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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54, rue La Boétie
75008 Paris
France
(Address of Registrants principal executive offices)
ACTION 2018 SHAREHOLDING PLAN
(Full title of the plan)
Thierry
Vernier
Vice President and Chief Financial Officer
Sanofi U.S. Services Inc.
55 Corporate Drive
Bridgewater, New Jersey 08807
Tel. No. +1 (908) 981-5000
(Name, address and telephone number of agent for service)
Copies to:
Sami
Toutounji
Shearman & Sterling LLP
7 rue Jacques Bingen
75017 Paris, France
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of large accelerated filer,
accelerated filer, small reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, Registration
No. 333-225522 (the Registration Statement), is being filed to deregister certain shares of Sanofi (the Registrant) Ordinary Shares (the Shares) that were registered for issuance pursuant
to the Action 2018 Shareholding Plan (the 2018 Plan). The Registration Statement, which was filed with the Securities and Exchange Commission on June 8, 2018, registered 500,000 Shares issuable pursuant to the 2018
Plan. The Registration Statement is hereby amended to deregister the 218,500 Shares that were previously registered and that remain unissued under the 2018 Plan.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the U.S. 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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Paris, France on May 13, 2020.
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SANOFI
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By:
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/s/ Karen Linehan
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Name:
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Karen Linehan
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Title:
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Executive Vice President, Legal Affairs and General Counsel
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Note: In reliance upon Rule 478 under the U.S. Securities Act of 1933, as amended, no other person is required to sign
this Post-Effective Amendment No. 1.
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