UNITED STATES
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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For the month of May 2004
Commission File Number: 001-31368
SANOFI-SYNTHELABO
(Translation of registrant's name into English)
174, avenue de France, 75013 Paris, FRANCE
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover 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):
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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):
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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" marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-________
This Report on Form 6-K shall be deemed to be incorporated by reference
into Sanofi-Synthelabo's Registration Statement on Form F-4 (Registration No.
333-112314), as post-effectively amended and declared effective on May 13, 2004
by the United States Securities Exchange Commission, and the related prospectus
filed on April 12, 2004 pursuant to Rule 424(b) under the United States
Securities Act of 1933, as amended, and shall be part thereof from the date on
which this Report is filed, to the extent not superseded by documents or reports
subsequently filed or furnished.
On May 19, 2004, Sanofi-Synthelabo, a French societe anonyme
("Sanofi-Synthelabo"), and Aventis, a French societe anonyme ("Aventis"),
entered into an Amendment Agreement (the "Amendment") for the purposes of
amending and replacing Schedule 1 (Liquidity for Aventis stock-options) to the
Agreement, dated April 25, 2004, between Aventis and Sanofi-Synthelabo. The
Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
EXHIBIT LIST
Exhibit No. Description
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Exhibit 99.1 Amendment Agreement, dated May 19, 2004, amending Schedule 1
to the Agreement, dated April 25, 2004, between Aventis and
Sanofi-Synthelabo.
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.
Dated: May 21, 2004 SANOFI-SYNTHELABO
By: /s/ MARIE-HELENE LAIMAY
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Name: Marie-Helene Laimay
Title: Senior Vice President and
Chief Financial Officer