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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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SANOFI-AVENTIS
(Exact name of Registrant as specified in its charter)
Republic of France Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
174 avenue de France
75013 Paris
France
(Address of Registrant's principal executive offices)
ACTION 2005 SHAREHOLDING PLAN
(Full title of the plan)
Joseph Haggerty
Vice President and General Counsel
Aventis Pharmaceuticals
300 Somerset Corporate Boulevard
Bridgewater, New Jersey 08807
(908) 243-6000
(Name, address and telephone number of agent for service)
Copies to:
Sami L. Toutounji
Shearman & Sterling LLP
114, avenue des Champs-Elysees
75008 Paris, France
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to Be Proposed Maximum Proposed Maximum Amount of
to Be Registered Registered Offering Price Per Security Aggregate Offering Price Registration Fee
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Ordinary Shares, nominal value 2,400,000(2) $63.96(3) $153,504,000(3) $18,068
(euro)2.00 per share(1)
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(1) American Depositary Receipts evidencing American Depositary Shares issuable
upon request after expiration of the five-year lock-up period on deposit of
the Ordinary Shares, nominal value (euro)2.00 per Share ("Ordinary
Shares"), have been registered pursuant to a separate Registration
Statement on Form F-6 (Registration No. 333-116262).
(2) This Registration Statement covers up to 2,400,000 Ordinary Shares that
may be sold to eligible employees under the Action 2005 Shareholding Plan
(the "Plan"). The amount being registered also includes an indeterminate
number of shares of Ordinary Shares, which may be offered as a result of
stock splits, stock dividends and anti-dilution provisions and other terms,
in each case in accordance with Rule 416, under the Securities Act of 1933,
as amended (the "Securities Act").
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act, based upon the offering
price in euro of (euro)54.09, and converted at the spot exchange rate of
(euro)1.00=$1.18 published by the European Central Bank on November 7,
2005.
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with Rule 428 under the Securities Act
and the introductory note to Part I of Form S-8. The documents containing the
information specified in Part I will be delivered to the participants in the
plan covered by this Registration Statement as required by Rule 428(b)(1).
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This Registration Statement on Form S-8 hereby incorporates by
reference the contents of the following reports of the Registrant filed with, or
furnished to, the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a) The Annual Report on Form 20-F of the Registrant for the year ended
December 31, 2004 (the "Form 20-F") (Commission file No. 001-31368);
(b) The Reports on Form 6-K furnished by the Registrant to the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on the
following dates: November 8, 2005, October 28, 2005, October 14, 2005, October
3, 2005, September 23, 2005, September 16, 2005, September 14, 2005, September
9, 2005, September 6, 2005, August 19, 2005, August 8, 2005, July 27, 2005,
July 25, 2005, July 19, 2005, July 14, 2005, July 5, 2005, June 24, 2005, June
16, 2005, June 15, 2005, June 6, 2005, June 1, 2005, May 18, 2005, May 17, 2005,
May 10, 2005, April 21, 2005, April 8, 2005, April 4, 2005, March 31, 2005,
March 23, 2005, March 14, 2005, March 3, 2005, February 24, 2005, January 20,
2005, January 18, 2005 and January 6, 2005 (Commission file No. 001-31368);
(c) The description of the Registrant's ordinary shares, nominal value
(euro)2 per share, set forth under the captions "A. Share Capital" and "B.
Memorandum and Articles of Association" in Item 10 of the Registrant's
Registration Statement on Form 20-F (Commission file No. 001-31368), filed with
the Commission on April 11, 2005 and the updated descriptions of the
Registrant's American depositary shares contained in the Post-Effective
Amendment No. 3 to the Registration Statement on Form F-4 (Registration No.
333-112314) (the "Form F-4") filed by the Registrant with the Commission on
November 9, 2004, under the caption "Description of Sanofi-Aventis American
Depositary Shares", including any amendment or report filed for the purpose of
updating such description; and
(d) All documents filed by the Registrant with the Commission pursuant
to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the filing
of a post-effective amendment indicating that all securities offered have been
sold or that deregisters all securities then 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 document incorporated by reference.
Statements contained in the foregoing documents incorporated by reference shall
be deemed to be modified or superseded hereby to the extent that statements
contained in the Prospectus, or in any subsequently filed documents that are
amendments hereto or that are incorporated herein by reference, shall modify or
replace such statements.
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 French Commercial Code prohibits provisions of statuts that limit
the liability of directors. However, if a director is sued by a third party and
ultimately prevails in the litigation on all counts, but is nevertheless
required to bear attorneys' fees and costs, the company may reimburse those fees
and costs pursuant to an indemnification arrangement with the director.
Under French law a company may purchase directors and officers'
insurance for all or part of the members of its management. A French corporation
is responsible to third parties for the consequences of the decisions of its
board of directors. However, if those decisions qualify as mismanagement, the
relevant member of the board of directors may have to fully or partly indemnify
the company. Sanofi-Aventis has purchased insurance for all of its directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit List.
Item 9. Undertakings.
(a) We undertake:
(1) to file, during any period in which offers or sales are
being made of securities registered hereby, a post-effective amendment
to this Registration Statement 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;
(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; and
(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) We further undertake that, for purposes of determining any
liability under the Securities Act, each filing of our annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act 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 may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have 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
for our payment of expenses incurred or paid by one of our directors, officers
or controlling persons 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, then, unless in the opinion of
our counsel the matter has been settled
by controlling precedent, we will submit to a court of appropriate jurisdiction
the question whether such indemnification by us 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, Sanofi-Aventis
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 Paris, France on November 8, 2005.
SANOFI-AVENTIS
By: /s/ Jean-Francois Dehecq
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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 Jean-Francois Dehecq, Jean-Claude Leroy
and Jean-Pierre Kerjouan, and each of them severally, his true and lawful
attorney or attorneys, with power of substitution and resubstitution to sign in
his name, place and stead in any and all such capacities, the registration
statement on Form S-8 (the "Registration Statement") to be filed by
Sanofi-Aventis (the "Registrant") with the United States Securities and Exchange
Commission (the "Commission") in connection with the Action 2005 Shareholding
Plan, and any and all amendments thereto (including post-effective amendments)
and any documents in connection therewith, and any registration statement filed
by the Registrant pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, which relates to the Registration Statement, and to file any of the
same with the Commission. Each of said attorneys shall have power to act with or
without the others, and shall have full power and authority to do and perform,
in the name and on behalf of each such officer and director of the Registrant
who shall have executed this Power of Attorney, every act whatsoever which such
attorneys, or any one of them, 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 Registrant might or could do in person.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the indicated
capacities on November 8, 2005.
Name and Signature Title
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/s/ Jean-Francois Dehecq
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Jean-Francois Dehecq Chairman, Chief Executive Officer and
Director (Principal Executive Officer)
/s/ Jean-Claude Leroy
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Jean-Claude Leroy Senior Vice President and Chief Financial
Officer (Principal Financial Officer)
/s/ Jean-Luc Renard
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Jean-Luc Renard Vice President Corporate Accounting and Tax
(Principal Accounting Office)
/s/ Rene Barbier de la Serre
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Rene Barbier de la Serre Director
Name and Signature Title
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/s/ Jean-Marc Bruel
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Jean-Marc Bruel Director
/s/ Robert Castaigne
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Robert Castaigne Director
/s/ Thierry Desmarest
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Thierry Desmarest Director
/s/ Jurgen Dormann
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Jurgen Dormann Director
/s/ Lord Douro
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Lord Douro Director
/s/ Jean-Rene Fourtou
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Jean-Rene Fourtou Director
/s/ Serge Kampf
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Serge Kampf Director
/s/ Igor Landau
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Igor Landau Director
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Hubert Markl Director
/s/ Christian Mulliez
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Christian Mulliez Director
/s/ Lindsay Owen-Jones
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Lindsay Owen-Jones Director
/s/ Klaus Pohle
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Klaus Pohle Director
Name and Signature Title
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/s/ Hermann Scholl
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Hermann Scholl Director
/s/ Gerard Van Kemmel
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Gerard Van Kemmel Director
/s/ Bruno Weymuller
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Bruno Weymuller Director
Authorized Representative in the United States:
/s/ Joseph Haggerty
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Joseph Haggerty
EXHIBIT INDEX
Exhibit No. Description of Document
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4.1 Bylaws (statuts) of Sanofi-Aventis (incorporated herein by
reference to Exhibit 1.1 of the Annual Report on Form 20-F
of the Registrant for the year ended December 31, 2004 (the
"Form 20-F") (Commission File No. 001-31368) as filed by
the Registrant with the Commission on April 11, 2005).
4.2 Deposit Agreement (including the form of depositary
receipt) between the Registrant and The Bank of New York,
as depositary (incorporated herein by reference to Exhibit
A to the Registration Statement on Form F-6 (Registration
No. 333-116262) relating to American Depositary Shares,
filed with the Commission on June 8, 2004)
4.3* Rules of the Sanofi-Aventis Group Savings Plan (Plan
d'Epargne de Groupe), of which the Action 2005 Shareholding
Plan forms a part.
5.1* Opinion of Jean-Pierre Kerjouan regarding the validity of
the Registrant's ordinary shares being registered.
23.1* Consent of PricewaterhouseCoopers Audit.
23.2* Consent of Ernst & Young Audit.
23.3* Consent of Jean-Pierre Kerjouan (included in Exhibit 5
above).
24* Power of Attorney (included on the signature page).
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* Filed herewith.