As filed with the Securities and Exchange Commission on May 17, 2022
Registration No. 333-256208
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)
Republic of France | Not Applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
54, rue La Boétie
75008 Paris
France
(Address of Registrant’s principal executive offices)
ACTION 2021 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.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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. 333-256208 (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 2021 Shareholding Plan (the “2021 Plan”). The Registration Statement, which was filed with the Securities and Exchange Commission on May 17, 2021, registered 500,000 Shares issuable pursuant to the 2021 Plan. The Registration Statement is hereby amended to deregister the 256,994 Shares that were previously registered and that remain unissued under the 2021 Plan.
2
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 17, 2022.
SANOFI | ||
By: | /s/ Roy Papatheodorou | |
Name: | Roy Papatheodorou | |
Title: | Executive Vice President, General Counsel & Head of Legal, Ethics & Business Integrity |
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.