As filed with the Securities and Exchange Commission on February 12, 2009
Registration No. 333-83724
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOVO NORDISK A/S
(Exact name of registrant as specified in its charter)
Kingdom of Denmark | None | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
Novo Allé DK-2880 Bagsvaerd Denmark Tel. No.: (45) 44-44-88-88 | ||||
(Address, including zip code, and telephone number including area code, of registrant’s principal executive offices) | ||||
NOVO NORDISK, INC. 401(k) SAVINGS PLAN (f/k/a NOVO NORDISK PHARMACEUTICALS, INC. 401(k) SAVINGS PLAN) NOVO NORDISK PUERTO RICO 401(k) PLAN | ||||
(Full title of plan) |
James C. Shehan, Esq. General Counsel Novo Nordisk Inc. 100 College West Princeton, New Jersey 08540 Tel. No.: (609) 987-5800 Fax No.: (609) 919-7741 | ||||
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
Copies to: | ||||
Jean McLoughlin, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Tel. No.: (212) 450-4000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
EXPLANATORY NOTE
Novo Nordisk A/S, a Denmark corporation (“Novo Nordisk”, “Company” or “Registrant”), hereby amends its Registration Statement on Form S-8 File No. 333-83724, by filing this Post-Effective Amendment No. 2 on Form S-8 relating to 1,000,000 B Shares, which is represented by one American Depositary Share of the Company and the indeterminate amount of interests that are issuable by the Company pursuant to the Novo Nordisk, Inc. 401(k) Savings Plan (f/k/a Novo Nordisk Pharmaceuticals, Inc. 401(k) Savings Plan) and the Novo Nordisk Puerto Rico 401(k) Plan. This Post-Effective amendment No. 2 to our Registration Statement filed on Form S-8 is filed solely for the purpose of providing the consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of the Company, to the incorporation by reference in the Registration Statement on Form S-8 of its report dated 28 January 2009 relating to the Consolidated Financial Statements and the effectiveness of internal control over financial reporting, which appears in the Form 20-F filed by Novo Nordisk on February 9, 2009.
ITEM 8. Exhibits
Exhibit No. | Description | |
4.1* | Novo Nordisk, Inc. 401(k) Savings Plan, as amended (f/k/a Novo Nordisk Pharmaceuticals, Inc. 401(k) Savings Plan) | |
4.5* | Deposit Agreement, dated February 1, 1981 amended September 10, 1984, amended and restated May 1, 1991, amended April 15, 1994, December 21, 1996, and April 4, 2004, among Novo Nordisk, Morgan Guaranty Trust Company of New York and holders of American Depositary Receipts | |
4.6* | Novo Nordisk Puerto Rico 401(k) Plan | |
23.1* | Consent of PricewaterhouseCoopers LLP | |
23.2* | Consent of Amper, Poliztiner & Mattia, LLP (formerly Amper, Politziner & Mattia, P.C.) | |
23.3 | Consent of PricewaterhouseCoopers LLP | |
24* | Power of Attorney |
*Previously filed
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 Princeton, New Jersey, on the 12th day of February, 2009.
NOVO NORDISK A/S | ||
By: | * | |
Lars Rebien Sørensen | ||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by or on behalf of the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* | President & Chief Executive Officer | February 12, 2009 | ||
Lars Rebien Sørensen | ||||
* | Chief Financial Officer | February 12, 2009 | ||
Jesper Brandgaard | ||||
* | Chairman of the Board of Directors | February 12, 2009 | ||
Sten Scheibye | ||||
* | Vice Chairman of the Board of Directors | February 12, 2009 | ||
Göran A. Ando | ||||
* | Director | February 12, 2009 | ||
Kurt Briner | ||||
* | Director | February 12, 2009 | ||
Henrik Gürtler | ||||
* | Director | February 12, 2009 | ||
Johnny Henriksen | ||||
* | Director | February 12, 2009 | ||
Pamela J. Kirby | ||||
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* | Director | February 12, 2009 | ||
Anne Marie Kverneland | ||||
* | Director | February 12, 2009 | ||
Kurt Anker Nielsen | ||||
* | Director | February 12, 2009 | ||
Stig Strøbæk | ||||
* | Director | February 12, 2009 | ||
Jørgen Wedel | ||||
* | Director | February 12, 2009 | ||
Søren Thuesen Pedersen |
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AUTHORIZED REPRESENTATIVE |
/s/ James C. Shehan |
James C. Shehan |
as the duly authorized representative |
of Novo Nordisk A/S in the United States |
Date: February 12, 2009 |
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*By: | /s/ James C. Shehan |
James C. Shehan | |
Attorney-in-Fact | |
Date: February 12, 2009 |
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EXHIBIT INDEX
Exhibit No. | Description | |
4.1* | Novo Nordisk, Inc. 401(k) Savings Plan, as amended (f/k/a Novo Nordisk Pharmaceuticals, Inc. 401(k) Savings Plan) | |
4.5* | Deposit Agreement, dated February 1, 1981 amended September 10, 1984, amended and restated May 1, 1991, amended April 15, 1994, December 21, 1996, and April 4, 2004, among Novo Nordisk, Morgan Guaranty Trust Company of New York and holders of American Depositary Receipts | |
4.6* | Novo Nordisk Puerto Rico 401(k) Plan | |
23.1* | Consent of PricewaterhouseCoopers LLP | |
23.2* | Consent of Amper, Poliztiner & Mattia, LLP (formerly Amper, Politziner & Mattia, P.C.) | |
23.3 | Consent of PricewaterhouseCoopers LLP | |
24* | Power of Attorney |
*Previously filed
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