Securities Registration: Employee Benefit Plan (s-8)
30 Maio 2023 - 6:25PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 30, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Evotec SE
(Exact name of registrant as specified in its charter)
| Federal Republic of Germany |
|
Not Applicable |
(State or other jurisdiction of incorporation or
organization) |
|
(I.R.S. Employer
Identification No.) |
Essener Bogen 7
22419 Hamburg
Germany
(Address of Principal Executive
Offices, Including Zip Code)
U.S. Restricted Share
Unit Plan
(Full title of the plan)
Evotec (US) Inc.
303B College Road East
Princeton, NJ 08540
(Name and address of agent for service)
Tel: (732) 329-2355
(Telephone number, including area code, of agent
for service)
Copies to:
Lori Goodman
Freshfields Bruckhaus
Deringer US LLP
601 Lexington Avenue
New York, New York 10022
(212) 277-4000
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 the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
x |
|
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. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I will
be delivered to the participants in accordance with Form S-8 and Rule 428(b) under the Securities Act. Such documents are
not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”), either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933, as amended
(the “Securities Act”). These documents, and the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
The written statement required by Item 2 of Part I is included
in documents that will be delivered to participants pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Evotec SE (the “Company”)
with the Commission, are incorporated in this Registration Statement by reference:
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing
of a post-effective amendment to the Registration Statement which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Except as set forth above, the Company is not incorporating by reference any documents or portions
thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As a European stock corporation seated in Germany, the registrant is—insofar
as applicable pursuant to the SE Regulation and the German Act on the Implementation of Council Regulation (EC) No 2157/2001 of October 8,
2001 on the Statute for a European company (SE) (Gesetz zur Ausführung der Verordnung (EG) NR. 2157/2001 des Rates vom 8.
Oktober 2001 über das Statut der Europäischen Gesellschaft (SE) (SE-Ausführungsgesetz—SEAG)— subject
to the German Stock Corporation Act (Aktiengesetz), as amended. Under German law, the registrant may not indemnify members of its
Management Board and Supervisory Board to the extent the relevant claim or loss has arisen as a result of the breach by the member of
his or her duties owed to the registrant. Otherwise the Management Board and Supervisory Board members are not liable towards the registrant
for actions in connection with their services to the registrant. Under German law, Management Board and Supervisory Board members are
generally not directly liable towards third parties or shareholders, except for certain exemptions. In case members of the Management
Board are liable towards third parties without having violated their duties towards the registrant, the registrant may be obliged to indemnify
the respective member from relevant claims.
The registrant provides directors’ and officers’ liability
insurance for the members of its Management Board against liabilities that they may incur in connection with their activities on behalf
of the registrant. The registrant also provides directors’ and officers’ liability insurance for the members of its Supervisory
Board against civil law and criminal law-related claims in connection with the exercise of their mandates and also assumes the costs of
legal defense in connection with such claims, including taxes possibly incurred on such costs (see § 13(5) of the registrant’s
Articles of Association (Satzung)).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the attached Exhibit Index, which is incorporated
by reference herein.
Item 9. Undertakings.
| (a) | The Company hereby undertakes: |
| (1) | To file, during any period in
which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference 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. |
| (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) | The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 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 directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has 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 the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
EXHIBIT INDEX
Exhibit
Number |
|
Description |
| |
|
| 4.1 |
|
Articles of Association of Evotec SE (incorporated herein by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the Commission on May 12, 2023). |
| |
|
|
| 4.2* |
|
Amended and Restated Deposit Agreement dated as of November 3, 2021,
among Evotec SE, JPMorgan Chase Bank, N.A., as Depositary, and all Holders and Beneficial Owners of American Depositary
Receipts. |
| |
|
|
| 4.3* |
|
Form of American Depositary Receipt (included in Exhibit 4.2). |
| |
|
|
| 4.4 |
|
Company’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 2.4 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the Commission on May 12, 2023). |
| |
|
|
| 5.1* |
|
Opinion of Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB regarding the validity of the ordinary shares being registered. |
| |
|
|
| 10.1* |
|
U.S. Restricted Share Unit Plan. |
| |
|
| 10.2* |
|
Form of U.S. Restricted Share Unit
Plan Award Agreement. |
| |
|
| 23.1* |
|
Consent of Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB (included in Exhibit 5.1). |
| |
|
|
| 23.2* |
|
Consent of BDO AG
Wirtschaftsprüfungsgesellschaft, Independent Registered Public Accounting Firm. |
| |
|
|
| 23.3* |
|
Consent of Ernst & Young GmbH
Wirtschaftsprüfungsgesellschaft, Independent Registered Public Accounting Firm. |
| |
|
|
| 24.1* |
|
Power of Attorney (included on signature page to this registration statement). |
| |
|
|
| 107.1* |
|
Fee Filing Table. |
SIGNATURES
Pursuant to the requirements of the 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 this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized,
in Hamburg, Germany on May 30, 2023.
| | |
EVOTEC SE |
| | |
|
| | By: |
/s/
Dr. Werner Lanthaler |
| | |
Name: Dr. Werner
Lanthaler |
| | |
Title: Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Dr. Werner Lanthaler and Dr. Matthias Evers as his or her true and lawful attorney-in
fact and agent, with full powers to him to sign for us, in our names and in the capacities indicated below, the Registration Statement
on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, and
any and all amendments to said Registration Statement (including post-effective amendments), granting unto said attorney, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents
and purposes as he might or could do in person, and hereby ratifying and confirming all that said attorney, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney may be executed in counterparts
and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons on May 30, 2023, in the capacities indicated.
| Signature |
|
Title |
| |
|
|
|
/s/ Dr. Werner
Lanthaler
Dr. Werner Lanthaler |
|
Chief Executive Officer (Principal Executive Officer) |
| |
|
|
|
/s/ Laetitia
Rouxel
Laetitia Rouxel |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
| |
|
|
|
/s/ Dr. Cord
Dohrmann
Dr. Cord Dohrmann |
|
Chief Scientific Officer |
| |
|
|
|
/s/ Dr. Matthias
Evers
Dr. Matthias Evers |
|
Chief Business Officer |
| |
|
|
|
/s/ Dr. Craig
Johnstone
Dr. Craig Johnstone |
|
Chief Operating Officer |
| |
|
|
|
/s/ Prof. Dr. Iris
Löw-Friedrich
Prof. Dr. Iris Löw-Friedrich |
|
Chairperson of the Supervisory Board |
| |
|
|
|
/s/ Roland Sackers
Roland Sackers |
|
Vice Chairman of the Supervisory Board |
| |
|
|
|
/s/ Camilla
Macapili Languille
Camilla Macapili Languille |
|
Supervisory Board Member |
| |
|
|
|
/s/ Dr. Mario
Polywka
Dr. Mario Polywka |
|
Supervisory Board Member |
| |
|
|
|
/s/ Dr. Elaine
Sullivan
Dr. Elaine Sullivan |
|
Supervisory Board Member |
| |
|
|
|
/s/ Dr. Constanze
Ulmer-Eilfort
Dr. Constanze Ulmer-Eilfort |
|
Supervisory Board Member |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of Evotec SE, has signed this Registration Statement on Form S-8
in New York, New York, on May 30, 2023.
| | EVOTEC SE |
| | |
| | /s/ Dan Rasmussen |
| | Name: Dan Rasmussen |
| | Title: Vice President, Head of Finance US |
Evotec (PK) (USOTC:EVOTF)
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