Securities Registration: Employee Benefit Plan (s-8)
20 Dezembro 2019 - 6:47PM
Edgar (US Regulatory)
As
Filed with the Securities and Exchange Commission on December 20, 2019
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
GLAXOSMITHKLINE
PLC
(Exact
name of the registrant as specified in charter)
England and Wales
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98-0607772
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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|
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980
Great West Road
Brentford
Middlesex
England
TW8
9GS
(Address
of principal executive offices)
GSK
401(k) Plan
GSK
Puerto Rico 401(k) Plan
GlaxoSmithKline
2017 Performance Share Plan
GlaxoSmithKline
2009 Share Value Plan
GSK
Research & Development Employee Inventor Award Programme
GlaxoSmithKline
2017 Deferred Annual Bonus Plan
(Full
title of the plans)
GlaxoSmithKline
Five
Crescent Drive
Mail
Code NY0300
Philadelphia,
PA 19112
(Name and address of agent for service)
(888)
825-5249
(Telephone number, including area code, of agent for service)
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:
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|
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Large
accelerated filer
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☒
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
|
Smaller
reporting 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.
☐
CALCULATION
OF REGISTRATION FEE
Title
of securities
to
be registered
|
Amount
to be
registered
(2)(3)
|
Proposed
maximum
offering
price
per unit (4)
|
Proposed
maximum
aggregate
offering
price(4)
|
Amount
of
registration
fee(4)
|
Ordinary
Shares, nominal value 25 pence per share (“Ordinary Shares”) (1)(5)
|
237,640,000
|
$22.67
|
$5,388,048,554.20
|
$699,369
|
|
|
|
|
|
Total
|
237,640,000
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$22.67
|
$5,388,048,554.20
|
$699,369
|
|
(1)
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American
Depositary Receipts evidencing American Depositary Shares issuable on deposit of the
Ordinary Shares of GlaxoSmithKline plc (the “Registrant”) have been registered
pursuant to a separate Registration Statement on Form F-6 (No. 333-148017) filed with
the Commission on December 12, 2007, as amended by the Post-Effective Amendment No. 1
to Form F-6 dated March 30, 2015, and a subsequently filed Form F-6 (No. 333-232726)
filed with the Commission on July 19, 2019. Each American Depositary Share represents
two Ordinary Shares.
|
|
(2)
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This
Registration Statement on Form S-8 (the “Registration Statement”) registers
the issuance of 237,640,000 Ordinary Shares of the Registrant, of which 27,400,000 are
issuable pursuant to the GlaxoSmithKline 2017 Performance Share Plan, formerly known
as the GlaxoSmithKline 2009 Performance Share Plan (“Performance Share Plan”),
65,000,000 are issuable pursuant to the GSK 401(k) Plan, formerly known as the GlaxoSmithKline
Retirement Savings Plan (“GSK 401k Plan”), 3,700,000 are issuable pursuant
to the GSK Puerto Rico 401(k) Plan, formerly known as the GlaxoSmithKline Puerto Rico
Retirement Savings Plan (“GSK PR 401k Plan”), 140,000,000 are issuable pursuant
to the GlaxoSmithKline 2009 Share Value Plan (“Share Value Plan”), 240,000
are issuable pursuant to the GSK Research & Development Employee Inventor Award Programme
(“Inventor Award Programme”) and 1,300,000 are issuable pursuant to the GlaxoSmithKline
2017 Deferred Annual Bonus Plan (“Deferred Bonus Plan”) (collectively, the
“Plans”).
|
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(3)
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This
Registration Statement shall also cover any additional shares of Ordinary Shares which
become issuable under the Plans by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without receipt by the Registrant of consideration
which results in an increase in the number of outstanding shares of the Registrant’s
Ordinary Shares.
|
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(4)
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The
Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering
Price are calculated in accordance with Rules 457(c) and (h) under the Securities Act
of 1933, as amended (the “Securities Act”), based the average of the high
and low price of the Ordinary Shares on the London Stock Exchange on December 13, 2019 using an
exchange rate of $1.3345 per £1.00 (as reported in the online edition of the Financial
Times dated December 14, 2019), and are being utilized solely for the purpose of calculating the
registration fee.
|
|
(5)
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In
addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement
also covers an indeterminate amount of interests to be offered or sold pursuant to the
GSK 401k Plan or the GSK PR 401k Plan.
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EXPLANATORY
NOTE
The
Registrant filed with the Securities and Exchange Commission (the “Commission”) Form S-8 (No. 333-13022) to register
shares previously covered by then-effective Glaxo Wellcome plc and SmithKline Beecham plc equity compensation plans. On October
28, 2009 the Registrant subsequently filed with the Commission Form S-8 (No. 333-162702) to register an additional 249,600,000
shares of the Registrant’s Ordinary Shares covered by the Plans (excepting the Deferred Bonus Plan) and the GlaxoSmithKline
2009 Share Option Plan (which expired on May 19, 2019).
Pursuant
to General Instruction E of Form S-8, this Registration Statement is being filed in order to register an additional number of
shares of the Registrant’s Ordinary Shares, which are securities of the same class and relate to each of the same employee
benefit plans as set forth below, as those shares registered on the Registrant’s registration statement on Form S-8 previously
filed with the Commission on October 28, 2009 (Registration No. 333-162702) which is hereby incorporated by reference:
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●
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140,000,000
shares issuable under the Share Value Plan
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●
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27,400,000
shares issuable under the Performance Share Plan
|
|
●
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65,000,000
shares issuable under the GSK 401k Plan
|
|
●
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3,700,00
shares issuable under the GSK PR 401k Plan
|
|
●
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240,000
shares issuable under the Inventor Award Programme
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This
Registration Statement is also being filed in order to register 1,300,000 shares issuable under the Deferred Bonus Plan.
Part
I
Information
Required in the Section 10(a) Prospectus
Information
required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act, and the “Note” to Part I of Form S-8.
Part
II
Information
Required in the Registration Statement
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Item
3.
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Incorporation
of Documents by Reference.
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The
following documents previously filed by the Registrant with the Commission are hereby incorporated by reference to this registration
statement:
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(a)
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The
Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2018 (the
“2018 Annual Report”).
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All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”) subsequent to the effective date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered hereby have been sold or de-registering 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.
Any
statement contained herein or in any 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 which also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement,
except as so modified or superseded.
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Item
4.
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Description
of Securities
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Not
applicable.
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Item
5.
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Interests
of Named Experts and Counsel
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None.
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Item
6.
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Indemnification
of Directors and Officers
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English
law does not permit a company to indemnify a director or an officer of the company against any liability which by virtue of any
rule of law would otherwise attach to him in respect of negligence, default, breach of duty or breach of trust in relation to
the company. However, English law does permit a company to purchase insurance for its directors and officers against such liabilities.
In addition, a company may exempt or indemnify a director or officer against any liability to a third party, or indemnify a director
or officer acting as a trustee of an occupational pension scheme against liability incurred in connection with the company’s
activities as trustee of the scheme, but only in the event that such liability is incurred by such director or officer in defending
any legal proceeding (whether civil or criminal) in which judgment is given in his favor or in which he is acquitted or in certain
instances where, although he is liable, a court finds such director or officer acted honestly and reasonably and that having regard
to all the circumstances he ought fairly to be excused and relief is granted by the court.
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Item
7.
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Exemption
From Registration Claimed
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Not
applicable.
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3.1
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Memorandum
and Articles of Association of GlaxoSmithKline plc (incorporated by reference to Exhibit
No. 1.1 of the Annual Report on Form 20-F of GlaxoSmithKline plc, for the year ended
December 31, 2018).
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4.1
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Second
Amended and Restated Deposit Agreement among GlaxoSmithKline plc, JPMorgan Chase Bank,
N.A., as Depositary, and the holders from time to time of the American Depositary Receipts
issued thereunder, including the form of American Depositary Receipt (incorporated by
reference to Exhibit 99(a) to Form F-6, Registration No. 333-232726).
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4.3
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Amendment No. 1 to GSK 401(k) Plan.
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4.4
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Amendment No. 2 to GSK 401(k) Plan.
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4.5
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Amendment No. 3 to GSK 401(k) Plan.
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4.6
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GSK Puerto Rico 401(k) Plan.
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4.7
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Amendment No. 1 to GSK Puerto Rico 401(k) Plan.
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4.8
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Amendment No. 2 to GSK Puerto Rico 401(k) Plan.
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4.9
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Amendment No. 3 to GSK Puerto Rico 401(k) Plan.
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4.10
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[INTENTIONALLY
DELETED]
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4.11
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GlaxoSmithKline 2017 Performance Share Plan.
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4.12
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GlaxoSmithKline 2009 Share Value Plan (incorporated by reference to Exhibit No. 4.12 of the Registration
Statement of GlaxoSmithKline plc on Form S-8, Registration No. 333-162702).
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4.13
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GSK
Research & Development Employee Inventor Award Programme (incorporated by reference
to Exhibit No. 4.13 of the Registration Statement of GlaxoSmithKline plc on Form S-8,
Registration No. 333-162702).
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4.14
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GlaxoSmithKline 2017 Deferred Annual Bonus Plan.
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5.1
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Opinion
of Linklaters.
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5.2
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Opinion of Pepper Hamilton LLP.
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5.3
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Opinion of Pietrantoni Mendez & Alvarez LLC.
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23.1
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Consent of Deloitte LLP.
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23.2
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Consent
of Linklaters (contained in Exhibit 5.1).
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23.3
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Consent
of Pepper Hamilton LLP (contained in Exhibit 5.2).
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23.4
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Consent
of Pietrantoni Mendez & Alvarez LLC. (contained in Exhibit 5.3).
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23.5
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Consent of PricewaterhouseCoopers LLP
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24.1
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Power
of Attorney (contained in the signature pages hereto).
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Item
512(a) of Regulation S-K
The
undersigned Registrant 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 of 1933, as amended (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 SEC 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;
(iii)
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;
provided,
however, that paragraphs (1)(i) and (1)(ii) above 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 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; 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.
Item
512(b) of Regulation S-K
The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act each filing
of the Registrant’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.
Item
512(h) of Regulation S-K.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
SEC 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 Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant
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.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 the Commonwealth of Pennsylvania, on December 20, 2019.
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GLAXOSMITHKLINE PLC
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/s/
William J. Mosher
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William J. Mosher, Authorized U.S.
Representative
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Pursuant
to the requirements of the Securities Act of 1933, the plan sponsor has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on
December 20, 2019.
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GSK 401(k) PLAN
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by GlaxoSmithKline LLC, plan
sponsor
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/s/ William J. Mosher
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William J. Mosher, Vice President
& Assistant Secretary
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Pursuant
to the requirements of the Securities Act of 1933, the plan sponsor has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on
December 20, 2019.
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GSK PUERTO RICO 401(k) PLAN
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by GlaxoSmithKline Puerto Rico
Inc., plan sponsor
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/s/ William J. Mosher
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William J. Mosher, Vice President
& Assistant Secretary
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POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William J. Mosher, Victoria
A. Whyte and Justin T. Huang (with full power to each of them to act alone) his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or either of them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Jonathan Symonds
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Chairman;
Director
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December
20, 2019
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Jonathan
Symonds
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/s/
Emma Walmsley
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Chief
Executive Officer; Director
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December
20, 2019
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Emma
Walmsley
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/s/
Iain Mackay
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Chief
Financial Officer; Director
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December
20, 2019
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Iain
Mackay
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/s/
Dr. Hal Barron
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Chief
Scientific Officer; President R&D; Director
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December
20, 2019
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Dr.
Hal Barron
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/s/
Manvinder Singh (Vindi) Banga
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Director
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December
20, 2019
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Manvinder
Singh (Vindi) Banga
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/s/
Dr. Vivienne Cox
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Director
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December
20, 2019
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Dr.
Vivienne Cox
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/s/
Lynn Elsenhans
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Director
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December
20, 2019
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Lynn
Elsenhans
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Signature
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Title
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Date
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/s/
Dr. Laurie Glimcher
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Director
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December
20, 2019
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Dr.
Laurie Glimcher
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/s/
Dr. Jesse Goodman
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Director
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December
20, 2019
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Dr.
Jesse Goodman
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/s/
Judy Lewent
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Director
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December
20, 2019
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Judy
Lewent
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/s/
Urs Rohner
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Director
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December
20, 2019
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Urs
Rohner
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EXHIBIT
INDEX
Exhibit
|
|
Exhibit
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Number
|
|
Description
|
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3.1
|
|
Memorandum and Articles of Association of GlaxoSmithKline plc (incorporated by reference to Exhibit No. 1.1 of the Annual Report on Form 20-F of GlaxoSmithKline plc, for the year ended December 31, 2018).
|
4.1
|
|
Second Amended and Restated Deposit Agreement among GlaxoSmithKline plc, JPMorgan Chase Bank, N.A., as Depositary, and the holders from time to time of the American Depositary Receipts issued thereunder, including the form of American Depositary Receipt (incorporated by reference to Exhibit 99(a) to Form F-6, Registration No. 333-232726).
|
4.2
|
|
GSK 401(k)Plan.
|
4.3
|
|
Amendment No. 1 to GSK 401(k)Plan.
|
4.4
|
|
Amendment No. 2 to GSK 401(k)Plan.
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4.5
|
|
Amendment No. 3 to GSK 401(k) Plan.
|
4.6
|
|
GSK Puerto Rico 401(k) Plan.
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4.7
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|
Amendment No. 1 to GSK Puerto Rico 401(k) Plan.
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4.8
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|
Amendment No. 2 to GSK Puerto Rico 401(k) Plan.
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4.9
|
|
Amendment No. 3 to GSK Puerto Rico 401(k) Plan.
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4.10
|
|
[INTENTIONALLY
DELETED]
|
4.11
|
|
GlaxoSmithKline 2017 Performance Share Plan.
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4.12
|
|
GlaxoSmithKline 2009 Share Value Plan (incorporated by reference to Exhibit No. 4.12 of the Registration Statement of GlaxoSmithKline plc on Form S-8, Registration No. 333-162702).
|
4.13
|
|
GSK Research & Development Employee Inventor Award Programme (incorporated by reference to Exhibit No. 4.13 of the Registration Statement of GlaxoSmithKline plc on Form S-8, Registration No. 333-162702).
|
4.14
|
|
GlaxoSmithKline 2017 Deferred Annual Bonus Plan.
|
5.1
|
|
Opinion
of Linklaters.
|
5.2
|
|
Opinion of Pepper Hamilton LLP.
|
5.3
|
|
Opinion of Pietrantoni Mendez & Alvarez LLC.
|
23.1
|
|
Consent of Deloitte LLP.
|
23.2
|
|
Consent
of Linklaters (contained in Exhibit 5.1).
|
23.3
|
|
Consent
of Pepper Hamilton LLP (contained in Exhibit 5.2).
|
23.4
|
|
Consent
of Pietrantoni Mendez & Alvarez LLC. (contained in Exhibit 5.3).
|
23.5
|
|
Consent of PricewaterhouseCoopers LLP
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24.1
|
|
Power
of Attorney (contained in the signature pages hereto).
|
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