Registration No. 333-192114
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 Registrants principal executive offices)
ACTION 2013 SHAREHOLDING PLAN
(Full title of the Plan)
Ching Jaw
Vice President and Chief Financial Officer
Sanofi U.S. Services Inc.
55 Corporate Drive
Bridgewater, New Jersey 08807
(Name, address and telephone number of agent for service)
Copies to:
Sami Toutounji
Shearman & Sterling LLP
114, avenue des Champs-Elysées
75008 Paris, France
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 definitions of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer | x | Accelerated Filer | ¨ | |||
Non-Accelerated Filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, Registration No. 333-192114 (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 2013 Shareholding Plan (the 2013 Plan). The Registration Statement, which was filed with the Securities and Exchange Commission on November 6, 2013, registered 1,500,000 Shares issuable pursuant to the 2013 Plan. The Registration Statement is hereby amended to deregister the 1,265,285 Shares that were previously registered and that remain unissued under the 2013 Plan.
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 April 22, 2016.
SANOFI | ||
By: | /s/ Olivier Brandicourt | |
Name: | Olivier Brandicourt | |
Title: | Chief Executive Officer |
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.