As filed with the Securities and Exchange Commission on April 4, 2024

Registration No. 333-    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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)

46, avenue de la Grande Armée, 75017 Paris, France

(Address of Registrant’s principal executive offices)

ACTION 2024 SHAREHOLDING PLAN

(Full title of the plan)

Chief Financial Officer North America

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:

John J. Cannon III, Esq.

Shearman & Sterling LLP

599 Lexington Ave.

New York, NY 10022

(212) 848-4000

 

 

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 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. ☐

 

 

 

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement as required by Rule 428(b)(1).

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

This Registration Statement on Form S-8 hereby incorporates by reference the contents of the following reports of the Registrant filed with, or furnished to, the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment indicating that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such document incorporated by reference. Statements contained in the foregoing documents incorporated by reference shall be deemed to be modified or superseded hereby to the extent that statements contained in the Prospectus, or in any subsequently filed documents that are amendments hereto or that are incorporated herein by reference, shall modify or replace such statements:

 

(a)

The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2023, as filed with the Commission on February 23, 2024 (Commission File No. 001-31368) (the “Form 20-F”) which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;

 

(b)

The Reports on Form 6-K furnished by the Registrant to the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on the following dates: January  17, 2024, January  23, 2024, February  1, 2024, February 2, 2024, February  15, 2024, February 27, 2024 and March 20, 2024 (Commission file No. 001-31368).

 

(c)

The description of securities registered under Section  12 of the Exchange Act included as Exhibit 2.2 to the Form 20-F.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Alexandra Roger, Head of Legal Corporate & Finance at the Registrant, has given her opinion about certain legal matters affecting the securities registered under this Registration Statement. Ms. Roger owns, or may have the right to acquire, the Registrant’s Ordinary Shares and/or American Depository Shares.

Item 6. Indemnification of Directors and Officers.

The French Commercial Code prohibits provisions of corporate articles of associations that limit the liability of directors. However, if a director is sued by a third party and ultimately prevails in the litigation on all counts but is nevertheless required to bear attorneys’ fees and costs, the director may be reimbursed for those fees and costs pursuant to an indemnification arrangement.

Under French law a company may purchase directors and officers insurance for all or part of the members of its management. A French corporation is responsible to third parties for the consequences of the decisions of its board of directors. However, if those decisions qualify as mismanagement, the relevant member of the board of directors may have to fully or partly indemnify the company. Sanofi has purchased insurance for all of its directors and officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See Exhibit Index.

Item 9. Undertakings.

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;

 

(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 this 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 (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic 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 the 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.

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.

The undersigned Registrant further undertakes that, 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 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 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.

EXHIBIT INDEX

 

Exhibit No.		Description of Document
4.1		Articles of association (statuts) of Sanofi (incorporated by reference to Exhibit 1.1 to the Form 20-F).
4.2		Form of Second Amended and Restated Deposit Agreement between the Registrant and JPMorgan Chase Bank, N.A., as depositary (incorporated by reference to Exhibit (a) to Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 immediately effective (Registration No. 333-192032) relating to the American Depositary Shares, filed with the Commission on February 13, 2015).
4.3		Amendment No.  1 to the Second Amended and Restated Deposit Agreement between the Registrant and JPMorgan Chase Bank, N.A., as depositary (incorporated by reference to Exhibit (a)(2) to Post-effective Amendment No. 2 to the Registration Statement on Form F-6 (Registration No. 333-192032), filed with the Commission on August 4, 2020).
4.4		Amendment No.  2 to the Second Amended and Restated Deposit Agreement between the Registrant and JPMorgan Chase Bank, N.A., as depositary, including the form of American Depositary Receipt (incorporated by reference to Exhibit (a)(3) to the Registration Statement on Form F-6 immediately effective (Registration No. 333-276123), filed with the Commission on December 18, 2023).
4.5*		Terms of the Action 2024 Shareholding Plan.
5.1*		Opinion of Alexandra Roger regarding the validity of the Registrant’s ordinary shares being registered.
23.1*		Consent of PricewaterhouseCoopers Audit.
23.2*		Consent of Ernst & Young et Autres
23.3*		Consent of Alexandra Roger (included in Exhibit 5.1 above).
24*		Power of Attorney (included on the signature page).
107*		Filing fee table.

 

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, Sanofi 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 Paris, France on April 4, 2024.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Paul Hudson, François-Xavier Roger, Roy Papatheodorou and Olivier Klaric, and each of them singly, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all such capacities, to sign the registration statement on Form S-8 (the “Registration Statement”) to be filed by Sanofi (the “Registrant”) in connection with the Action 2024 Shareholding Plan, and any and all amendments and post-effective amendments thereto and any and all other documents that may be required in connection therewith, with the United States Securities and Exchange Commission (the “Commission”), and any registration statement filed by the Registrant pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which relates to the Registration Statement, and to file any of the same with the Commission. Each of said attorneys shall have power to act with or without the others, and shall have full power and authority to do and perform, in the name and on behalf of each such officer and director of the Registrant who shall have executed this Power of Attorney, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as such officer or director of the Registrant might or could do in person.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 4, 2024.

 

Signatures		Title
/s/ Frédéric Oudéa Frédéric Oudéa		Chairman of the Board of Directors
/s/ Paul Hudson Paul Hudson		Chief Executive Officer and Director (Principal Executive Officer)
/s/ François-Xavier Roger François-Xavier Roger		Executive Vice President, Chief Financial Officer (Principal Financial Officer)
/s/ Hervé Cardelli Hervé Cardelli		Head of Consolidation and Statutory Reporting (Principal Accounting Officer)
/s/ Christophe Babule Christophe Babule		Director
/s/ Rachel Duan Rachel Duan		Director
/s/ Carole Ferrand Carole Ferrand		Director
/s/ Lise Kingo Lise Kingo		Director
/s/ Patrick Kron Patrick Kron		Director

/s/ Wolfgang Laux Wolfgang Laux		Director
/s/ Barbara Lavernos Barbara Lavernos		Director
/s/ Fabienne Lecorvaisier Fabienne Lecorvaisier		Director
/s/ Gilles Schnepp Gilles Schnepp		Director
/s/ Diane Souza Diane Souza		Director
/s/ Thomas Südhof Thomas Südhof		Director
/s/ Yann Tran Yann Tran		Director
/s/ Emile Voest Emile Voest		Director
/s/ Antoine Yver Antoine Yver		Director
/s/ Debora C. Pellicano Debora C. Pellicano		Authorized Representative in the United States

 

Exhibit 4.5

Terms of the Action 2024 Shareholding Plan

The following is a summary of the terms and conditions of a “classic” employee share offering under which Sanofi, a French company listed on Euronext Paris (the Paris stock exchange) would offer shares to its group employees.

 

Type of offering:		“Classic” plan only. The offering of shares will be made pursuant to a capital increase reserved to employees of Sanofi.
Eligible employees:		Sanofi, the French parent company of the Sanofi group, will offer shares of Sanofi to all of its current employees and the employees of its participating direct and indirect majority owned subsidiaries1, in each case subject to a minimum employment condition of three months measured at the end of the subscription period.
Offering price:		Sanofi group employees will be offered the opportunity to subscribe shares at a discount.
		The subscription price for the Sanofi shares will be based on a reference price to be determined as the average of the opening price of the Sanofi share on the 20 days ending on the trading day preceding the date of launch of the offer by the chief executive officer upon delegation of the board of directors. The subscription price will be equal to the reference price, minus a 20% discount.
Subscription period:		The subscription period worldwide is expected to start on June 4 and last until June 24, 2024.
Payment terms:		Payment for the shares subscribed shall be decided locally.
Matching shares:		A matching contribution in the form of a maximum of four additional shares will be issued for free by Sanofi to the employee participant as follows: any subscription per 5 shares shall give right to one matching share as an employer contribution., up to 4 additional matching shares per subscriber. As a result, subscriptions equal to or higher than 20 shares shall give right to 4 matching shares as an employer contribution. Such matching shares will follow the same custody as the shares paid for by the participant, i.e. issued directly to the employee or via the FCPE.
Minimum subscription:		The minimum subscription amount per employee (who decides to participate) will be one share/unit.
Maximum subscription:		Each employee can subscribe up to 1,500 shares, within the limit of 25% of his or her 2024 estimated gross annual remuneration.

 

1

Due to the sanctions imposed by the European Union, this offer is not open to citizens or residents of Russia or Belarus who do not have a residence permit or citizenship of a European Union country, or, in the case of citizens or residents of Russia, a residence permit or citizenship of a country of the European Union, the European Economic Area or Switzerland.

Share delivery date:		The shares will be delivered following the share capital increase, which is scheduled to take place on July 18, 2024.
Custody:		(1) FCPE
		Shares subscribed will be held through and in the name of a FCPE. Outside of France, this will be “Sanofi Shares” FCPE, the same FCPE used in prior plans. The subscription to the capital increase will be made via a temporary FCPE called “Relais Sanofi Shares” FCPE (to be approved by the French market regulator, the Autorité des marchés financiers (or AMF)), acting on behalf of the subscribing employees, which will be merged into Sanofi Shares FCPE following subscription.
		An FCPE is a collective shareholding vehicle commonly used in France for the conservation of shares held by employee-investors. Employees will be issued units of the FCPE. For each share subscribed, the employee will receive one unit of the FCPE. Each unit will represent one share. The units of an FCPE cannot be listed on a stock exchange.
		(2) Direct Shareholding (including in the US)
		In those countries where the FCPE is problematic, subscriptions will be made directly by the employees and custody in a local or French bank may be arranged.
Voting Rights:		(1) FCPE
		Where possible, voting rights attached to each whole share subscribed for within the FCPE will be exercised directly by employee-unitholders. Voting rights attached to fractions of shares will be exercised by the FCPE Supervisory Board.
		(2) Direct Shareholding (including in the US)
		Each employee will be able to exercise directly the voting rights associated with the shares subscribed.
Dividends:		(1) FCPE
		Any dividends paid on the shares to the FCPE during the life of the plan will be reinvested by the FCPE in additional Sanofi shares ; the dividends will not be paid out directly to employees. These reinvested dividends will result in the issue of additional FCPE units or fractions of units to the employee. Other property received in respect of the shares (such as subscription rights in a rights offering) will generally be reduced to cash values and reinvested in the same manner.

		(2) Direct Shareholding (including in the US)
		Any dividends paid on the shares will be made directly to the employee (the custodian holding the shares will request the participant to provide his/her relevant bank data). Other property received in respect of the shares (such as subscription rights in a rights offering) will be handled at the discretion of the custodian, which may include distributing such property directly to the employee or selling it and paying the proceeds thereof to the employee, local law permitting.
Lock-up:		The shares or FCPE units will be locked up for a period of 3 years from the date the shares are issued (until May 31, 2027) or 5 years (until May 31, 2029), depending on the country, subject to certain customary exceptions provided for under French law, which may be reduced on a country-by-country basis and must be interpreted and applied in a manner consistent with French law.
French law authorizations:		Pursuant to Article 1.4(i) and 1.5(h) of the European Prospective Regulation, the offering will be exempted in France from the obligation to publish a prospectus.

 

Exhibit 5.1

April 4, 2024

Securities and Exchange Commission

450 Fifth Street, N.W., Washington, D.C. 20549

Ladies and Gentlemen:

I am Head of Legal Corporate & Finance of Sanofi, a société anonyme organized under the laws of the Republic of France (the “Company”). In that capacity, I have acted as French counsel to the Company in connection with a registration statement on Form S-8 (the “Registration Statement”) being filed with the United States Securities and Exchange Commission (the “SEC”) for the purpose of registering under the United States Securities Act of 1933, as amended (the “Securities Act”), ordinary shares, nominal value €2.00 per share, of the Company (“Company Shares”), including Company Shares that may be represented by American depositary shares of the Company (“Company ADSs”) (each Company ADS representing one-half of one Company Share), to be issued pursuant to the Action 2024 Shareholding Plan (the “Plan”) to U.S. holders.

In furnishing this opinion, I, or lawyers under my supervision, have examined the Registration Statement, Resolution Number 23 of the General Meeting of the Shareholders of Sanofi held on May 25, 2023 and the resolutions proposed for adoption at the General Meeting of the Shareholders on April 30, 2024 providing for the issuance of shares to Sanofi group employees, and such other documents, corporate records, certificates of public officials and other agreements, instruments or opinions as I have deemed necessary or advisable for the purpose of rendering the opinion set forth below. In this examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as original documents and the conformity to original documents of all documents submitted to me as copies. With respect to factual matters I have relied upon the accuracy of all facts and information set forth in the documents, corporate records, certificates and other agreements, instruments and opinions examined. On the basis of the foregoing, I am of the following opinion:

The Company Shares when issued pursuant to the Plan in accordance with the resolution of the general meeting of shareholders referred to above, will be validly issued, fully paid, and non-assessable.

The foregoing opinion is limited to matters involving the laws of the Republic of France. The foregoing opinion is also limited to the matters expressly stated in this letter, and no opinion shall be implied or inferred beyond the matters expressly stated. The foregoing opinion: (a) is rendered solely in connection with the registration, pursuant to the registration requirements of the Securities Act, of the offering, sale and delivery of the Company Shares to be issued in the United States pursuant to the purchase rights described in the Registration Statement; (b) may not be relied on for any other purpose; and (c) may not be reproduced, referred to or quoted in any offering materials, disclosure materials or similar printed matter.

 

 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 related to the Action 2024 Shareholding Plan of Sanofi, of our reports dated February 23, 2024, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear in Sanofi’s Annual Report on Form 20-F for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers Audit

Neuilly-sur-Seine, France

April 4, 2024

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Action 2024 Shareholding Plan of Sanofi, of our reports dated February 23, 2024, with respect to the consolidated financial statements of Sanofi and the effectiveness of internal control over financial reporting of Sanofi, included in its Annual Report (Form 20-F) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young et Autres

Paris-La Défense, France

April 4, 2024

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

SANOFI

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Ordinary Shares, par value €2.00 per share (1)

Other (2)

400,000 (3)

$78.82 (2)

$31,528,000

$147.60 per $1,000,000

$4,653.53

Total Offering Amounts

$31,528,000

$4,653.53

Total Fee Offsets

$0

Net Fee Due

$4,653.53

 

(1)

American Depositary Receipts evidencing American Depositary Shares issuable upon request after expiration of the three-year or five-year lock-up period (as the case may be) on deposit of the Ordinary Shares, nominal value €2.00 per share (“Ordinary Shares”), have been registered pursuant to a separate Registration Statement on Form F-6 (Registration No. 333-192032 and Registration No. 333-276123).

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), based upon a 20% discount from the average of the high and low prices of the Registrant’s Ordinary Shares on Euronext Paris on March 28, 2024 and converted at the noon buying rate of €1=$1.079 on March 28, 2024. The 20% discount represents the discount on the “Reference Price” offered to Participants pursuant to the Action 2024 Shareholding Plan (the “Plan”).

(3)

This Registration Statement covers up to 400,000 Ordinary Shares that may be sold to eligible employees under the Plan. The amount being registered also includes an indeterminate number of shares of Ordinary Shares that may be offered as a result of stock splits, stock dividends and anti-dilution provisions and other terms, in each case in accordance with Rule 416, under the Securities Act.