S-8 POS 1 d341126ds8pos.htm POST-EFFECTIVE AMENDMENT #1 TO FORM S-8 Post-Effective Amendment #1 to Form S-8

As filed with the Securities and Exchange Commission on April 30, 2012

Registration No. 333-172422

 

 

 

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

 

 

ELI LILLY AND COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

  LILLY CORPORATE CENTER  
INDIANA   INDIANAPOLIS, INDIANA 46285   35-0470950
(State or other jurisdiction Of   (Address of Principal Executive Offices)   (I.R.S. Employer
incorporation or organization)   (Zip Code)   Identification No.)
   
   

The Lilly Employee 401(k) Plan

The Savings Plan for Lilly Affiliate Employees in Puerto Rico

The Lilly Excess Savings Plan

The Excess Savings Plan (GAP Savings) for Eli Lilly Affiliate Employees in Puerto Rico

Robert A. Armitage, Senior Vice President and General Counsel

Eli Lilly and Company

Lilly Corporate Center

Indianapolis, Indiana 46285

(Name and address of agent for service)

Telephone number, including area code, of agent for service: 317-276-2000

 

 

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. (Check one):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   ¨

 

 

 

DEREGISTRATION OF CERTAIN SPECIFIED SECURITIES

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333-172422) filed by Eli Lilly and Company (the “Registrant”) with the U.S. Securities and Exchange Commission on February 24, 2011 (the “Registration Statement”) to register a total of 9,150,000 shares of the Registrant’s Common Stock for issuance under the four employee compensation plans and an indeterminate amount of Plan interests in each such Plan:

 

  •  

The Lilly Employee 401(k) Plan (the “U.S. Plan”)

 

  •  

The Savings Plan for Lilly Affiliate Employees in Puerto Rico (the “P.R. Plan”)

 

  •  

The Lilly Excess Savings Plan (the “U.S. Excess Plan”)

 

  •  

The Excess Savings Plan (GAP Savings) for Eli Lilly Affiliate Employees in Puerto Rico (the “P.R. Excess Plan”)

The Registrant has confirmed that the offer and sale of the Registrant’s Common Stock is not now authorized under either the U.S. Excess Plan or the P.R. Excess Plan. In accordance with the Registrant’s undertaking in Part II, Item 9(a)(3) of the Registration Statement, the Registrant hereby amends the Registration Statement to deregister any shares of the Registrant’s Common Stock issuable under, and the indeterminate amount of Plan interests in, the U.S. Excess Plan and the P.R. Excess Plan under the Registration Statement and remaining unsold. The Registration Statement remains in effect for the 9,000,000 shares of Registrant’s Common Stock issuable under, and the indeterminate amount of Plan interests in, the U.S. Plan and the P.R. Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.     EXHIBITS

 

       Exhibit
       Number Description

 

  23    Consent of Ernst & Young LLP, Independent Auditors
  24    Power of Attorney

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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on April 30, 2012.

 

ELI LILLY AND COMPANY
By   /s/ John C. Lechleiter
  John C. Lechleiter, Chairman of the Board,
  President, and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed on April 30, 2012, by the following persons in the capacities indicated.

 

Signature

   

Title

/s/ John C. Lechleiter

    Chairman of the Board, President, Chief Executive Officer,

John C. Lechleiter, Ph.D.

    and a Director (principal executive officer)

/s/ Derica W. Rice

    Executive Vice President, Global Services, and Chief

Derica W. Rice

    Financial Officer (principal financial officer)

/s/ Arnold C. Hanish

    Vice President, Finance, and Chief Accounting Officer

Arnold C. Hanish

    (principal accounting officer)

/s/ Ralph Alvarez

    Director

Ralph Alvarez

   

/s/ Katherine Baicker

    Director

Katherine Baicker, Ph.D.

   

/s/ Sir Winfried Bischoff

    Director

Sir Winfried Bischoff

   

/s/ Michael L. Eskew

    Director

Michael L. Eskew

   

/s/ J. Erik Fyrwald

    Director

J. Erik Fyrwald

   

/s/ Alfred G. Gilman

    Director

Alfred G. Gilman, M.D., Ph.D.

   
/s/ R. David Hoover    Director

R. David Hoover

   

/s/ Karen N. Horn

    Director

Karen N. Horn, Ph.D.

   

/s/ Ellen R. Marram

    Director

Ellen R. Marram

   

/s/ Douglas R. Oberhelman

    Director

Douglas R. Oberhelman

   

/s/ Franklyn G. Prendergast

    Director

Franklyn G. Prendergast, M.D., Ph.D.

   

/s/ Kathi P. Seifert

    Director

Kathi P. Seifert

   

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana on April 30, 2012.

 

The Lilly Employee 401(k) Plan
By   /s/ Stacey M. Roberson
  Stacey M. Roberson
  Secretary, Employee Benefits Committee
  Plan Administrator

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana on April 30, 2012.

 

The Savings Plan for Lilly Affiliate Employees in

Puerto Rico

By   /s/ Stacey M. Roberson
  Stacey M. Roberson
  Secretary, Employee Benefits Committee
  Plan Administrator

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana on April 30, 2012.

 

The Lilly Excess Savings Plan
By   /s/ Stacey M. Roberson
  Stacey M. Roberson
  Secretary, Employee Benefits Committee
  Plan Administrator

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana on April 30, 2012.

 

The Excess Savings Plan (GAP Savings)

for Eli Lilly Affiliate Employees in Puerto Rico

By   /s/ Stacey M. Roberson
  Stacey M. Roberson
  Secretary, Employee Benefits Committee
  Plan Administrator

INDEX TO EXHIBITS

The following documents are filed as part of this Registration Statement:

Exhibit

 

23 Consent of Ernst & Young LLP, Independent Auditors

 

24 Power of Attorney