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 |