As filed with the Securities and Exchange Commission on December 20, 2002
Registration No. 333-9062
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASTRAZENECA PLC
(formerly Zeneca Group PLC)
(Exact Name of Registrant as Specified in Its Charter)
ENGLAND NONE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
15 Stanhope Gate
London WIY 6LN
ENGLAND
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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AstraZeneca Savings and Security Plan
AstraZeneca Savings and Security Plan
for Puerto Rico Employees
(Full title of the plans)
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Ann Booth-Barbarin
AstraZeneca Pharmaceuticals LP
1800 Concord Pike, P.O. Box 15437
Wilmington, Delaware 19850-5437
(302) 886-3000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Each Class Amount to be Offering Price Per Aggregate Amount of
of Securities to be Registered Registered Unit Offering Price Registration Fee
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American Depositary Shares representing
Ordinary Shares of $0.25 each of
AstraZeneca PLC (1)...................... * * * *
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the AstraZeneca Savings and
Security Plan and the AstraZeneca Savings and Security Plan for Puerto
Rico Employees.
* This form is an amendment to the Forms S-8 filed as of July 1, 1998 for
each of the Zeneca Deferred Compensation Plan (File No. 333-9062) and the
Zeneca Deferred Compensation Plan for Non-Exempt Employees (File No. 333-9060).
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AMENDMENT
The Zeneca Deferred Compensation Plan and the Zeneca Deferred Compensation
Plan for Non-Exempt Employees (collectively, the "Former Plans") were merged
and restated into a single plan now known as the AstraZeneca Savings and
Security Plan (the "New Plan"). On July 14, 2000 a post-effective amendment to
each of the Form S-8 registration statements (the "Initial Forms S-8")
previously filed for the Zeneca Deferred Compensation Plan (File No. 333-9062)
and the Zeneca Deferred Compensation Plan for Non-Exempt Employees (File No.
333-9060), was filed for the purpose of (i) noting the consolidation of the
Former Plans into the New Plan and (ii) making the shares previously registered
under the Initial Forms S-8 available for issuance under the New Plan.
Effective as of January 1, 2003, the AstraZeneca Savings and Security Plan
for Puerto Rico Employees (the "Puerto Rico Plan") is being established and
there will be effected a spin-off of a part of the New Plan. This Amendment is
being filed as a post-effective amendment to each of the Initial Forms S-8 to
reflect the spin-off of part of the New Plan and to make the shares previously
registered under the Initial Forms S-8 available for issuance under both the
New Plan and the Puerto Rico Plan.
Item 8. EXHIBITS
24. Powers of Attorney
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant, AstraZeneca PLC, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8/A and
has duly caused this Amendment to be signed on its behalf by the undersigned
duly authorized representative, in the City of Wilmington, State of Delaware,
on this 20th day of December, 2002.
ASTRAZENECA PLC
(Registrant)
By: /s/ Ann Booth-Barbarin
--------------------------------
Ann Booth-Barbarin
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
following capacities on the 20th day of December, 2002.
Name Title
---- -----
* Non-Executive Chairman
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Percy Barnevik
* Executive Deputy Chairman
-------------------------------
Hakan Mogren
* Chief Executive
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Thomas Fulton Wilson McKillop
* Executive Director, Business Development
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Ake Stavling
Executive Director, Chief Financial Officer
* (Principal Financial and Accounting Officer)
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Jonathan Richard Symonds
Non-Executive Director
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Erna Moller
* Non-Executive Director
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Marcus Wallenberg
Non-Executive Director
-------------------------------
Sir Peter Leahy Bonfield
Non-Executive Director & Chairman
of Audit Committee
-------------------------------
Karl von der Heyden
Non-Executive Director
-------------------------------
Dame Bridget Margaret Ogilvie
* Non-Executive Director
-------------------------------
Jane Ellen Henney
* Non-Executive Director
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John Buchanan
*By: /s/ Ann Booth-Barbarin
-------------------------------
Ann Booth-Barbarin
Attorney-in-Fact
Date: December 20, 2002
AUTHORIZED REPRESENTATIVE
/s/ Ann Booth-Barbarin
-------------------------------
Ann Booth-Barbarin, as the duly
authorized representative of
AstraZeneca PLC in the United States
Date: December 20, 2002
The Plans. Pursuant to the requirements of the Securities Act of 1933, the
Investment Committee of Zeneca Holdings Inc. has duly caused this registration
statement to be signed on behalf of the AstraZeneca Savings and Security Plan
and on behalf of the AstraZeneca Savings and Security Plan for Puerto Rico
Employees by the undersigned, duly authorized representative, in the City of
Wilmington, State of Delaware, on the 20th day of December, 2002.
ASTRAZENECA SAVINGS AND SECURITY PLAN
ASTRAZENECA SAVINGS AND SECURITY PLAN
FOR PUERTO RICO EMPLOYEES
By: /s/ Glenn M. Engelmann
-----------------------------------
Name: Glenn M. Engelmann
Title: Chair of Committee
EXHIBIT INDEX
24. Powers of Attorney