Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 29 2017 - 3:39PM
Edgar (US Regulatory)
Registration Statement No. 333-208634
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 2 to Form
S-8
Registration Statement
No. 333-208634
UNDER
THE
SECURITIES ACT OF 1933
Anheuser-Busch InBev SA/NV
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
Belgium
|
|
None
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification Number)
|
Brouwerijplein 1,
3000 Leuven, Belgium
(Address of Principal Executive Offices)
Long-Term
Incentive Plan Relating to Shares of Anheuser-Busch InBev December 2015
Long-Term Incentive Plan Relating to American
Depositary Shares of Anheuser-Busch InBev December 2015
Exceptional Incentive Restricted Stock Units Programme 2015
2020 Dream Incentive Plan
Long Term Incentive Plan Relating to Shares of Anheuser-Busch InBev December 2016
Long-Term Incentive Plan Relating to American Depositary Shares of Anheuser-Busch InBev December 2016
(Full Title of the Plans)
Alan Audi
Anheuser-Busch InBev SA/NV
250 Park Avenue
New
York, New York 10017
Tel. No.: (212)
573-8800
(Name, Address and Telephone Number of Agent for Service)
Copies to:
John
Horsfield-Bradbury
Sullivan & Cromwell LLP
1 New Fetter Lane
London
EC4A 1AN
United Kingdom
Tel. No.:
+44-20-7959-8900
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 the definitions of large accelerated filer, accelerated filer, and smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act. (Check one):
|
|
|
|
|
|
|
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. ☐
EXPLANATORY STATEMENT
This Post-Effective Amendment No. 2 to the Registration Statement on Form
S-8
(File No. 333-208634),
originally filed by Anheuser-Busch InBev SA/NV, a public limited liability company (
soci
é
t
é
anonyme/naamloze vennootschap
) incorporated in Belgium (Old AB InBev) and the predecessor of
Newbelco SA/NV, a public limited liability company (
soci
é
t
é
anonyme/naamloze vennootschap
), which has subsequently been
re-named
Anheuser-Busch InBev SA/NV
(AB InBev or the Registrant), relates to the Long-Term Incentive Plan Relating to Shares of Anheuser-Busch InBev December 2015 (the 2015 LTI Plan), the Long-Term Incentive Plan Relating to American
Depositary Shares of Anheuser-Busch InBev December 2015 (the 2015 LTI ADS Plan), the Exceptional Incentive Restricted Stock Units Programme 2015 and the 2020 Dream Incentive Plan (collectively, the December 2015
Plans), to which the Registrant is successor issuer.
Old AB InBev filed the Registration Statement on Form
S-8
(File No. 333-208634) on 18 December 2015 with the Securities and Exchange Commission (the Commission) to register a number of ordinary shares under the December 2015 Plans, including
6,000,000 under the 2015 LTI Plan and 3,980,000 shares under the 2015 LTI ADS Plan. Requisite registration fees were paid at that time to register the securities. The Registrant has since adopted the new Long Term Incentive Plan Relating to Shares
of Anheuser-Busch InBev December 2016 (the 2016 LTI Plan) and the Long-Term Incentive Plan Relating to American Depositary Shares of Anheuser-Busch InBev December 2016 (the 2016 LTI ADS Plan).
The 2015 LTI Plan and 2015 LTI ADS Plan expired as of 31 December 2015, such that no new awards representing shares in the Registrants ordinary
shares were issuable under either after that date. The Registrant is filing this Post-Effective Amendment No. 2 to the Form
S-8
because ordinary shares originally allocated to the 2015 LTI Plan and 2015
LTI ADS Plan that are (i) subject to awards granted under the 2015 LTI Plan and 2015 LTI ADS Plan that are forfeited, expired, canceled or settled in cash without delivery of such shares, (ii) tendered to satisfy the exercise price or
withheld to satisfy the tax withholding obligations in connection with awards outstanding under the 2015 LTI Plan and 2015 LTI ADS Plan, and (iii) issued under an award outstanding under the 2015 LTI Plan and 2015 LTI ADS Plan that are
forfeited back to the Registrant after delivery because of the failure to meet an award contingency or condition, shall become eligible for issuance under the 2016 LTI Plan and the 2016 LTI ADS Plan (collectively, the Recycled Shares).
The Registrant believes that the potential number of Recycled Shares will not exceed 5,761,296 shares of the Registrants ordinary shares, which are expected to be comprised of 2,788,818 ordinary shares from the 2015 LTI Plan and 2,972,478
ordinary shares from the 2015 LTI ADS Plan. Of these 5,761,296 Recycled Shares, 3,582,830 will become eligible for issuance under on the 2016 LTI Plan and 1,313,898 will become eligible for issuance under the 2016 LTI ADS Plan.
This Post-Effective Amendment No. 2 to the Registration Statements shall become effective upon filing with the Securities and Exchange Commission
pursuant to Rule 464 under the Securities Act of 1933. In accordance with SEC Compliance and Disclosure Interpretation 126.43, no new filing fee is due with respect to this Post-Effective Amendment.
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8
will be sent or given to participants in the plans covered by this registration statement as specified by Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the Commission either
as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this registration statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission are incorporated in this registration statement by reference and made a part hereof:
|
|
|
AB InBevs Annual Report on Form
20-F
for the year ended 31 December 2016 filed with the Commission on 22 March 2017 (Annual Report);
|
|
|
|
AB InBevs Form
F-4
(File
No. 333-213328)
filed with the Commission on 26 August 2016 (the Form
F-4)
solely with respect to any amendment or report filed for the purpose of updating the descriptions of Ordinary Shares and ADSs contained under the headings Description of Newbelco Ordinary Shares and
Newbelco ADSsDescription of the Rights and Benefits Attached to Newbelco Ordinary Shares and Description of Newbelco Ordinary Shares and Newbelco ADSsDescription of the Rights and Benefits Attached to Newbelco ADSs in
the Form
F-4;
and
|
|
|
|
Current Reports on Form
6-K
filed with the Commission on each of the following dates:
|
|
o
|
26 April 2017, regarding annual shareholders meeting;
|
|
o
|
5 May 2017, containing AB InBevs unaudited interim report for the three-month period ended 31 March 2017;
|
|
o
|
30 June 2017, ABI SAB Group Holding Limiteds unaudited condensed consolidated financial statements as of 30 September 2016 and for the six months ended 30 September 2016 and 2015 and AB InBev
Groups unaudited pro forma condensed combined income statement for the year ended 31 December 2016;
|
|
o
|
27 July 2017, containing AB InBevs unaudited interim report for the
six-month
period ended 30 June 2017;
|
|
o
|
9 August 2017, regarding the combination of AB InBevs Russia and Ukraine businesses with Anadolu Efes;
|
|
o
|
6 September 2017, regarding the pricing of AB InBevs AUD 1.95 billion aggregate principal amount of senior unsecured notes issued under its Australian Medium Term Notes Programme;
|
|
o
|
5 October 2017, regarding the completion of the Coca-Cola Beverages Africa transaction;
|
|
o
|
12 October 2017, regarding the redemption of five series of senior notes due 2018;
|
|
o
|
26 October 2017, containing AB InBevs unaudited interim report for the nine-month period ended 30 September 2017; and
|
|
o
|
13 November 2017, regarding the appointment of Michel Doukeris as Zone President North America, CEO of Anheuser-Busch.
|
Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such document shall not create
any implication that there has been no change in the affairs of AB InBev since its date or that the information contained in it is current as of any time subsequent to its date.
All documents filed by AB InBev pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof and prior
to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Reports on Form
6-K
that AB InBev furnishes to the Commission subsequent to the date hereof will only be deemed incorporated by reference into this Registration Statement if
such Report on Form
6-K
expressly states that it is incorporated by reference herein.
Any statement contained in
such a document shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a subsequent statement contained herein or in a subsequently filed or furnished document incorporated by reference herein,
modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. In addition, any statement contained in any such
document shall be deemed to be superseded for the purpose of this Registration Statement to the extent that a discussion contained herein covering the same subject matter omits such statement. Any such statement omitted shall not be deemed to
constitute a part of this Registration Statement.
Item 4.
|
Description of Securities
|
Please refer to Description of Newbelco Ordinary Shares and Newbelco
ADSsDescription of the Rights and Benefits Attached to Newbelco Ordinary Shares in the Form
F-4
for a description of Ordinary Shares.
3
Please refer to Description of Newbelco Ordinary Shares and Newbelco ADSsDescription of the Rights
and Benefits Attached to Newbelco ADSs in the Form
F-4
for a description of American Depositary Shares.
Item 5.
|
Interests of Named Experts and Counsel
|
Not applicable
Item 6.
|
Indemnification of Directors and Officers
|
Group Coverage and Policy
As the parent company of the Anheuser-Busch InBev Group, AB InBev has undertaken to indemnify its directors, officers and employees against
any and all expenses (including, without limitation, attorneys fees and any expenses of establishing a right to indemnification by AB InBev), judgments, fines, penalties, settlements and other amounts actually and reasonably incurred by any
such director, officer and employee in connection with the defense or settlement of any proceeding brought (i) by a third party or (ii) by AB InBev or by shareholders or other third parties in the right of AB InBev. Such indemnification
applies if, with respect to the acts or omissions of such director, officer and employee, he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of AB InBev and, in the case of a criminal action or
proceeding, he or she had no reason to believe that his or her conduct was unlawful. For these purposes, proceeding refers to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or
investigative to which a director, officer or employee is a party or is threatened to be made a party by reason of the fact that he or she was a director or an agent of AB InBev or of one of its subsidiaries or by reason of anything done or not done
by him or her in such capacity.
No determination in any proceeding by judgment, order, settlement or conviction or otherwise shall, of
itself, create a presumption that such director, officer or employee did not act in good faith and in a manner which he or she reasonably believed to be in the best interests of AB InBev and, with respect to any criminal action or proceeding, he or
she had reasonable cause to believe that his or her conduct was unlawful.
In addition, AB InBev has a liability insurance policy that
covers all past, present and future directors and officers of AB InBev and its subsidiaries, which are those entities in which it holds more than 50% of the voting rights, or of which it can individually, or under a written shareholders
agreement, appoint the majority of the board of directors. The insurance covers defense costs and financial damages such directors or officers are legally obliged to pay as a result of any claim against them. A claim for these purposes
includes all requests against the directors and officers, including (i) a civil proceeding, (ii) a criminal proceeding, (iii) a formal administrative or regulatory proceeding and (iv) a written request by a third party.
Item 7.
|
Exemption from Registration Claimed
|
Not applicable.
|
|
|
Exhibit
No.
|
|
Description
|
|
|
4.1
|
|
Consolidated Articles of Association of Anheuser-Busch InBev SA/NV (English-language translation) (incorporated by reference to Exhibit 99.4 to Anheuser-Busch InBev SA/NVs Report on Form
6-K
(File
No. 001-37911)
filed with the Commission on 11 October 2016).
|
|
|
4.2
|
|
Amended and Restated Deposit Agreement, by and among Old AB InBev and The Bank of New York Mellon, as Depositary and Owners and Holders of American Depositary Shares, dated as of 15 September 2009, to which Anheuser-Busch InBev
SA/NV is successor in interest (incorporated by reference to Exhibit 4.2 to Anheuser-Busch InBev SA/NVs Registration Statement on Form
S-8
(File
No. 333-165065)
filed with the Commission on 25 February 2010).
|
|
|
4.3
|
|
Terms and Conditions of the Long-Term Incentive Plan Relating to Shares of Anheuser-Busch InBev December 2015 (incorporated by reference to Exhibit 4.3 to Anheuser-Busch InBev SA/NVs Registration Statement on Form
S-8
(File
No. 333-208634)
filed with the Commission on 18 December 2015).
|
|
|
4.4
|
|
Terms and Conditions of the Long-Term Incentive Plan Relating to American Depositary Shares of Anheuser-Busch InBev December 2015 (incorporated by reference to Exhibit 4.4 to Anheuser-Busch InBev SA/NVs Registration
Statement on Form
S-8
(File
No. 333-208634)
filed with the Commission on 18 December 2015).
|
|
|
4.5
|
|
Terms and Conditions of the Long Term Incentive Plan Relating to Shares of Anheuser-Busch InBev December 2016.
|
4
|
|
|
Exhibit
No.
|
|
Description
|
|
|
4.6
|
|
Terms and Conditions of the Long Term Incentive Plan Relating to Relating to American Depositary Shares of Anheuser-Busch InBev December 2016.
|
|
|
23.1
|
|
Consent of Deloitte Bedrijfsrevisoren / Reviseurs dEntreprises /BV o.v.v.e. CVBA/ SC s.f.d. SCRL (Zaventem), relating to the financial statements of Anheuser-Busch InBev SA/NV for the financial year ended 31 December
2016.
|
|
|
23.2
|
|
Consent of PwC Bedrijfsrevisoren BCVBA.
|
|
|
23.3
|
|
Consent of Deloitte Touche Tohmatsu Auditores Independentes (São Paulo, Brazil), relating to the financial statements of Ambev S.A. for the year ended 31 December 2015.
|
|
|
24.1
|
|
Power of Attorney of Authorized Representative in the United States (filed herewith).
|
|
|
24.2
|
|
Power of Attorney of Certain Directors and Officers (incorporated by reference to Exhibit 24.1 to Old AB InBevs Post-Effective Amendment No. 1 filed with the Commission on 21 November 2016 to its Registration
Statement on Form
S-8
filed with the Commission on 18 December 2015).
|
|
(a)
|
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 of 1933;
|
|
(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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement;
|
|
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form
S-8,
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, 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.
|
5
|
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
|
|
(h)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 against the registrant 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 of 1933 and will be governed by the final adjudication of such issue.
|
|
(i)
|
The undersigned registrant hereby undertakes that:
|
|
(1)
|
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
|
(2)
|
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.
|
6
EXHIBIT INDEX
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, Anheuser-Busch InBev SA/NV, 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 the city of Leuven,
Belgium on 29 November 2017.
|
|
|
Anheuser-Busch InBev
SA/NV
|
|
|
|
|
|
By:
|
|
/s/ Jan Vandermeersch
|
Name:
|
|
Jan Vandermeersch
|
Title:
|
|
Global Legal Director Corporate
|
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 29 November 2017.
|
|
|
Signature
|
|
Title
|
|
|
*
|
|
Chief Executive Officer
(principal executive officer)
|
Carlos Brito
|
|
|
|
*
|
|
Chief Financial Officer
(principal financial and accounting officer)
|
Felipe Dutra
|
|
|
|
*
|
|
Director
|
Maria Asuncion Aramburuzabala
|
|
|
|
|
*
|
|
Director
|
Alexandre Behring
|
|
|
|
|
*
|
|
Director
|
M. Michele Burns
|
|
|
|
|
*
|
|
Director
|
Paul Cornet de Ways Ruart
|
|
|
|
|
*
|
|
Director
|
Stéfan Descheemaeker
|
|
|
|
|
*
|
|
Director
|
Olivier Goudet
|
|
|
|
|
*
|
|
Director
|
Paulo Alberto Lemann
|
|
|
|
|
|
|
Director
|
Elio Leoni Sceti
|
|
|
|
|
*
|
|
Director
|
Carlos Alberto Sicupira
|
|
|
|
|
*
|
|
Director
|
Grégoire de Spoelberch
|
|
|
|
|
*
|
|
Director
|
Marcel Herrmann Telles
|
|
|
|
|
*
|
|
Director
|
Alexandre Van Damme
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
|
|
Martin J. Barrington
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
|
|
William F. Gifford, Jr.
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
|
|
Alejandro Santo Domingo Dávila
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Authorized Representative in the United States
|
|
|
|
|
Alan Audi
|
|
|
|
|
|
|
*By:
|
|
|
|
/s/ Jan Vandermeersch
|
|
|
|
|
|
|
Jan Vandermeersch
Attorney-in-Fact
|
|
|
9
Anheuser Busch Inbev SA NV (NYSE:BUD)
Historical Stock Chart
From Sep 2024 to Oct 2024
Anheuser Busch Inbev SA NV (NYSE:BUD)
Historical Stock Chart
From Oct 2023 to Oct 2024