Registration No. 333-81364
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
Bayer Aktiengesellschaft
(Exact Name of Registrant as specified in its charter)
Bayer Corporation*
(Translation of Registrant’s name into English)
|
Federal Republic of Germany |
Not Applicable (I.R.S. Employer Identification No.) |
Bayerwerk, Gebäude W11
Kaiser-Wilhelm-Allee
51368 Leverkusen, GERMANY
(Address of principal executive offices)
BAYER CORPORATION EMPLOYEE SHARE PURCHASE PLAN
(Full Title of the Plan)
George Lykos
Bayer Corporation SVP,
Chief Legal Officer
and Secretary
Bayer Corporation
100 Bayer Road
Pittsburgh, Pennsylvania 15205-9741
(412) 777-2000
(Name, address and telephone number, including area code, of agent for service)
* Bayer Corporation is also the name of a wholly-owned subsidiary of the Registrant in the United States.
On January 25, 2002, Bayer Aktiengesellschaft (the “Registrant”) filed with the Securities and Exchange Commission the (“SEC”) a Registration Statement on Form S-8 (Registration Statement 333-81364) (the “Form S-8”) registering 5,500,000 ordinary shares of the Registrant of no par value (the “Shares”) to be issued to participants under the Bayer Corporation Employee Share Purchase Plan (the “Plan”) in the form of American Depositary Shares (“ADSs”).
On September 5, 2007, the Registrant announced its intention to file for delisting of its ADSs from the New York Stock Exchange (“NYSE”), thereby terminating its reporting obligations under NYSE’s rules. It also announced its intention to deregister its ordinary shares under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), thereby terminating its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act with the SEC.
As a result, the Registrant has ceased to offer and sell Shares under the Plan pursuant to the Form S-8. As of the date hereof, the Registrant estimates that approximately 2,473,793 of the Shares registered in connection with the Plan remain unsold. This Post-Effective Amendment No. 1 to Registration Statement No. 333-81364 is being filed in order to deregister all Shares registered under the Form S-8 remaining unsold under the Plan.
|
|
2 |
|
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 on Form S-8 (Registration No. 333-81364) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leverkusen, on September 20, 2007.
BAYER AKTIENGESELLSCHAFT
By: /s/ Dr. Roland Hartwig
Name: Dr. Roland Hartwig
Title: General Counsel
|
|
|
| |||||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-81364) has been signed by the following persons on the dates and in the capacities indicated below.
|
Name |
Title |
Date |
|
/s/ Werner Wenning |
Chairman, Board of Management |
September 26, 2007 |
|
Werner Wenning |
(Director and Principal Executive Officer) |
|
|
/s/ Klaus Kühn |
Member, Board of Management and Chief Financial Officer |
September 26, 2007 |
|
Klaus Kühn |
(Director, Principal Accounting Officer and Principal Financial Officer) |
|
|
/s/ Dr. Wolfgang Plischke |
Member, Board of Management |
September 26, 2007 |
|
Dr. Wolfgang Plischke |
(Director) |
|
|
/s/ Dr. Richard Pott |
Member, Board of Management |
September 26, 2007 |
|
Dr. Richard Pott |
(Director) |
|
|
/s/ George Lykos |
Authorized Representative in the United States |
September 19, 2007 |
|
George Lykos
|
(Bayer Corporation SVP, Chief Legal Officer and Secretary) |
|
|
|
3 |
|