As filed with the Securities and Exchange Commission on October 27, 2005
Registration No. 333-____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ABB Ltd
(Exact Name of Registrant as Specified in Its Charter)
Switzerland Not Applicable
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Affolternstrasse 44
CH-8050 Zurich
Switzerland
(Address of Principal Executive Offices)
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ABB Employee Share Acquisition Plan - US Share Acquisition Sub-Plan
(Full Title of the Plan)
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E. Barry Lyon
Assistant General Counsel
ABB Holdings Inc.
501 Merritt 7
Norwalk, Connecticut 06856
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent For Service: (203) 750-2481
Copy to: Gregory Pryor, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
CALCULATION OF REGISTRATION FEE
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Title Of Each Class of Securities Amount To Proposed Maximum Proposed Maximum Amount of
To Be Registered Be Offering Price per Aggregate Offering Registration
Registered(1) Share(2) Price(2) Fee
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Registered Shares, par value CHF 2.50(3) 10,000,000 $6.965 $69,650,000 $8,197.81
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(1) The number of Registered Shares ("Shares") being registered represents the
estimated maximum number of shares that may be issued under the ABB
Employee Share Acquisition Plan to persons resident in the United States.
This Registration Statement on Form S-8 shall also cover any additional
Shares which become issuable under the Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of outstanding Shares of the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended
(the "Securities Act"). The maximum aggregate offering price of the Shares
is based on the amount of Shares to be registered, multiplied by the
average of the high and low sale prices for the American Depositary Shares
(each representing one Share) on the New York Stock Exchange on October 21,
2005.
(3) American Depositary Shares issuable on deposit of the Shares registered
hereby have been registered pursuant to a separate Registration Statement
on Form F-6 (File No. 333-13346) of the Registrant.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with or furnished to the Securities and
Exchange Commission (the "Commission") by the Registrant pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement and made a part hereof:
1. The Registrant's Annual Report on Form 20-F for the fiscal year ended
December 31, 2004 (including the description of share capital contained therein)
filed with the Commission on May 27, 2005; and
2. The Registrant's Reports on Form 6-K furnished to the Commission on
February 17, 2005, February 25, 2005, March 22, 2005, April 19, 2005, April 22,
2005, April 29, 2005, May 18, 2005, June 30, 2005, July 5, 2005, July 28, 2005,
August 4, 2005, August 23, 2005, September 7, 2005 and September 28, 2005.
All documents and reports subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement indicating that all
securities offered hereby have been sold or deregistering all such securities
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents or reports.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Except as hereinafter set forth, neither the Articles of Incorporation of
the Registrant nor any contract or other arrangement contains any provision
under which any director or officer of the Registrant is insured or indemnified
in any manner against any liability that he or she may incur in his or her
capacity as such. In addition, according to Homburger Rechtsanwalte, our
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Swiss counsel, there is no provision of Swiss law providing for any such
indemnification of directors or officers. The Registrant has obtained directors'
and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.1 Articles of Incorporation of the Registrant. Incorporated by reference
to the Registrant's Annual Report on Form 20-F for the year ended
December 31, 2003, filed with the Securities and Exchange Commission
on April 9, 2004.
4.2 Form of Amended and Restated Deposit Agreement, among the Registrant,
Citibank, N.A., as Depositary, and the holders and beneficial owners
from time to time of American Depositary Shares issued thereunder.
Incorporated by reference to Exhibit (a)(i) to Post-Effective
Amendment No. 1 on Form F-6 (File No. 333-13346) filed by the
Registrant with the Securities and Exchange Commission on May 7, 2001.
4.3 Form of American Depositary Receipt (included in Exhibit 4.2).
4.4 ABB Employee Share Acquisition Plan - US Schedule and Plan Rules.
5.1 Opinion of Homburger Rechtsanwalte.
23.1 Consent of Homburger Rechtsanwalte (included in Exhibit 5.1 to this
Registration Statement).
23.2 Consent of Ernst & Young AG.
23.3 Consent of Price Waterhouse.
23.4 Consent of KPMG Bohlins AB.
24 Power of Attorney (included on signature pages of this Registration
Statement).
Item 9. Undertakings.
(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:
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(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
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 this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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.
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 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 Commission such indemnification is
against public policy as expressed in the Act 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
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asserted by such director, officer or controlling person 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 Act and will be governed by the final
adjudication of such issue.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Zurich, Switzerland, on this 27th day of October,
2005.
ABB LTD
By: /s/ Michel Demare
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Name: Michel Demare
Title: Chief Financial Officer
By: /s/ Richard A. Brown
-------------------------------------
Name: Richard A. Brown
Title: Group Vice President and
Assistant General Counsel
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Fred Kindle, Michel Demare, Richard Gruenhagen,
Richard A. Brown, E. Barry Lyon and Alfred Storck, and any two of them acting
jointly, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and any of two of them acting jointly, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done virtue hereof.
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 October 27, 2005.
Signature Title
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/s/ Fred Kindle President and Chief Executive Officer
--------------------------------- (principal executive officer)
Fred Kindle
/s/ Jurgen Dormann Chairman of the Board of Directors
---------------------------------
Jurgen Dormann
/s/ Michel Demare Chief Financial Officer
--------------------------------- (principal financial officer)
Michel Demare
/s/ Richard Gruenhagen Head of Group Accounting and Consolidation
--------------------------------- (principal accounting officer)
Richard Gruenhagen
/s/ Roger Agnelli Director
---------------------------------
Roger Agnelli
/s/ Louis R. Hughes Director
---------------------------------
Louis R. Hughes
/s/ Hans Ulrich Marki Director
---------------------------------
Hans Ulrich Marki
/s/ Michel de Rosen Director
---------------------------------
Michel de Rosen
/s/ Michael Treschow Director
---------------------------------
Michael Treschow
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/s/ Bernd W. Voss Director
---------------------------------
Bernd W. Voss
/s/ Jacob Wallenberg Director
---------------------------------
Jacob Wallenberg
ABB HOLDINGS INC.,
its duly authorized representative
in the United States
By: /s/ E. Barry Lyon
-------------------------------------------
Name: E. Barry Lyon
Title: Assistant General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
4.1 Articles of Incorporation of the Registrant. Incorporated by reference
to the Registrant's Annual Report on Form 20-F for the year ended
December 31, 2003, filed with the Securities and Exchange Commission
on April 9, 2004.
4.2 Form of Amended and Restated Deposit Agreement, among the Registrant,
Citibank, N.A., as Depositary, and the holders and beneficial owners
from time to time of American Depositary Shares issued thereunder.
Incorporated by reference to Exhibit (a)(i) to Post-Effective
Amendment No. 1 on Form F-6 (File No. 333-13346) filed by the
Registrant with the Securities and Exchange Commission on May 7, 2001.
4.3 Form of American Depositary Receipt (included in Exhibit 4.2).
4.4 ABB Employee Share Acquisition Plan - US Schedule and Plan Rules.
5.1 Opinion of Homburger Rechtsanwalte.
23.1 Consent of Homburger Rechtsanwalte (included in Exhibit 5.1 to this
Registration Statement).
23.2 Consent of Ernst & Young AG.
23.3 Consent of Price Waterhouse.
23.4 Consent of KPMG Bohlins AB.
24 Power of Attorney (included on signature pages of this Registration
Statement).
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