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Anheuser-Busch InBev SA/NV – ‘S-8’ on 11/29/22

On:  Tuesday, 11/29/22, at 4:28pm ET   ·   Effective:  11/29/22   ·   Accession #:  1193125-22-294350   ·   File #:  333-268582

Previous ‘S-8’:  ‘S-8’ on 11/24/20   ·   Latest ‘S-8’:  This Filing   ·   10 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/29/22  Anheuser-Busch InBev SA/NV        S-8        11/29/22    8:443K                                   Donnelley … Solutions/FA

Registration Statement – Securities for an Employee Benefit Plan   —   Form S-8   —   SA’33

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement - Securities for an          HTML     62K 
                Employee Benefit Plan                                            
 2: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     86K 
 3: EX-4.5      Instrument Defining the Rights of Security Holders  HTML    100K 
 4: EX-4.6      Instrument Defining the Rights of Security Holders  HTML    106K 
 5: EX-23.1     Consent of Expert or Counsel                        HTML      6K 
 6: EX-24.1     Power of Attorney                                   HTML     27K 
 7: EX-24.2     Power of Attorney                                   HTML     10K 
 8: EX-FILING FEES  Filing Fees                                     HTML     27K 


‘S-8’   —   Registration Statement – Securities for an Employee Benefit Plan


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  S-8  

Registration Statement No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

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 No.)

Brouwerijplein 1,

3000 Leuven, Belgium

(Address of Principal Executive Offices)

Restricted Stock Units Plan for Directors

Base Performance Stock Units Plan Relating to Shares of AB InBev

Base Share-Based Compensation Plan Relating to Shares of AB InBev

Base Share-Based Compensation Plan Relating to American Depositary Shares of AB InBev

(Full title of plans)

John Blood

c/o Anheuser-Busch InBev Services, LLC

250 Park Avenue

New York, New York 10017

Tel. No.: (212) 573-8800

(Name and address of agent for service)

(Telephone number, including area code, 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,” “smaller reporting company,” and an “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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

Anheuser-Busch InBev SA/NV, a public limited liability company (société anonyme/naamloze vennootschap) incorporated in Belgium (“AB InBev” or the “Registrant”), has filed this Registration Statement to register for use AB InBev’s ordinary shares without nominal value (the “Ordinary Shares”) pursuant to four plans—the Restricted Stock Units Plan for Directors, the Base Performance Stock Units Plan Relating to Shares of AB InBev, the Base Share-Based Compensation Plan Relating to Shares of AB InBev and the Base Share-Based Compensation Plan Relating to American Depositary Shares of AB InBev.

Out of the total of 22,250,000 Ordinary Shares being registered in this Registration Statement, 250,000 Ordinary Shares are being registered for use pursuant to the Restricted Stock Units Plan for Directors, 9,000,000 Ordinary Shares are being registered for use pursuant to the Base Performance Stock Units Plan Relating to Shares of AB InBev, 11,000,000 Ordinary Shares are being registered for use pursuant to the Base Share-Based Compensation Plan Relating to Shares of AB InBev and 2,000,000 Ordinary Shares to be represented by American Depositary Shares are being registered for use pursuant to the Base Share-Based Compensation Plan Relating to American Depositary Shares of AB InBev.

The 250,000 Ordinary Shares being registered for use pursuant to the Restricted Stock Units Plan for Directors are in addition to the Ordinary Shares previously registered for use pursuant to the Restricted Stock Units Plan for Directors under the Registration Statement on Form S-8 (File No. 333-231556), filed with the Securities and Exchange Commission (the “Commission”) on 17 May 2019. These Ordinary Shares will be issued to eligible participants in the ordinary course in accordance with the terms and conditions of the Restricted Stock Units Plan for Directors and this filing does not represent any change in the amount of compensation to be paid to members of the Board of Directors of AB InBev.

 

2


PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8. The document(s) containing the information specified in Part I will be delivered to the participants in the plans covered by this Registration Statement as required by Rule 428(b) under the Securities Act. 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 that AB InBev has filed with the Commission are incorporated in this Registration Statement by reference and made a part hereof:

 

   

AB InBev’s Annual Report on Form 20-F for the year ended 31 December 2021 filed with the Commission on 18 March 2022 (“Annual Report”);

 

   

Current Reports on Form 6-K filed with the Commission on each of the following dates:

 

   

5 May 2022, containing AB InBev’s unaudited interim report for the three-month period ended 31 March 2022.

 

   

29  July 2022, containing AB InBev’s unaudited interim report for the six-month period ended 30 June 2022.

 

   

27  October 2022, containing AB InBev’s unaudited interim report for the nine-month period ended 30 September 2022.

 

   

November  16, 2022, regarding the launch of debt tender offers.

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 herein or in any document incorporated or deemed to be incorporated by reference herein 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 document which also is or is deemed to be 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.

 

Item 4.

Description of Securities

Please refer to “Description of Ordinary Shares” in Exhibit 2.15 to the Annual Report for a description of Ordinary Shares.

Please refer to “American Depositary Shares” in Exhibit 2.15 to the Annual Report for a description of American Depositary Shares.

 

3


Item 5.

Interests of Named Experts and Counsel

None. Because no original issuance Ordinary Shares are to be registered hereunder, no opinion of counsel regarding the legality of the Ordinary Shares being registered hereunder is required.

 

Item 6.

Indemnification of Directors and Officers

Group Coverage and Policy

As the parent company of the AB InBev Group and to the extent permitted by law, 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. In addition, AB InBev is prohibited under Belgian law to agree in advance to indemnify and hold its directors harmless from liability. Notwithstanding, when legally permissible, it is AB InBev’s practice to indemnify its directors in the conditions set out above.

For purposes of the above, “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.

 

Item 8.

Exhibits

 

Exhibit No.   

Description

4.1    Articles of Association of Anheuser-Busch InBev SA/NV (English-language translation) (incorporated by reference to Exhibit 99.1 to the Form 6-K filed with the Commission on 28 November 2022).
4.2    Amended and Restated Deposit Agreement, by and among AB InBev and The Bank of New York Mellon, as Depositary and Owners and Holders of American Depositary Shares, dated as of 23 March 2018 (incorporated by reference to Exhibit 4.2 to the Form S-8 filed with the Commission on 14 September 2018).
4.3    Terms and Conditions of the Restricted Stock Units Plan for Directors (incorporated by reference to Exhibit 4.3 to the Form S-8 filed with the Commission on 17 May 2019).
4.4    Terms and Conditions of the Base Performance Stock Units Plan Relating to Shares of AB InBev.

 

4


Exhibit No.   

Description

4.5    Terms and Conditions of the Base Share-Based Compensation Plan Relating to Shares of AB InBev.
4.6    Terms and Conditions of the Base Share-Based Compensation Plan Relating to American Depositary Shares of AB InBev.
23.1    Consent of PwC Bedrijfsrevisoren BV/Reviseurs d’Entreprises SRL.
24.1    Powers of Attorney of Certain Directors and Officers of Anheuser-Busch InBev SA/NV.
24.2    Power of Attorney of Authorized Representative in the United States.
107    Filing Fee Table.

 

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:

 

  (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 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 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, 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.

 

(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 Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s 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.

 

(c)

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 Securities 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

 

5


  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 and will be governed by the final adjudication of such issue.

 

6


SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Leuven, Belgium, on 29 November 2022.

 

Anheuser-Busch InBev SA/NV
By:  

/s/ Jan Vandermeersch

Name:   Jan Vandermeersch
Title:   Authorized Signatory
By:  

/s/ Guy Ernotte Dumont

Name:   Guy Ernotte Dumont
Title:   Authorized Signatory

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below on 29 November 2022.

 

Signature

  

Title

*

Michel Doukeris

  

Chief Executive Officer

(Principal Executive Officer)

*

Fernando Tennenbaum

  

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

*

Martin J. Barrington

   Chairman of the Board of Directors

     

María Asuncion Aramburuzabala

   Member of the Board of Directors

*

M. Michele Burns

   Member of the Board of Directors

     

Sabine Chalmers

   Member of the Board of Directors

*

Paul Cornet de Ways Ruart

   Member of the Board of Directors

*

Claudio Garcia

   Member of the Board of Directors

     

William F. Gifford, Jr.

   Member of the Board of Directors

 

7


*

Paulo Alberto Lemann

   Member of the Board of Directors

*

Elio Leoni Sceti

   Member of the Board of Directors

     

Xiaozhi Liu

   Member of the Board of Directors

*

Alejandro Santo Domingo Dávila

   Member of the Board of Directors

*

Cecilia Sicupira

   Member of the Board of Directors

*

Grégoire de Spoelberch

   Member of the Board of Directors

     

Nitin Nohria

   Member of the Board of Directors

*

Alexandre Van Damme

   Member of the Board of Directors

*

Thomas Larson

   Authorized Representative in the United States

 

*By:  

/s/ Jan Vandermeersch

Name:   Jan Vandermeersch
Title:   Attorney-in-Fact

 

8


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing    Date    Other Filings
Filed on / Effective on:11/29/22None on these Dates
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/11/24  Anheuser-Busch InBev SA/NV        20-F       12/31/23  198:52M                                    Donnelley … Solutions/FA
 3/17/23  Anheuser-Busch InBev SA/NV        20-F       12/31/22  198:42M                                    Donnelley … Solutions/FA


8 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/28/22  Anheuser-Busch InBev SA/NV        6-K        11/28/22    2:162K                                   Donnelley … Solutions/FA
11/16/22  Anheuser-Busch InBev SA/NV        6-K        11/16/22    2:117K                                   Donnelley … Solutions/FA
10/27/22  Anheuser-Busch InBev SA/NV        6-K        10/27/22    2:285K                                   Donnelley … Solutions/FA
 7/29/22  Anheuser-Busch InBev SA/NV        6-K         6/30/22  118:21M                                    Donnelley … Solutions/FA
 5/05/22  Anheuser-Busch InBev SA/NV        6-K         5/05/22    2:270K                                   Donnelley … Solutions/FA
 3/18/22  Anheuser-Busch InBev SA/NV        20-F       12/31/21  215:46M                                    Donnelley … Solutions/FA
 5/17/19  Anheuser-Busch InBev SA/NV        S-8         5/17/19    5:173K                                   Donnelley … Solutions/FA
 9/14/18  Anheuser-Busch InBev SA/NV        S-8         9/14/18    9:629K                                   Donnelley … Solutions/FA
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