エドワーズ・ライフサイエンス・コーポレーション 外国会社臨時報告書
| 提出書類 | 外国会社臨時報告書 |
|---|---|
| 提出日 | |
| 提出者 | エドワーズ・ライフサイエンス・コーポレーション |
| カテゴリ | 外国会社臨時報告書 |
EDINET提出書類
エドワーズ・ライフサイエンス・コーポレーション(E05926)
外国会社臨時報告書
【表紙】
【提出書類】 外国会社臨時報告書
【提出先】 関東財務局長
【提出日】 令和元年 11 月 1 日
【会社名】 エドワーズ・ライフサイエンス・コーポレーション
(EDWARDS LIFESCIENCES CORPORATION)
【代表者の役職氏名】 最高経営責任者兼会長 マイケル・ A ・ムサレム
(Michael A. Mussallem, Chairman of the Board and Chief
Executive Officer)
アメリカ合衆国 92614 カリフォルニア州 アーバイン
【本店の所在の場所】
ワン・エドワーズ・ウェイ
(One Edwards Way, Irvine, California 92614 USA)
【代理人の氏名又は名称】 弁護士 森 下 国 彦
【代理人の住所又は所在地】 東京都千代田区大手町一丁目１番１号
大手町パークビルディング
アンダーソン・毛利・友常法律事務所
【電話番号】 03( 6775 )1000
【事務連絡者氏名】 弁護士 乙 黒 亮 祐
同 林 敬 祐
同 高 橋 祐太朗
【連絡場所】 東京都千代田区大手町一丁目１番１号
大手町パークビルディング
アンダーソン・毛利・友常法律事務所
【電話番号】 03( 6775 )1000
【縦覧に供する場所】 該当なし
( 注記 )
1. 本書において、文脈上格別に要求される場合を除き、「当社」または「エドワーズ」とは「エド
ワーズ・ライフサイエンス・コーポレーション」を指す。
2. 本書において、別段の定めがある場合を除き、「ドル」または記号「＄」は、米ドルを指す。本
書において、日本円（「 \ 」）への換算は、 2019 年 10 月 21 日現在の株式会社三菱 UFJ 銀行における対
顧客電信直売相場の仲値 1 ドル＝ 108.52 円の換算率で計算されている。
3. 本書中の表で計数が四捨五入されている場合、合計は計数の総和と必ずしも一致しない。
(Notes) :
1. In this document, the term ᰀ䌀漀洀瀀愀渀礠 or ᰀ䔀搀眀愀爀搀猠 refers to Edwards
Lifesciences Corporation unless the context requires otherwise.
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EDINET提出書類
エドワーズ・ライフサイエンス・コーポレーション(E05926)
外国会社臨時報告書
2. The term ᰀ搀漀氀氀愀爀猠 or symbol ᰀ␠ in this document, unless otherwise noted,
refers to United States Dollars. In this document, conversion into Japanese Yen
("\") has been performed at the exchange rate of $1.00 = ¥ 108.52 (from the mean
of the Telegraphic Transfer Buying and Selling Exchange Rates vis-à-vis customers
in MUFG Bank, Ltd. on October 21, 2019.
3. Where figures in tables in this document have been rounded, the totals may not
necessarily equate with the sum of the figures.
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EDINET提出書類
エドワーズ・ライフサイエンス・コーポレーション(E05926)
外国会社臨時報告書
１【提出理由】
当社が発行者である有価証券の募集が本邦以外の地域において開始されたため、金融商品取引
法第 24 条の 5 第 ▶ 項および第 15 項ならびに企業内容等の開示に関する内閣府令第 19 条第 1 項および第 2
項第 1 号の規定に基づき本外国会社臨時報告書を提出するものである。
２【報告内容】
(1) The primary public offering of Stock Purchase Rights
The primary public offering is with regard to the Stock Purchase Rights, with
respect to which the shares were actually purchased during the period from January 1st
to December 31st in 2018, for (i) eligible employees of the Company or its designated
subsidiary for employees who elect to participate in the Edwards Lifesciences
Corporation 2001 Employee Stock Purchase Plan For International Employees (the
“International Plan”), and (ii) employees who elect to participate in Edwards
Lifesciences Corporation 2001 Employee Stock Purchase Plan For United States Employees
(the "US Plan").
The International Plan was initially adopted by the Company’s Board of
Directors on February 8, 2001 and subsequently amended and restated by the Company’s
Board of Directors on February 20, 2003, September 13, 2005, July 9, 2009, November 10,
2009, and February 20, 2014.
The US Plan was initially adopted by the Company's Board of Directors on
February 8, 2001 and approved by the Company's stockholders at the Company’s 2001
Annual Meeting of Stockholders on May 10, 2001. The US Plan was also amended and
restated on February 20, 2003, September 13, 2005, February 15, 2007, July 9, 2009,
November 10, 2009, February 21, 2013, and February 23, 2017.
The amount of the paid-in-capital of the Company as of December 31, 2018 was
$1,384.4 million (Approx. ¥150,235 million) and the aggregate number of issued shares of
the Company was 215 million.
The securities issued by the Company are the bonds etc. with stock option having
the term to modify the execution price.
(The characteristic of the bond etc. with stock option having the term to modify the
execution price)
1) International Plan
The Plan allows eligible employees to purchase shares of the Company’s common
stock at ▶ discount through voluntary payroll deductions.
If an employee elects to participate, the employee must indicate the percentage
of his or her base pay that the employee elects to have deducted for the purchase of
shares by exercise of the Stock Purchase Rights under the Plan. An employee may elect
1-12%, in whole percentages only, of the employee’s base pay to be applied to the
purchase of shares under the Plan.
Payroll deductions are accumulated during each calendar quarter and applied to
the purchase of shares on each exercise date (hereinafter "Purchase Date" as defined in
the Plan). Shares may be purchased only with voluntary payroll deductions.
"Amount of Payment upon Exercise of the Stock Purchase Rights" per share shall
be the lesser of 85% of the fair market value of the Company's common stock on the
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外国会社臨時報告書
commencement of the Offering or, 85% of the fair market value of the Company's common
stock on each Purchase Date (i.e., Date of Exercise of the Stock Purchase Rights).
For purposes of the Plan, fair market value per share on the Offering
Commencement Date is the closing sales price per share on the New York Stock Exchange on
the last trading day before the applicable date and for the Purchase Date is the closing
sales price per share on the New York Stock Exchange on the Applicable Purchase Date.
The number of Shares to be issued upon Exercise of Options in the Exercise
Period of the Options will increase if the actual exercise price of the Options, which
shall be determined as set forth above, becomes lower.
The number of shares of Common Stock that may be issued under the Plan shall not
exceed 3,200,000 shares.
There is no lower limit of the Exercise Price and the Aggregate Issue Price in
this Plan, because the main purpose of this Plan is not to raise funds for the Company
but to encourage and facilitate stock ownership by employees by providing an opportunity
to purchase common stock through voluntary payroll deductions.
The Company does not have the right to purchase the Options.
2) US Plan
The Plan allows eligible employees to purchase shares of the Company’s common
stock at ▶ discount through voluntary payroll deductions.
If an employee elects to participate, the employee must indicate the percentage
of his or her base pay that the employee elects to have deducted for the purchase of
shares by exercise of the Stock Purchase Rights under the Plan. An employee may elect
1-12%, in whole percentages only, of the employee’s base pay to be applied to the
purchase of shares under the Plan.
Payroll deductions are accumulated during each calendar quarter and applied to
the purchase of shares on each exercise date (hereinafter "Purchase Date" as defined in
the Plan). Shares may be purchased only with voluntary payroll deductions.
"Amount of Payment upon Exercise of the Stock Purchase Rights" per share shall
be the lesser of 85% of the fair market value of the Company's common stock on the
commencement of the Offering or, 85% of the fair market value of the Company's common
stock on each Purchase Date (i.e., Date of Exercise of the Stock Purchase Rights).
For purposes of the Plan, fair market value per share on the Offering
Commencement Date is the closing sales price per share on the New York Stock Exchange on
the last trading day before the applicable date and for the Purchase Date is the closing
sales price per share on the New York Stock Exchange on the Applicable Purchase Date.
The number of Shares to be issued upon Exercise of Options in the Exercise
Period of the Options will increase if the actual exercise price of the Options, which
shall be determined as set forth above, becomes lower.
The number of shares of Common Stock that may be issued under the Plan shall not
exceed 12,100,000 shares.
There is no lower limit of the Exercise Price and the Aggregate Issue Price in
this Plan, because the main purpose of this Plan is not to raise funds for the Company
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エドワーズ・ライフサイエンス・コーポレーション(E05926)
外国会社臨時報告書
but to encourage and facilitate stock ownership by employees by providing an opportunity
to purchase common stock through voluntary payroll deductions.
The Company does not have the right to purchase the Options.
Primary offering of the Stock Purchase Rights
(i) Number of the Stock Purchase Rights Issued
403,192
(ii) Offering Price
$0
(iii) Aggregate Amount of Offering Price
(Aggregate amount of issue price of the Stock Purchase Rights)
$0
(Sum of the Aggregate amount of issue price of the Stock Purchase Rights
and the aggregate amount of the money to be paid upon exercise of the Stock
Purchase Rights)
Approx. $41,986,099 (Approx. ¥4,556,331,463)
(iv) Type and Number of Shares to be Transferred upon the Exercise of the Stock
Purchase Rights
(Type of Shares to be Transferred upon Exercise of the Stock Purchase
Rights)
Shares of the Company’s common stock, $1.00 par value in registered
form
(Number of Shares to be Transferred upon Exercise of the Stock Purchase
Rights)
403,192 Shares
(v) Amount of the Payment (per Share) upon Exercise of the Stock Purchase Rights
$104.13 (Approx. ¥11,300) This price is ▶ weighted average.
(vi) Exercise Period of the Stock Purchase Rights
1) International Plan
Shares of the Company were purchased upon exercise of the Stock
Purchase Rights on each of the following dates (“Purchase Date”),
using the accumulated payroll deductions (contributions) during the
preceding three months:
March 29, 2018
June 29, 2018
September 28, 2018
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外国会社臨時報告書
December 31, 2018
(See “Conditions for Exercise of the Stock Purchase Rights” below)
Payroll deductions are accumulated during each calendar quarter and
applied to the purchase of shares on each exercise date. The actual
exercise schedule (i.e., the Purchase Date) will be determined on the
commencement date of the initial offering in accordance with the Plan.
2) US Plan
The timing of exercise of the Stock Purchase Rights under the US Plan
is the same as that under the International Plan.
(vii) Conditions for Exercise of the Stock Purchase Rights
1) International Plan
(a) Eligible employees can suspend their contributions for
purchase of shares under the Plan at any time without any effect upon
his/her eligibility to participate in any succeeding offering periods
under the Plan. If an employee withdraws from the Plan, the balance
of his/her accumulated payroll deductions will be promptly refunded to
the participant.
(b) If the employment of the eligible employee terminates for any
reason, any subscription then in effect will be deemed to have been
withdrawn and any payroll deductions credited to his/her account prior
to date of termination will be promptly refunded to the participant.
(c) The Plan may be terminated or amended at any time and for any
reason by the Board of Directors of the Company.
(d) Upon termination of the Plan, the date of termination shall be
considered ▶ Purchase Date and any amounts remaining in the
participants’ accounts will be applied toward the purchase of the
shares. The Board of Directors will have authority to establish
administrative procedures regarding the exercise of unpurchased shares
or determine that such exercise is not permitted under the Plan.
(e) If, pursuant to ▶ change in control defined in the Plan
(“Change in Control”), rights to purchase Stock are not assumed or
otherwise continued in full force and effect, then each right to
purchase Stock under each Offering in effect at the time of the Change
in Control shall automatically be exercised, immediately prior to the
effective date of any Change in Control, by applying the payroll
deductions of each participant for the Offering in which such Change
in Control occurs to the purchase of whole shares of Stock at ▶
purchase price per share equal to eighty-five percent (85%) of the
lower of (i) the fair market value per share on the start date of the
applicable Offering or (ii) the fair market value per share
immediately prior to the effective date of such Change in Control.
(f) A Subscription that is in effect on an Offering End Date will
automatically be deemed to be ▶ Subscription for the Offering that
commences immediately following such Offering End Date, provided that
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外国会社臨時報告書
the Participant is still an Eligible Employee and has not withdrawn
the Subscription. Under the foregoing automatic enrollment provisions,
payroll deductions or contributions, as applicable, will continue at
the level in effect immediately prior to the new Offering Commencement
Date, unless changed in advance by the Participant in accordance with
Section 5.03.
2) US Plan
(a) If the Participant withdraws his or her Subscription with
respect to any Offering, the accumulated payroll deductions in the
Participant’s account at the time the Subscription is withdrawn will
be used to purchase shares of Stock at the next Purchase Date for the
Offering to which the Subscription related, in accordance with this
plan.
(b) upon termination of the Participant's employment for any
reason that results in the Participant not qualifying as an Eligible
Employee, any Subscription then in effect will be deemed to have been
withdrawn and any payroll deductions credited to the Participant’s
account will be used to purchase Stock on the next Purchase Date for
the Offering with respect to which such deductions relate.
Notwithstanding the foregoing, if the Participant has ▶ Subscription
in effect on the Participant’s termination of employment, payroll
deductions (at the rate in effect on the termination date) shall
continue to be made from Base Pay earned prior to termination of
employment, if any, that is paid to the Participant after such
termination of employment and before the earlier of (i) the three-
month anniversary of such termination of employment, or (ii) the
Offering End Date of such Offering. Any such payroll deduction shall
be used to purchase Stock on the next Purchase Date for the Offering
after the deduction is made.
(c) The Company’s Board of Directors shall have complete power
and authority to terminate or amend the Plan at any time and for any
reason; provided, however, that the Company’s Board of Directors
shall not, without the approval of the stockholders of the Company in
accordance with Section 423 of the Code, (i) increase the maximum
number of shares which may be issued under any Offering (except
pursuant to Section 10.03); (ii) amend the requirements as to the
class of employees eligible to purchase stock under the Plan; or (iii)
permit members of the Committee who are not Eligible Employees to
purchase stock under the Plan.
(d) Upon termination of the Plan, the date of termination shall be
considered ▶ Purchase Date, and any cash remaining in Participant
accounts will be applied to the purchase of Stock, unless determined
otherwise by the Company’s Board of Directors. Upon termination of
the Plan, the Company’s Board of Directors shall have authority to
establish administrative procedures regarding the exercise of
outstanding rights to purchase Stock or to determine that such rights
shall not be exercised.
(e) If pursuant to ▶ Change in Control rights to purchase Stock
are not assumed or otherwise continued in full force and effect, then
each right to purchase Stock under each Offering in effect at the time
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エドワーズ・ライフサイエンス・コーポレーション(E05926)
外国会社臨時報告書
of the Change in Control shall automatically be exercised, immediately
prior to the effective date of any Change in Control, by applying the
payroll deductions of each Participant for the Offering in which such
Change in Control occurs to the purchase of shares of Stock at ▶
purchase price per share equal to eighty-five percent (85%) of the
lower of (i) the Fair Market Value per share of Stock on the start
date of the applicable Offering or (ii) the Fair Market Value per
share of Stock immediately prior to the effective date of such Change
in Control.
(f) A Subscription that is in effect on an Offering End Date will
automatically be deemed to be ▶ Subscription for the Offering that
commences immediately following such Offering End Date, provided that
the Participant is still an Eligible Employee and has not withdrawn
the Subscription. Under the foregoing automatic enrollment
provisions, payroll deductions will continue at the level in effect
immediately prior to the new Offering Commencement Date, unless
changed in advance by the Participant in accordance with Section 5.03.
(viii) The Amount (per Share) Capitalized on share capital if the
Shares are Issued upon the Exercise of the Stock Purchase Right
$104.13 (Approx. ¥11,300)
(ix) Conditions of Transfer of the Stock Purchase Rights
Stock Purchase Rights cannot be assigned or transferred, except by the
provisions of ▶ Purchase Right holder's will or the laws of
inheritance following his/her death.
(x) Method of issuance
Allocation for eligible employees.
(xi) Name of underwriter
Not applicable.
(xii) Area of offering of the Stock Purchase Rights
1) International Plan
This plan is with regard to non-US countries such as Switzerland and
other multiple countries.
2) US Plan
This plan is limited to the US.
(xiii) Amount of net proceeds from issuance of new Stock Purchase Rights and
Breakdown, Amount and Timing of Use of Proceeds
Amount of net proceeds from issuance of new Stock Purchase Rights
Aggregate Amount of the Paid Rough Estimate of the Expenses Rough Estimate of the Net
in Money (Note) on the Issuance Proceeds Deducted
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外国会社臨時報告書
Approx. $41,986,099 Not Applicable Approx. $41,986,099
(Approx. ¥4,556,331,463) (Approx. ¥4,556,331,463)
(Note) The above amount is an aggregate of the money to be paid upon exercise
of all Stock Purchase Rights reported under this document.
With respect to the matter of expenses, the issuance is not being
delegated to ▶ third party and there are no specific fees (e.g.,
underwriting fees) associated therewith. The issuance did generate
certain internal administration expenses, however, it is difficult to
allocate such expenses appropriately.
Breakdown, Amount and Timing of Use of Proceeds
All funds received upon exercise of the Stock Purchase Rights will be
used for general corporate purposes and for any other purposes as
determined from time to time. It is difficult for the Company to
decide at this stage the specific purposes and the specific amount of
money allotted for each purpose, as well as the timing of such use.
(xiv) Date of the issuance of new Stock Purchase Rights
The Stock Purchase Rights are issued upon subscription.
(xv) If the relevant securities are to be listed on ▶ stock exchange, the name of
the relevant stock exchange
Not applicable.
(xvi) Matters pertaining to the bond etc. with stock option having the term to
modify the execution price
1) The reason for the Company's raising funds by issuing Options with
Amendments of the Exercise Price
The primary goal of the Company is to increase the number of employee
ownership by providing an opportunity to purchase common stock through
voluntary payroll deductions. The Company does not specially offer the
International Plan and the US Plan to raise the funds, even though it
does actually raise the funds by such offering. The issuance of shares
under the International Plan and the US Plan results in dilution of
the ownership interest of existing shareholders. However, this
dilution is limited by the restrictions on the maximum amount of share
issuance under the International Plan and the US Plan as described
herein.
The Company believes that encouraging stock ownership by employees of
Company and its affiliates through the International Plan and the US
Plan is an effective method of aligning the interests of employees and
Company shareholders in ▶ way that is beneficial to employees,
shareholders, and the Company.
2) Derivatives trading under Article 19, Paragraph 9 of the Cabinet Office
Ordinance Concerning Disclosure of Information on Companies
Not applicable.
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外国会社臨時報告書
3) Agreement to be made between the Company and the holders of the Options
in connection with exercising the Options (including money or other
property which is paid in order to limit the persons' exercising the
Options)
Not applicable.
4) Agreement to be made between the Company and the holders of the Options
in connection with selling and buying Company stock
Not applicable.
5) Agreement to be made between the Company's stake holders or any other
interested parties and the holders of the Options in connection with
borrowing and lending of Company stock
Not applicable.
6) Other matters for protection of investors
Not applicable.
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