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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 2000
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
UBS AG
(Exact Name of Registrant as Specified in Its Charter)
SWITZERLAND
(State or Other Jurisdiction of Incorporation or Organization)
98-0186363
(I.R.S. Employer Identification Number)
BAHNHOFSTRASSE 45, ZURICH, SWITZERLAND, AND AESCHENVORSTADT 1,
BASEL, SWITZERLAND
(Address of Principal Executive Offices)
UBS AG/PAINE WEBBER GROUP INC. REPLACEMENT STOCK PLAN
(Full Title of the Plan)
ROBERT C. DINERSTEIN, ESQ.
UBS AG
299 PARK AVENUE
NEW YORK, NEW YORK 10171
(212) 821-3000
(Name, Address and Telephone Number of Agent for Service)
COPIES TO:
H. RODGIN COHEN, ESQ.
REBECCA J. SIMMONS, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED SHARE(1) PRICE (1) FEE (1)
<S> <C> <C> <C> <C>
ORDINARY SHARES PAR VALUE 6,365,890 Not Applicable $855,893,910.50 $225,956
CHF 10
</TABLE>
(1) PURSUANT TO RULE 457(h)(1) AND 457(c) OF THE SECURITIES ACT OF 1933,
AS AMENDED, THE PROPOSED MAXIMUM OFFERING PRICE AND THE AMOUNT OF
THE REGISTRATION FEE HAVE BEEN COMPUTED ON THE BASIS OF A PRICE OF
$134.45 PER UBS AG ORDINARY SHARE, THE AVERAGE OF THE HIGH AND LOW
SALE PRICES PER UBS AG ORDINARY SHARE ON THE NEW YORK STOCK EXCHANGE
COMPOSITE TAPE ON OCTOBER 27, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by Rule 428 under the Securities Act of 1933, as
amended, this registration statement omits the information specified in Part I
of Form S-8. The documents containing the information specified in Part I will
be delivered to the participants in the plan covered by this registration
statement, as required by Rule 428(b). Such documents are not being filed with
the Securities and Exchange Commission as part of this registration statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by UBS AG (the "Company") are hereby
incorporated by reference in this registration statement:
The Company's Annual Report on Form 20-F for the year ended December
31, 1999, filed pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"), as amended or supplemented by the prospectus filed by the Company
pursuant to Rule 424(b)(1) on October 3, 2000;
The Company's reports on Form 6-K filed on May 25, 2000, July 12, 2000,
July 17, 2000, July 26, 2000, October 2, 2000, October 11, 2000 October 24, 2000
and October 27, 2000 filed pursuant to the Exchange Act;
The description of the Company's Ordinary Shares, par value CHF 10 per
share, contained in the Company's registration statement on Form 20-F filed with
the Commission on May 9, 2000, pursuant to the Exchange Act (Registration No.
00115026) including any amendments or reports filed for the purposes of updating
such description; and
All documents filed by the Company pursuant to Section 13(a) and 15(d)
of the Exchange Act of 1934, as amended, after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the filing date of such documents.
Any statement contained 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
incorporated or deemed to be incorporated by reference herein) modifies or
supersedes such 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
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Neither the UBS articles of association nor Swiss statutory law contain
provisions regarding the indemnification of directors and officers.
According to general principles of Swiss employment law, an employer
may, under certain circumstances, be required to indemnify an employee against
losses and expenses incurred by him in the execution of his duties under the
employment agreement, unless the losses and expenses arise from the employee's
gross negligence or willful misconduct.
UBS maintains directors' and officers' insurance for its directors and
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
No. Description
4.1 Articles of Association of UBS AG.
4.2 Organization Regulations of UBS AG.
5 Opinion of Baer & Karrer, Swiss counsel of UBS AG, regarding
validity of the securities of UBS AG being registered under this
Registration Statement.
23.1 Consent of Ernst & Young Ltd.
23.2 Consent of Baer & Karrer (Included in Exhibit 5 to this
registration statement).
24 Power of Attorney.
ITEM 9. UNDERTAKINGS
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 this registration statement
(or the most recent post-effective amendment thereof)
which, individually or in aggregate, represent a
fundamental change in the information set forth in this
registration statement. Notwithstanding the
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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 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) of this Item 9 do not apply if the information
required to be included in the post-effective amendment by
those paragraphs is contained in periodic reports filed by
the Company pursuant to Section 13 or Section 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.
(4) To file a post-effective amendment to the registration statement to include
any financial statements required by Item 8.A. of Form 20-F at the start of any
delayed offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10 (a) (3) of the Act need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a) (4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section 10(a)
(3) of the Act or Rule 3-19 of this chapter if such financial statements and
information are contained in periodic 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, as amended, that are incorporated by reference
in the Form F-3.
(5) The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company'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.
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(6) Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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, as amended,
the Company 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 November 3, 2000.
UBS AG
By: /s/ Luqman Arnold
-----------------------------------------
Name: Luqman Arnold
Title: Chief Financial Officer
By: /s/ Robert B. Mills
-----------------------------------------
Name: Robert B. Mills
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
indicated capacities on November 3, 2000.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
by: * President and Group
--------------------------- Chief Executive Officer
Name: Marcel Ospel (Principal Executive Officer)
by: * Chief Financial Officer
--------------------------- (Principal Financial Officer)
Name: Luqman Arnold
by: * Group Controller
--------------------------- and Member of Group Managing Board
Name: Hugo Schaub (Principal Accounting Officer)
by: * Chairman of the Board of Directors
---------------------------
Name: Alex Krauer
by: * Vice Chairman of the Board of Directors
---------------------------
Name: Alberto Togni
by: * Vice Chairman of the Board of Directors
---------------------------
Name: Markus Kundig
</TABLE>
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<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
by: * Member of the Board of Directors
---------------------------
Name: Peter Bockli
by: * Member of the Board of Directors
---------------------------
Name: Eric Honegger
by: * Member of the Board of Directors
---------------------------
Name: Rolf A. Meyer
by: * Member of the Board of Directors
---------------------------
Name: Hans Peter Ming
by: Member of the Board of Directors
---------------------------
Name: Andreas Reinhart
</TABLE>
* By Power of Attorney
/s/ Luqman Arnold
-----------------------------------------
Luqman Arnold
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Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, as amended, the Authorized Representative has duly caused this
Registration Statement to be signed on its behalf by the undersigned, solely in
its capacity as the duly authorized representative of UBS AG in the United
States, in The City of New York, State of New York, on the 3rd of November,
2000.
By: /s/ Robert B. Mills
-----------------------
Name: Robert B. Mills
Title: Managing Director
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INDEX TO EXHIBITS
4.1 Articles of Association of UBS AG.
4.2 Organization Regulations of UBS AG.
5 Opinion of Baer & Karrer, Swiss counsel of UBS AG, regarding
validity of the securities of UBS AG being registered under this
Registration Statement.
23.1 Consent of Ernst & Young Ltd.
23.2 Consent of Baer & Karrer (Included in Exhibit 5 to this
registration statement).
24 Power of Attorney.
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