Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on September 8, 2014
 
 Registration No.  333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
 
NOVARTIS AG
(Exact name of issuer of deposited securities as specified in its charter)

Novartis Inc.
(Translation of issuer's name into English)

Switzerland
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

1 Chase Manhattan Plaza, Floor 58, New York, NY, 10005-1401
Telephone (800) 990-1135
 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
 
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808
1-800-927-9800
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York  10022
(212) 319-7600

It is proposed that this filing become effective under Rule 466
x  immediately upon filing
o  on (Date) at (Time)        

If a separate registration statement has been filed to register the deposited shares, check the following box. o
 
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum aggregate price per unit (1)
Proposed maximum
aggregate offering price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one registered share of Novartis AG
300,000,000
American Depositary Shares
$0.05
$15,000,000
$1932
(1)
Each Unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
CROSS REFERENCE SHEET
 
The Prospectus consists of the form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit (a)(7) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption
  
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
           
(1)
Name and address of Depositary
  
Introductory paragraph
           
(2)
Title of American Depositary Receipts and identity of deposited securities
  
Face of American Depositary Receipt, top center
           
  Terms of Deposit:      
           
  (i)
Amount of deposited securities represented by one unit of American Depositary Shares
  
Face of American Depositary Receipt, upper right corner
           
  (ii)
Procedure for voting, if any, the deposited securities
  
Paragraph  (13)
           
  (iii)
Collection and distribution of dividends
  
Paragraphs (4), (5), (7) and (10)
           
  (iv)
Transmission of notices, reports and proxy soliciting material
  
Paragraphs (3), (8) and (12)
           
  (v)
Sale or exercise of rights
  
Paragraphs (4), (5) and (10)
           
  (vi)   
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs (4), (5), (10) and (14)
 
  (vii)
Amendment, extension or termination of the Deposit Agreement
  
Paragraphs (17) and (18)
           
  (viii)  
Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
  
Paragraph (3)
           
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Paragraphs (1), (2),  (4) and (5)
           
  (x)
Limitation upon the liability of the Depositary
  
Paragraph (15)
           
(3)
Fees and Charges
  
Paragraph (7)
           
 
 
 
 
 
Item 2.  AVAILABLE INFORMATION
 
Item Number and Caption
  
Location in Form of American Depositary  
Receipt Filed Herewith as Prospectus
           
(b)
Statement that Novartis AG is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Commission -- and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
  
Paragraph (8)
 
 
 
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
(a)(1)
Form of Deposit Agreement. Amended and Restated Deposit Agreement, dated as of May 11, 2000 among Novartis AG, JPMorgan Chase Bank (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement")(incorporated by reference to Exhibit (a)(1) to Post-Effective Amendment No. 1 to the registration statement on Form F-6 (File No. 333-11758) filed September 8, 2000)
   
(a)(2)
Amendment No. 1 to the Deposit Agreement (incorporated by reference to Exhibit (a)(2) to Post-Effective Amendment No. 1 to the registration statement on Form F-6 (File No. 333-11758) filed September 8, 2000)
   
(a)(3)
Amendment No. 2 to the Deposit Agreement (incorporated by reference to Exhibit (a)(3) to the registration statement on Form F-6 (File No. 333-13446) filed on May 7, 2001)
   
(a)(4)
Letter Agreement dated October 27, 2004 between Novartis AG and JPMorgan Chase Bank, as depositary (incorporated by reference to Exhibit 2.2 to Annual Report on Form 20-F for the year ended December 31, 2004)
   
(a)(5)
Letter Agreement dated September 12, 2005 between Novartis AG and JPMorgan Chase Bank, as depositary (incorporated by reference to Exhibit 2.3 Annual Report on Form 20-F for the year ended December 31, 2005)
   
(a)(6)
Letter Agreement dated December 14, 2007 between Novartis AG and JPMorgan Chase Bank, as depositary (incorporated by reference to Exhibit 2.4 Annual Report on Form 20-F for the year ended on December 31, 2007)
   
(a)(7)
Form of American Depositary Receipt . Filed herewith as Exhibit (a)(7).
   
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.
   
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.  Not Applicable.
   
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.  Filed herewith as Exhibit (d).
   
(e)
Certification under Rule 466.  Filed herewith as Exhibit (e).
   
(f)
Power of Attorney.  Included as part of the signature pages hereto.
 
Item 4.  UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on September 8, 2014.
                          
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
       
 
By:
JPMORGAN CHASE BANK, N.A., as Depositary
  
       
       
  By: /s/ Gregory A. Levendis  
  Name: 
Gregory A. Levendis
  
  Title:
Executive Director
  
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Novartis AG certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on September 8, 2014.
 
  NOVARTIS AG  
       
  By: /s/ Harry Kirsch  
  Name: 
Harry Kirsch
  
  Title:
Chief Financial Officer
  
 
       
  By: /s/ Felix R. Ehrat  
  Name: 
Felix R. Ehrat
  
  Title:
General Counsel
  
 
 
 
 
 
 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints two of Harry Kirsch, Felix R. Ehrat, Steven Baert, Philippe Waty, Peter Rupprecht, and Barry Rosenfeld, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and 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 full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of their substitutes, may lawfully do or cause to be done by virtue thereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of September 8, 2014.
 
Signature
  
Title
  
       
/s/ Joerg Reinhardt
  
Chairman of the Board of Directors
  
Dr. Joerg Reinhardt
      
       
/s/ Joseph Jimenez
  
Chief Executive Officer (principal executive officer)
  
Joseph Jimenez
      
/s/ Harry Kirsch
  
Chief Financial Officer (principal financial and accounting officer)
  
Harry Kirsch
      
/s/ Ulrich Lehner
  
Vice-Chairman and Lead Director of the Board of Directors
  
Dr. Ulrich Lehner
      
       
/s/ Enrico Vanni
  
Vice-Chairman of the Board of Directors
  
Dr. Enrico Vanni
      
       
/s/ Dimitri Azar
  
Director
  
Dr. Dimitri Azar
      
       
/s/ Verena A. Briner
  
Director
  
Dr. Verena A. Briner
      
       
/s/ Srikant Datar
  
Director
  
Dr. Srikant Datar
      
       
/s/ Ann Fudge
  
Director
  
Ann Fudge
      
       
/s/ Pierre Landolt
  
Director
  
Dr. Pierre Landolt
      
       
/s/ Andreas von Planta
  
Director
  
Dr. Andreas von Planta
      
       
/s/ Charles L. Sawyers
  
Director
  
Dr. Charles L. Sawyers
      
 
 
 
 
 
Signature  
Title
  
       
/s/ William T. Winters
  
Director
  
William T. Winters
      
       
/s/ Barry Rosenfeld
  
Authorized U.S. Representative
  
Barry Rosenfeld
      
       
       
 
 
 
 
 
INDEX TO EXHIBITS

Exhibit Number
    
     
(a)(7)
Form of ADR.
  
     
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
  
     
(e)
Rule 466 Certification