UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K/A
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REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
DECEMBER 15, 2004
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NOVO NORDISK A/S
(Exact name of Registrant as specified in its charter)
NOVO ALLE
DK-2880, BAGSVAERD
DENMARK
(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g-32(b):82-_____________________
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This amendment Form 6-K/A filing is being made due to a missing cover page and
signature page, the original filing was timely filed on August 31, 2004
HOLDING OF NOVO NORDISK SHARES BY THE MEMBERS OF THE BOARD OF DIRECTORS, OF
EXECUTIVE MANAGEMENT AND ALL INSIDERS AND CONNECTED PERSONS AS PER 26 AUGUST
2004
IN ACCORDANCE WITH SECTION 37 OF THE DANISH SECURITIES TRADING ACT, NOVO NORDISK
IS REQUIRED ON A QUARTERLY BASIS AFTER THE CLOSURE OF THE TRADING WINDOW TO
PUBLISH HOLDINGS OF NOVO NORDISK SHARES AS REPORTED BY INSIDERS TO NOVO NORDISK.
Please find on the next pages the holding of the Novo Nordisk shares and Novo
Nordisk share options as of the closure of the trading window as reported to
Novo Nordisk.
THE SHARE PORTFOLIO
HOLDING OF MOVEMENTS
SHARES SINCE 14 MAY PORTFOLIO AS PER
14 MAY 2004 2004 26 AUGUST 2004
TOTAL MARKET VALUE
SHAREHOLDING OF TOTAL
BOARD OF DIRECTORS: NUMBER OF SHAREHOLDING IN
BOUGHT SOLD SHARES DKK
Mads 0vlisen 17,330 0 0 17,330 5,580,260
Sten Scheibye 400 0 0 400 128,800
Kurt Briner 2,400 0 0 2,400 772,800
Johnny Henriksen 300 0 0 300 96,600
Niels Jacobsen 11,000 0 0 11,000 3,542,000
Ulf J. Johansson 0 0 0 0 0
Anne Marie Kverneland 1,600 0 0 1,600 515,200
Kurt Anker Nielsen 27,440 0 3,000 24,440 7,869,680
Stig Strobaek 400 0 0 400 128,800
Jorgen Wedel 5,555 0 0 5,555 1,788,710
BOARD OF DIRECTORS IN TOTAL: 66,425 0 3,000 63,425 20,422,850
EXECUTIVE MANAGEMENT:
Lars Rebien Sorensen 3,800 0 0 3,800 1,223,600
Jesper Brandgaard 5,545 0 0 5,545 1,785,490
Lars Almblom Jorgensen 8,690 0 0 8,775 2,798,180
Lise Kingo 1,555 0 0 1,555 500,710
Kare Schultz 5,000 0 0 5,000 1,610,000
Mads Krogsgaard Thomsen 8,835 0 8,735 100 32,200
EXECUTIVE MANAGEMENT IN TOTAL: 33,425 0 8,735 24,690 7,950,180
ALL INSIDERS AND CONNECTED PERSONS IN TOTAL: 647,135 208,377,470
For background information and definitions, please see below.
THE SHARE OPTION PORTFOLIO - BOARD OF DIRECTORS
MARKET
VALUE OF
OPTIONS EXERCISED OUTSTANDING OPTIONS
OUTSTANDING SINCE 26 AUGUST EXERCISE (DKK
GRANTED EXERCISE PERIOD 14 MAY 2004 14 MAY 2004 2004 PRICE MILLION)
1999 2003-08 19,500 0 19,500 198 3
2000 2004-07 95,920 0 95,920 198 13
2000 2004-09 21,000 0 21,000 198 3
TOTAL 136,420 0 136,420 19
THE SHARE OPTION PORTFOLIO - EXECUTIVE MANAGEMENT
MARKET
VALUE OF
OPTIONS EXERCISED OUTSTANDING OPTIONS
OUTSTANDING SINCE 26 AUGUST EXERCISE (DKK
GRANTED EXERCISE PERIOD 14 MAY 2004 14 MAY 2004 2004 PRICE MILLION)
1998 2001-06 10,500 0 10,500 190 1
1998 2002-07 17,000 0 17,000 125 3
1999 2003-08 37,500 0 37,500 198 5
2000 2004-07 200,140 0 200,140 198 28
2000 2004-09 35,000 0 35,000 198 5
2001 2005-10 47,500 0 47,500 332 4
2003 2007-12 70,000 0 70,000 195 11
TOTAL 417,640 0 417,640 57
BACKGROUND INFORMATION AND DEFINITIONS RE HOLDING OF SHARES:
WHAT IS THE TRADING WINDOW?
Novo Nordisk's internal rules on trading in Novo Nordisk securities permit
trading in such securities by insiders and connected persons in the
15-calendar-day period following each quarterly announcement.
WHO ARE ALL INSIDERS AND CONNECTED PERSONS?
Insiders at Novo Nordisk are defined as members of the Board of Directors,
members of Executive Management, senior vice presidents and all employees
reporting directly to them, all employees in Corporate Legal, Corporate Finance,
Investor Relations and Corporate Communications, elected auditors and their
deputies as well as certain other employees who by the general counsel have been
categorised as insiders. Further, insiders include the following from Novo
Nordisk's parent organisation, Novo A/S, and the Novo Nordisk Foundation:
members of the Board of Directors, members of Management and other employees who
have access to inside information re Novo Nordisk, as well as elected auditors.
The insider register at Novo Nordisk comprises a total of approximately 500
people including directors, executives and employees.
This group's reported trading in the Novo Nordisk share also includes trading
undertaken by insiders' spouses/cohabitants or children under the age of 18 as
well as any company, foundation and/or other businesses controlled by the
insider, his/her spouse/cohabitant and/or children under the age of 18
(connected persons). This brings the group to a total of approximately
1,500-2,000 members.
WHAT ARE ID CODE AND SHARES?
The ID code DK001028081 is the code (ISIN) of the Novo Nordisk share on the
Copenhagen Stock Exchange. Shares include shares listed on the Copenhagen Stock
Exchange and London Stock Exchange as well as ADRs listed on New York Stock
Exchange, except for ADRs held in 401(k) retirement plan by US-based employees.
WHAT ARE MOVEMENTS?
Movements comprise shares purchased or otherwise acquired and shares sold or
otherwise disposed of. Movements further comprise shareholdings of members of
the Board of Directors and/or members of Executive Management taking office
during the period under review.
WHAT IS MARKET VALUE OF THE TOTAL SHAREHOLDING?
The market value is the total shareholding of the members of the Board of
Directors, of the members of Executive Management and of the insiders and
connected persons as a group, respectively, multiplied by the closing share
price on the Copenhagen Stock Exchange on 25 August 2004 of DKK 322.
BACKGROUND INFORMATION AND DEFINITIONS RE HOLDING OF OPTIONS:
As far as options granted in 2000 are concerned, please note that the options
granted with an exercise period of 2004-07 relates to the combined 'share
investment scheme' and 'option grant scheme' launched in connection with the
demerger of Novozymes.
WHAT IS MARKET VALUE OF OPTIONS?
The calculation of market values of the options is based on the Black-Scholes
option-pricing model. The closing price on the Copenhagen Stock Exchange on 25
August 2004 of DKK 322 is used.
Novo Nordisk is a healthcare company and a world leader in diabetes care. The
company has the broadest diabetes product portfolio in the industry, including
the most advanced products within the area of insulin delivery systems. In
addition, Novo Nordisk has a leading position within areas such as haemostasis
management, growth hormone therapy and hormone replacement therapy. Novo Nordisk
manufactures and markets pharmaceutical products and services that make a
significant difference to patients, the medical profession and society. With
headquarters in Denmark, Novo Nordisk employs approximately 18,800 full-time
employees in 69 countries, and markets its products in 179 countries. Novo
Nordisk's B shares are listed on the stock exchanges in Copenhagen and London.
Its ADRs are listed on the New York Stock Exchange under the symbol 'NVO'. For
more information, visit novonordisk.com.
For further information please contact:
Media: Investors:
Mike Rulis Outside North
America:
Tel (direct): Peter Haahr
(+45) 4442 3573
Tel (direct):
(+45) 4442 1207
Palle Holm Olesen
Tel (direct):
(+45) 4442 6175
In North America:
Christian Kanstrup
Tel (direct):
(+1) 609 919 7937
Stock Exchange Announcement No 54 / 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.
Date: DECEMBER 15, 2004 NOVO NORDISK A/S
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Lars Rebien Sorensen,
President and Chief Executive Officer