As filed with the Securities and Exchange Commission on August 6, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
EDWARDS LIFESCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware |
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36-4316614 |
| (State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
One Edwards Way
Irvine, California 92614
(Address, including zip code, of Principal Executive Offices)
Edwards Lifesciences Corporation
2001 Employee Stock Purchase Plan for United States Employees
(Full title of the plan)
Mark D. Peterson
Corporate Vice President, General Counsel
Edwards Lifesciences Corporation
One Edwards Way
Irvine,
California 92614
(949) 250-2500
(Name, address and telephone number, including area code, of agent for service)
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 “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer |
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☑ |
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Accelerated filer |
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☐ |
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| Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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 NOTE
This Registration Statement is filed by Edwards Lifesciences Corporation (the “Company” or “Registrant”) to register
additional securities issuable pursuant to the Edwards Lifesciences Corporation 2001 Employee Stock Purchase Plan for United States Employees, as amended and restated, and consists of only those items required by General Instruction E to Form S-8.
PART I
INFORMATION
REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to
participants as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
| Item 3. |
Incorporation of Certain Documents by Reference |
The following documents of the Company filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein
by reference:
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(a) |
The Company’s Registration Statement on Form
S-8, filed with the Commission on May 7, 2021 (Commission File No. 333-255853); |
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(b) |
The Company’s Annual Report on Form
10-K for its fiscal year ended December 31, 2024, filed with the Commission on February 28, 2025 (Commission File No. 001-15525);
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(c) |
The portions of the Company’s Definitive Proxy Statement on Schedule
14A, filed with the Commission on March
26, 2025, that are incorporated by reference in Part III of the Company’s Annual Report on Form
10-K for its fiscal year ended December 31, 2024 (Commission File No. 001-15525); |
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(d) |
The Company’s Quarterly Reports on Form 10-Q for its fiscal
quarters ended March 31, 2025 and June 30, 2025, filed with the Commission on May
6, 2025 and August 6, 2025, respectively (each, Commission File
No. 001-15525); |
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(e) |
The Company’s Current Reports on Form 8-K, filed with the
Commission on May
8, 2025 and July 25, 2025 (each, Commission File No. 001-15525);
and |
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(f) |
The description of the Company’s Common Stock contained in Exhibit
4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on February 13, 2023, which updated the description thereof contained in
Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form 10, filed with the Commission on April 5, 2000
(each, Commission File No. 001-15525), and any other amendments or reports filed for the purpose of updating such description. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), prior to the filing of a post-effective amendment 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 into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall
not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is 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 or is 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 amended, to constitute a part of this Registration Statement.
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| Item 5. |
Interests of Named Experts and Counsel |
The validity of the issuance of Common Stock registered hereby is passed on for the Company by Linda J. Park. Ms. Park is the
Company’s Senior Vice President, Associate General Counsel and Corporate Secretary and is compensated by the Company as an employee. Ms. Park has participated in and holds awards granted under the Company’s equity and long-term
compensation plans, owns shares of Common Stock, and is eligible to participate in the Company’s 2001 Employee Stock Purchase Plan for United States Employees.
See the attached Exhibit Index at page 5, which is incorporated herein by reference.
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EXHIBIT INDEX
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| Exhibit
Number |
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Description of Exhibit |
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| 4 |
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Edwards Lifesciences Corporation 2001 Employee Stock Purchase Plan for United States Employees, as amended and restated February 13,
2025 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2025, filed with the Commission on August 6, 2025
(Commission File No. 001-15525)). |
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Opinion of Counsel (opinion re legality). |
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| 23.1 |
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Consent of PricewaterhouseCoopers LLP (consent of independent registered public accounting firm). |
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| 23.2 |
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Consent of Counsel (included in Exhibit 5). |
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| 24 |
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Power of Attorney (included in this Registration Statement under “Signatures”). |
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| 107 |
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Filing Fee Table |
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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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on August 6, 2025.
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| EDWARDS LIFESCIENCES CORPORATION |
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| By: |
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/s/ Linda J. Park |
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Linda J. Park |
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Senior Vice President, Associate General Counsel, and Corporate Secretary |
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Scott B. Ullem, Mark Peterson, and Linda J. Park, and each of them, acting
individually and without the other, 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 post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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| Signature |
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Title |
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Date |
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| /s/ Bernard J. Zovighian
Bernard J. Zovighian |
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Chief Executive Officer
(Principal Executive Officer) |
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August 6, 2025 |
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| /s/ Scott B. Ullem
Scott B. Ullem |
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Corporate Vice President and Chief Financial Officer
(Principal Financial Officer) |
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August 6, 2025 |
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| /s/ Andrew M. Dahl
Andrew M. Dahl |
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Senior Vice President, Corporate Controller
(Principal Accounting Officer) |
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August 6, 2025 |
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| /s/ Leslie C. Davis
Leslie C. Davis |
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Director |
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August 6, 2025 |
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| /s/ David T. Feinberg
David T. Feinberg |
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Director |
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August 6, 2025 |
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| /s/ Kieran T. Gallahue
Kieran T. Gallahue |
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Director |
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August 6, 2025 |
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| /s/ Leslie S. Heisz
Leslie S. Heisz |
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Director |
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August 6, 2025 |
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| /s/ Paul A. LaViolette
Paul A. LaViolette |
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Director |
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August 6, 2025 |
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| Signature |
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Title |
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Date |
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| /s/ Steven R. Loranger
Steven R. Loranger |
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Director |
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August 6, 2025 |
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| /s/ Ramona Sequeira
Ramona Sequeira |
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Director |
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August 6, 2025 |
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| /s/ Nicholas J. Valeriani
Nicholas J. Valeriani |
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Director |
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August 6, 2025 |
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