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 November 16, 2004
DIRECTOR SHAREHOLDING
HOLDING OF NOVO NORDISK SHARES BY THE MEMBERS OF THE BOARD OF DIRECTORS, OF
EXECUTIVE MANAGEMENT AND ALL INSIDERS AND CONNECTED PERSONS AS PER 11 NOVEMBER
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
Please find below an individualised statement of the holding of Novo Nordisk B
shares at the close of the latest trading window, as reported by insiders to
Novo Nordisk.
HOLDING OF SHARES MOVEMENTS SINCE PORTFOLIO AS PER
26 AUGUST 2004 26 AUGUST 2004 11 NOVEMBER 2004
TOTAL SHAREHOLDING MARKET VALUE OF TOTAL
BOUGHT SOLD NUMBER OF SHARES SHAREHOLDING IN DKK
BOARD OF DIRECTORS:
Mads 0vlisen 17,330 0 0 17,330 5,242,325
Sten Scheibye 400 0 0 400 121,000
Kurt Briner 2,400 0 0 2,400 726,000
Johnny Henriksen 300 0 0 300 90,750
Niels Jacobsen 11,000 0 0 11,000 3,327,500
Ulf J. Johansson 0 0 0 0 0
Anne Marie Kverneland 1,600 0 0 1,600 484.000
Kurt Anker Nielsen 24,440 3.172 0 27.612 8,352,630
Stig Str0baek 400 0 0 400 121,000
J0rgen Wedel 5,555 0 0 5,555 1,680,388
BOARD OF DIRECTORS IN TOTAL: 63,425 3.172 0 66.597 20,145,593
EXECUTIVE MANAGEMENT:
Lars Rebien S0rensen 3,800 0 0 3,800 1,149,500
Jesper Brandgaard 5,545 0 0 5,545 1,677,363
Lars Almblom J0rgensen 8,690 0 4,000 4.690 1,418,725
Lise Kingo 1,555 0 0 1,555 470,388
Kare Schultz 5,000 0 0 5,000 1,512,500
Mads Krogsgaard Thomsen 100 0 0 100 30,250
EXECUTIVE MANAGEMENT IN TOTAL: 24,690 0 4,000 20,690 6,258,726
ALL INSIDERS AND CONNECTED PERSONS 635,440 192,220,600
IN TOTAL:
For background information and definitions, please see below.
THE SHARE OPTION PORTFOLIO - BOARD OF DIRECTORS
EXERCISE OPTIONS EXERCISED SINCE OUTSTANDING EXERCISE MARKET
GRANTED PERIOD OUTSTANDING 26 AUGUST 2004 11 NOVEMBER 2004 PRICE VALUE OF
26 AUGUST 2004 OPTIONS (DKK MILLION)
1999 2003-08 19,500 0 19,500 198 2
2000 2004-07 95,920 0 95,920 198 11
2000 2004-09 21,000 0 21,000 198 3
TOTAL 136,420 0 136,420 16
For background information and definitions, please see below.
THE SHARE OPTION PORTFOLIO - EXECUTIVE MANAGEMENT
EXERCISE OPTIONS EXERCISED SINCE OUTSTANDING EXERCISE MARKET
GRANTED PERIOD OUTSTANDING 26 AUGUST 2004 11 NOVEMBER 2004 PRICE VALUE OF
26 AUGUST 2004 OPTIONS (DKK 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 24
2000 2004-09 35,000 0 35,000 198 5
2001 2005-10 47,500 0 47,500 332 3
2003 2007-12 70,000 0 70,000 195 9
TOTAL 417,640 0 417,640 50
For background information and definitions, please see below.
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 10 November 2004 of DKK 302,50.
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.
The options held by members of the Board of Directors were granted to Mads
0vlisen and Kurt Anker Nielsen at the time before November 2000 when they were
members of Executive Management.
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 10
November 2004 of DKK 302.50 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 20,000 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): Mogens Thorsager Jensen
(+45) 4442 3573 Tel (direct):
(+45) 4442 7945
Palle Holm Olesen
Tel (direct):
(+45) 4442 6175
In North America:
Christian Kanstrup
Tel (direct):
(+1) 609 919 7937
Stock Exchange Announcement No 67 / 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