As filed with the Securities and Exchange Commission on June 2, 2014
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Registration No. 333-
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Kingdom of Sweden
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Telefonplan, 164 83
Stockholm, Sweden
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N.A.
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Address of Principal Executive Offices Including Zip Code)
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(I.R.S. Employer Identification Number)
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Title of Securities
to be Registered
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Amount to be
Registered(2)
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Proposed Maximum
Offering Price
Per Share(3)
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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B Shares of Telefonaktiebolaget
LM Ericsson, Nominal value
Swedish Kronor 1.00 each
(“Shares”)
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58,000,000
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$12.29
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$712,820,000
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$91,811.22
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(1)
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The Ericsson Stock Purchase Plan is part of the Long-Term Variable Compensation Program and is linked to and includes the Key Contributor Retention Plan and the Executive Performance Stock Plan.
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933 (as amended, the “Securities Act”), this Registration Statement shall be deemed to cover additional Shares that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or other similar transactions.
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(3)
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Estimated solely for the purposes of calculating the registration fee, pursuant to Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices of the American Depository Share (“ADS”) (traded under the symbol “ERIC”) reported on the NASDAQ Global Market on May 29, 2014.
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1.
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The Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed with the Commission on April 8, 2014;
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2.
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All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2013; and
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3.
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The description of the Company’s B Shares in Amendment No. 3 to the Company’s Registration Statement on Form F-3 filed with the Commission on August 5, 2002, including any amendments or reports filed for the purpose of updating such description.
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Exhibit No.
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Description
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4.1
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Articles of Association of the Company (Org. #556016-0680) dated August 2004 (incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed February 14, 2005 (File No. 333-122785)).
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4.2
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Specimen certificate representing Non-restricted B Shares of the Company (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form F-1 (File No. 2-82969)).
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4.3
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Form of certificate representing ADRs of the Company (incorporated by reference to Exhibit A of Amendment No. 1 to the Company's Registration Statement on Form F-6 (File No. 2-82998)).
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23.1*
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Consent of PricewaterhouseCoopers AB.
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24.1*
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Power of Attorney (included as part of the Company’s signature page).
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99.1
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Ericsson Stock Purchase Plan (incorporated by reference to Exhibit 4.1 of the Company’s Post-Effective Amendment No. 1 to Form S-8 filed April 25, 2007 (File No. 333-135116)).
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99.2
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Amendment One to Ericsson Stock Purchase Plan (incorporated by reference to Exhibit 4.2 of the Company’s Post-Effective Amendment No. 1 to Form S-8 filed April 25, 2007 (File No. 333-135116)).
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______________ | ||
* Filed herewith. |
TELEFONAKTIEBOLAGET LM ERICSSON (publ)
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By:
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/s/ Nina Macpherson
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Name:
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Nina Macpherson
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Title:
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Senior Vice President and General Counsel
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Name and Signature
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Title
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Date
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/s/ Leif Johnasson
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Leif Johnasson
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Chairman of the Board
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June 2, 2014
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/s/ Sverker Martin-Löf
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Sverker Martin-Löf
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Deputy Chairman of the Board of
Directors
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June 2, 2014
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/s/ Jacob Wallenberg
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Jacob Wallenberg
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Deputy Chairman of the Board of
Directors
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June 2, 2014
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/s/ Hans Vestberg
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Hans Vestberg
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CEO, President, and Director
(Principal Executive Officer)
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June 2, 2014
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/s/ Jan Frykhammar
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Jan Frykhammar
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Executive Vice President and CFO
(Principal Financial Officer)
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June 2, 2014
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/s/ Sir Peter L. Bonfield
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Sir Peter L. Bonfield
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Director
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June 2, 2014
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/s/ Nora Denzel
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Nora Denzel
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Director
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June 2, 2014
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/s/ Börje Ekholm
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Börje Ekholm
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Director
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June 2, 2014
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/s/ Alexander Izosimov
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Alexander Izosimov
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Director
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June 2, 2014
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/s/ Ulf J. Johansson
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Ulf J. Johansson
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Director
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June 2, 2014
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/s/ Kristin Skogen Lund
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Kristin Skogen Lund
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Director
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June 2, 2014
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/s/ Hans Vestberg
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Hans Vestberg
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Director
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June 2, 2014
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/s/ Par Osterberg
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Par Osterberg
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Director
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June 2, 2014
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Exhibit No.
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Description
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4.1
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Articles of Association of the Company (Org. #556016-0680) dated August 2004 (incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed February 14, 2005 (File No. 333-122785)).
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4.2
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Specimen certificate representing Non-restricted B Shares of the Company (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form F-1 (File No. 2-82969)).
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4.3
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Form of certificate representing ADRs of the Company (incorporated by reference to Exhibit A of Amendment No. 1 to the Company's Registration Statement on Form F-6 (File No. 2-82998)).
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23.1*
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Consent of PricewaterhouseCoopers AB.
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24.1*
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Power of Attorney (included as part of the Company’s signature page).
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99.1
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Ericsson Stock Purchase Plan (incorporated by reference to Exhibit 4.1 of the Company’s Post-Effective Amendment No. 1 to Form S-8 filed April 25, 2007 (File No. 333-135116)).
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99.2
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Amendment One to Ericsson Stock Purchase Plan (incorporated by reference to Exhibit 4.2 of the Company’s Post-Effective Amendment No. 1 to Form S-8 filed April 25, 2007 (File No. 333-135116)).
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______________ | ||
* Filed herewith. |
By:
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/s/ John Moore
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Name:
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John Moore
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Title:
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Vice President of Ericsson Inc.
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