AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 2002.
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REGENERON PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 13-3444607
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
777 OLD SAW MILL RIVER ROAD
TARRYTOWN, NEW YORK 10591-6707
(914) 347-7000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Principal Executive Offices)
2000 LONG-TERM INCENTIVE PLAN
(Full Title of the Plans)
STUART KOLINSKI, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
777 OLD SAW MILL RIVER ROAD
TARRYTOWN, NEW YORK 10591-6707
(914) 347-7000
(Name, Address and Telephone Number of Agent for Service)
Copies to:
DAVID GOLDSCHMIDT, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036-6522
(212) 735-3000
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED (1) (2) OFFERING PRICE PER SHARE AGGREGATE OFFERING REGISTRATION FEE (3)
(3) (4) PRICE (4)
------------------------- ----------------------- ------------------------ ---------------- --------------------
Common Stock, par value 5,316,184 shares $14.30 $76,021,431 $6,994
$0.001 per share
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, (the
"Securities Act") this Registration Statement shall also cover, in
addition to the number of shares stated above, an indeterminate number
of additional shares of Common Stock which may become issuable under
the Registrant's 2000 Long-Term Incentive Plan (the "2000 Plan") by
reason of certain corporate transactions or events, including any stock
dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) 316,184 shares of the 5,316,184 shares of Common Stock subject to this
Registration Statement were transferred to the 2000 Plan from the
Registrant's 1990 Long-Term Incentive Plan, as amended and restated
(the "1990 Plan"). Such shares were previously registered under the
Securities Act pursuant to registration statements on Forms S-8 filed
with Securities and Exchange Commission ("SEC" ) having the following
File Numbers and filing dates: 333-50480 (August 5, 1992), 333-85330
(October 19, 1994), 333-97176 (September 20, 1995), 333-33891 (August
19, 1997) and 333-80663 (June 15, 1999) (collectively, the "Prior
Registration Statements"). These shares are being carried forward to
this Registration Statement pursuant to General Instruction E of Form
S-8 and are issuable pursuant to the 2000 Plan.
(3) The fee is based solely on the 5,000,000 shares of Common Stock newly
available for issuance under the 2000 Plan and is estimated in
accordance with paragraphs (c) and (h) of Rule 457 under the Securities
Act solely for the purpose of calculating the registration fee based
upon the average of the high and low sales prices for a share of Common
Stock as reported on the NASDAQ National Market on July 29, 2002. The
applicable filing fee for the remaining 316,184 shares was paid in
connection with the Prior Registration Statements.
(4) Estimated solely for the purpose of calculating the registration fee.
The Registration Statement shall become effective upon filing in accordance with
Rule 462(a) under the Securities Act.
This registration statement is being filed pursuant to General Instruction E of
Form S-8 under the Securities Act ("Instruction E"), and includes the
registration statement facing page, this page, the signature page, an exhibit
index and relevant opinions and consents. Pursuant to Instruction E: (i) the
contents of the Registrant's registration statement on Form S-8 (File No.
333-61132) filed with the SEC on May 17, 2001 are incorporated by reference into
this Registration Statement and (ii) 316,184 shares of Common Stock previously
registered on the Prior Registration Statements are carried forward into this
Registration Statement.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE VILLAGE OF TARRYTOWN, STATE OF NEW YORK, ON THE 30TH DAY OF
JULY, 2002.
REGENERON PHARMACEUTICALS, INC.
By: /s/ Leonard S. Schleifer, M.D., Ph.D.
-------------------------------------
Leonard S. Schleifer, M.D., Ph.D.
President and Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints Leonard S. Schleifer and Stuart A. Kolinski, and each of them, his true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and additions 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, and hereby grants to such 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, 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 his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
NAME TITLE DATE
---- ----- ----
/s/ P. Roy Vagelos, M.D.
--------------------------------- Chairman of the Board of Directors July 30, 2002
P. Roy Vagelos, M.D.
/s/ Leonard S. Schleifer, M.D., Ph.D. President and Chief Executive Officer and July 30, 2002
--------------------------------- Director (Principal Executive Officer)
Leonard S. Schleifer, M.D., Ph.D.
Senior Vice President, Finance & July 30, 2002
Administration, Chief Financial Officer,
/s/ Murray A. Goldberg Treasurer and Assistant Secretary
--------------------------------- (Principal Financial Officer)
Murray A. Goldberg
/s/ Douglas S. McCorkle Controller and Assistant Treasurer (Chief July 30, 2002
--------------------------------- Accounting Officer)
Douglas S. McCorkle
/s/ Charles A. Baker
-------------------------------------- Director July 30, 2002
Charles A. Baker
/s/ Michael S. Brown, M.D.
-------------------------------------- Director July 30, 2002
Michael S. Brown, M.D.
/s/ Alfred G. Gilman, M.D., Ph.D.
-------------------------------------- Director July 30, 2002
Alfred G. Gilman, M.D., Ph.D.
/s/ Joseph L. Goldstein, M.D.
-------------------------------------- Director July 30, 2002
Joseph L. Goldstein, M.D.
/s/ George D. Yancopoulos, M.D., Ph.D.
-------------------------------------- Director July 30, 2002
George D. Yancopoulos, M.D., Ph.D.
/s/ Eric M. Shooter, Ph.D.
-------------------------------------- Director July 30, 2002
Eric M. Shooter, Ph.D.
/s/ George Sing
-------------------------------------- Director July 30, 2002
George Sing
EXHIBIT INDEX
EXHIBIT
NUMBER
4.1 (1) Amended Restated Certificate of Incorporation, as of December
17, 2001.
4.2 (2) By-Laws of the Company, currently in effect (amended as of
January 22, 1995).
4.3 (3) Specimen common stock certificate.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
----------------
(1) Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 2001, filed with the Commission on March 22, 2002.
(2) Incorporated by reference to the Company's Form 10-K for the fiscal
year ended December 31 1999, filed with the Commission on March 6,
2000.
(3) Incorporated by reference to Exhibit (a) to the Company's Form 8-A,
filed with the Commission on February 20, 1991.