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As filed with the Securities and Exchange Commission on August 18, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REGENERON PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
NEW YORK 13-3444607
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(State of incorporation) (I.R.S. employer identification no.)
777 Old Saw Mill River Road
Tarrytown, New York 10591
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(Address of principal executive offices)
REGENERON PHARMACEUTICALS, INC.
1990 LONG-TERM INCENTIVE PLAN
-------------------------------
(Full title of the plan)
Paul Lubetkin, Esq., Vice President, General Counsel, and Secretary
Regeneron Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591
(914) 347-7000
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(Name, address and telephone number, including area code,
of agent for service)
Copies to:
Matthew J. Mallow, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
EXHIBIT 5
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Lettherhread]
August 18, 1997
Regeneron Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591
Gentlemen:
We have acted as special counsel to Regeneron
Pharmaceuticals, Inc., a New York corporation (the
"Company"), in connection with the proposed issuance by
the Company of 1,500,000 shares (the "Shares") of Common
Stock, par value $.001 per share (the "Common Stock"),
pursuant to the Regeneron Pharmaceuticals, Inc. Amended
and Restated 1990 Long Term Incentive Plan (the "Stock
Option Plan").
This opinion is delivered in accordance with
the requirements of Item 601(b)(5) of Regulation S-K
under the Securities Act of 1933, as amended (the
"Securities Act").
In connection with this opinion, we have
examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of
(i) the Registration Statement on Form S-8, relating to
the Shares, filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act on
August 18, 1997 (together with all exhibits thereto, the
"Registration Statement"), (ii) the Restated Certificate
of Incorporation of the Company as currently in effect,
(iii) the By-Laws of the Company as currently in effect,
(iv) specimen certificates representing the Shares, and
(v) resolutions of the Board of Directors of the Company
relating to the Stock Option Plan and the filing of the
Registration Statement. We have also examined originals
or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such
agreements, certificates of public officials,
certificates of officers or other representatives of the
Company and others, and such other documents,
certificates and records, as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents
of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals
of such latter documents. In making our examination of
documents executed or to be executed by parties other
than the Company, we have assumed that such parties had
the power, corporate or other, to enter into and perform
all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such
documents and the validity and binding effect thereof.
As to any facts material to the opinions expressed herein
which we have not independently established or verified,
we have relied upon oral or written statements and
representations of officers and other representatives of
the Company and others.
Members of our firm are admitted to the Bar in
the State of New York and we do not express any opinion
as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are
of the opinion that the Shares to be issued upon exercise
of any options duly granted pursuant to the terms of the
Stock Option Plan have been duly and validly authorized
and, when the Shares have been issued, delivered and paid
for, upon exercise of such options in accordance with the
terms of the Stock Option Plan and certificates
representing the Shares in the form of the specimen
certificates examined by us have been manually signed by
an authorized officer of the transfer agent and registrar
for the Common Stock and registered by such transfer
agent and registrar, such Shares will be duly and validly
issued, fully paid and nonassessable (except as provided
in Section 630 of the New York Business Corporation Law).
We hereby consent to the filing of this opinion
with the Commission as Exhibit 5 to the Registration
Statement. In giving such consent, we do not thereby
admit that we are included in the category of persons
whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP
EXHIBIT 23.1
CONSENTS OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in
this Registration Statement of Regeneron Pharmaceuticals,
Inc. (the "Company") on Form S-8 of our report dated
February 14, 1997, on our audits of the financial
statements of the Company as of December 31, 1996, and
1995, and for each of the three years in the period ended
December 31, 1996, which report is included in the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
New York, New York
August 14 , 1997
EXHIBIT 23.2
CONSENT OF ERNEST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in
this Registration Statement on Form S-8 pertaining to the
Regeneron Pharmaceuticals, Inc. Amended and Restated 1990
Long Term Incentive Plan, of our report dated February 5,
19967, with respect to the financial statements of Amgen-
Regeneron Partners included in Regeneron Pharmaceuticals,
Inc's Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Los Angeles, California
August 14, 1997
EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned officers and directors of Regeneron
Pharmaceuticals, Inc., hereby severally and individually
constitute and appoint Paul Lubetkin the true and lawful attorney
and agent (with full power of substitution and resubstitution in
each case) of each of us to execute in the name, place and stead
of each of us (individually and in any capacity stated below) the
Registration Statement on Form S-8 dated August 18, 1997 and all
instruments necessary or advisable in connection therewith and to
file the same with the Securities and Exchange Commission, said
attorney and agent to have power to act and to have full power
and authority to do and perform in the name and on behalf of each
of the undersigned every act whatsoever necessary or advisable to
be done in the premises as fully and to all intents and purposes
as any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by
our said attorney and agent to any and all such statement and
instruments.
This Power of Attorney has been signed below by the
following persons in the capacities indicated on August 18, 1997.
Signature Title
/s/ P. ROY VAGELOS Chairman of the Board of Directors
____________________________
P. Roy Vagelos, M.D.
/s/ LEONARD S. SCHLEIFER President, Chief Executive
____________________________ Officer (Principal Executive
Leonard S. Schleifer, M.D., Ph.D. Officer), and Director
/s/ MURRAY A. GOLDBERG Vice President, Finance &
_____________________________ Administration, Chief
Murray A. Goldberg Financial Officer, and
Treasurer (Principal
Financial Officer)
/s/ BEVERLY C. DUBS Controller and Assistant
______________________________ Treasurer (Chief Accounting
Beverly C. Dubs Officer)
/s/ CHARLES A. BAKER Director
_______________________________
Charles A. Baker
/s/ MICHAEL S. BROWN Director
_______________________________
Michael S. Brown, M.D
/s/ ALFRED G. GILMAN Director
_______________________________
Alfred G. Gilman, M.D., Ph.D.
/s/ JOSEPH L. GOLDSTEIN Director
_______________________________
Joseph L. Goldstein, M.D.
/s/ FRED A. MIDDLETON Director
_______________________________
Fred A. Middleton
/s/ ERIC M. SHOOTER Director
_______________________________
Eric M. Shooter, M.D.
/s/ GEORGE L. SING Director
_______________________________
George L. Sing