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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2001.
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REGENERON PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-3444607
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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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)
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2000 LONG-TERM INCENTIVE PLAN
(FULL TITLE OF THE PLANS)
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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)
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COPIES TO:
DAVID GOLDSCHMIDT, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10039-6522
(212) 735-3000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(3) REGISTRATION FEE
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2000 Long-Term Incentive Plan, Common
Stock, par value $0.001 per share......... 6,000,000 shares $26.390 $158,340,000 $39,585.00
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, 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 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) 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 May 14, 2001,
within five business days prior to filing.
(3) Estimated solely for the purpose of calculating the registration fee.
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The Registration Statement shall become effective upon filing in accordance
with Rule 462(a) under the Securities Act.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION.*
* The information called for by Part I of this registration statement on
Form S-8 is included in the description of the 2000 Long-Term Incentive Plan
(the "Plan") which will be delivered to persons eligible to participate in the
Plan. Pursuant to the Note in the Instructions to Part I of the Form S-8, this
information is not being filed with or included in this registration statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Regeneron Pharmaceuticals, Inc. (the "Company" or the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed with the Commission on March 2, 2001.
(b) Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2001, filed with the Commission on May 11, 2001.
(c) Registrant's Current Reports on Form 8-K dated January 25, 2001
(as amended by a Form 8-K/A dated January 25, 2001).
(d) The description of the Registrant's Common Stock contained in Item
1 of the Registrant's Registration Statement on Form 8-A filed with the
Commission under Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") on February 20, 1991, including any amendment
or report 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 Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Statements contained in this
Registration Statement or in a document incorporated by reference may be
modified or superseded by later statements in this Registration Statement or by
statements in subsequent documents incorporated by reference, in which case you
should refer to the later statement.
ITEM 4. DESCRIPTION OF THE SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Seven of the Company's Restated Certificate of Incorporation
requires indemnification of the Company's officers and directs that such
indemnification be made to the fullest extent permitted by the New York Business
Corporation Law.
Section 722 of the New York Business Corporation Law permits a corporation
to provide for the indemnification of members of its board of directors and its
officers against actions or proceedings, or the threat thereof, by or in the
right of the corporation. In order to receive indemnification such director or
officer must have (i) acted in good faith for a purpose which he reasonably
believed was in the best interest of the corporation and, (ii) in the case of a
criminal proceeding, also had no reasonable belief that such conduct was
unlawful.
Article IV of the Company's By-Laws provides that the directors and certain
other personnel of the Company shall be indemnified against expenses and certain
other liabilities arising out of legal actions brought or threatened against
them for their conduct on behalf of the Company, subject to certain
qualifications and provided that each such person acted in good faith and in a
manner that they reasonably believed was in the Company's best interest.
Each of the directors has entered into an agreement with the Company that
provides that the Company will indemnify such director to the fullest extent
permitted by the New York Business Corporation Law. The Company maintains
directors' and officers' liability insurance which insures against liabilities
that directors or officers of the Company may incur in such capacities.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits.
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 City of Tarrytown, State of New York, on the 17th day of May,
2001
REGENERON PHARMACEUTICALS, INC.
By:
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Leonard S. Schleifer, M.D., Ph.D.
President and Chief Executive
Officer
Each person whose signature appears below hereby constitutes and appoints
Leonard S. Schelifer and Murray A. Goldberg, 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
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Chairman of the Board of Directors May 17, 2001
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P. Roy Vagelos, M.D.
President and Chief Executive May 17, 2001
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Leonard S. Schleifer, M.D., Ph.D. Executive Officer)
Senior Vice President, Finance & May 17, 2001
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Murray A. Goldberg Officer, Treasurer and Assistant
Secretary (Principal Financial
Officer)
Controller and Assistant Treasurer May 17, 2001
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Douglas S. McCorkle
Director May 17, 2001
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Charles A. Baker
Director May 17, 2001
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Michael S. Brown, M.D.
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NAME TITLE DATE
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Director May 17, 2001
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Alfred G. Gilman, M.D., Ph.D.
Director May 17, 2001
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Joseph L. Goldstein, M.D.
Director May 17, 2001
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Fred A. Middleton
Director May 17, 2001
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Eric M. Shooter, Ph.D.
Director May 17, 2001
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George Sing
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EXHIBIT INDEX
EXHIBIT
NUMBER
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4.1(1) Restated Certificate of Incorporation, as of June 21, 1991.
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.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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(1) Incorporated by reference to the Company's Form 10-Q for the quarter ended
June 30, 1991, filed with the Commission on August 13, 1991.
(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.
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EXHIBIT 5.1
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]
May 17, 2001
Regeneron Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591-6707
Re: Regeneron Pharmaceuticals, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Regeneron Pharmaceuticals, Inc., a New
York corporation (the "Company"), in connection with the registration of
6,000,000 shares (the "Shares") of the Company's common stock, par value $0.001
per share (the "Common Stock"), issuable pursuant to the Company's 2000
Long-Term Incentive Plan (the "Plan").
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Company's
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Commission") on the date hereof (the "Registration Statement");
(ii) a specimen certificate evidencing the Common Stock; (iii) the Restated
Certificate of Incorporation of the Company, as presently in effect; (iv) the
Bylaws of the Company, as presently in effect; (v) the Plan; and (vi) certain
resolutions of the Board of Directors of the Company (the "Board") relating to
the 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, conformed 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 or will have 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 statements and representations of officers and other representatives of the
Company and others. In rendering the opinion set forth below, we have assumed
that the certificates representing the Shares will be manually signed by one of
the authorized officers of the transfer agent and registrar for the Common Stock
and registered by such transfer agent and registrar and will conform to the
specimen thereof examined by us.
We have also assumed that each award agreement setting forth the terms of
each grant of options or other awards under the Plan will be consistent with the
Plan and will be duly authorized and validly executed and delivered by the
parties thereto, that the grant of the awards and the price of such awards has
been approved by the Compensation Committee of the Board and that the
consideration received by the Company for the Shares delivered pursuant to the
Plan will be in an amount at least equal to the par value of such Shares.
Members of our firm are admitted to the bar in the State of New York, and
we do not express any opinion with respect to the law of any other jurisdiction.
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Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance by the Company and, when issued
and paid for in accordance with the terms and conditions of the Plan, the Shares
will be validly issued, fully paid and nonassessable.
In connection with rendering the opinion set forth above, we draw your
attention to Section 630 of the New York Business Corporation Law (the "NYBCL"),
which may impose certain liabilities on certain shareholders of New York
corporations that have no shares listed on a national securities exchange or
regularly quoted in an over-the-counter market. Section 630 of the NYBCL does
not presently apply to the Company, and we have assumed that such section will
continue to be inapplicable to the Company.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving this consent, we do not thereby
admit that we are included in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher &
Flom LLP
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EXHIBIT 23.1
CONSENT OF PRICEWATERHOUSECOOPERS LLP
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, which is based in part on the report of
other auditors, dated February 7, 2001 relating to the financial statements of
Regeneron Pharmaceuticals, Inc. (the "Company") which appears in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000.
PricewaterhouseCoopers LLP
New York, New York
May 17, 2001
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Regeneron Pharmaceuticals, Inc. 2000 Long-Term
Incentive Plan of our report dated February 2, 2001, 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, 2000, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Los Angeles, California
May 16, 2001
