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Filed pursuant to Rule No. 424(b)(3)
File Number 333-74464
PROSPECTUS SUPPLEMENT NO. 1
Regeneron Pharmaceuticals, Inc.
$200,000,000
5.50% Convertible Senior Subordinated Notes due 2008
and Shares of Common Stock Issuable upon Conversion of the Notes
This prospectus supplement supplements the prospectus, dated
January 24, 2002 of Regeneron Pharmaceuticals, Inc. relating to the sale by
certain of our securityholders (including their pledgees, donees,
assignees, transferees, successors and others who later hold any of the
securityholders' interests) of up to $200,000,000 aggregate principal
amount at maturity of notes and the shares of common stock issuable upon
conversion of the notes. You should read this prospectus supplement in
conjunction with the prospectus, and this prospectus supplement is
qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supersedes the information
contained in the prospectus.
The table of selling securityholders contained in the prospectus
is hereby modified to add as follows:
Aggregate Principal
Amount at Number of Shares Percentage of
Maturity of the Percentage of of Common Stock Shares of
Notes Notes that may Common Stock
Name that may be Sold Outstanding be Sold (1) Outstanding (2)
- ---- ---------------- ------------- --------------- ----------------
Canyon Capital Arbitrage
Master Fund, Ltd. $1,000,000 * 33,056 *
Canyon MAC 18 Ltd. (RMF) $250,000 * 8,264 *
Canyon Value Realization Fund
(Cayman), Ltd. $1,500,000 * 49,584 *
Canyon Value Realization Fund, L.P. $750,000 * 24,792 *
Merrill, Lynch, Pierce, Fenner
and Smith Inc $5,000,000 2.5% 165,282 *
TQA Master Fund, Ltd. $3,750,000 1.88% 123,961 *
Whitebox Convertible Arbitrage
Advisors, LLC $2,000,000 1.0% 66,113 *
* Less than one percent (1%).
(1) Assumes conversion of all of the holder's notes at a conversion rate
of 33.0565 shares of common stock per $1,000 principal amount at
maturity of the notes. This conversion rate is subject to adjustment,
however, as described under "Description of the Notes - Conversion of
the Notes." As a result, the number of shares of common stock issuable
upon conversion of the notes may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
43,826,969 shares of common stock outstanding as of December 31, 2001.
In calculating this amount for each holder, we treated as outstanding
the number of shares of common stock issuable upon conversion of all
that holder's notes, but we did not assume conversion of any other
holder's notes.
Investing in the notes or shares of common stock involves risks
that are described in the "Risk Factors" section beginning on page 5 of the
prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 1, 2002.