sv8
As filed with the Securities and Exchange Commission on September 1, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MEDICINES COMPANY
(Exact name of Registrant as specified in its charter)
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Delaware
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04-3324394 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
8 Sylvan Way
Parsippany, New Jersey 07054
(Address of Principal Executive Offices including Zip Code)
2000 Employee Stock Purchase Plan
(Full title of the Plan)
Paul M. Antinori
Senior Vice President and General Counsel
The Medicines Company
8 Sylvan Way
Parsippany, New Jersey 07054
(973) 290-6000
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o (Do not check if a smaller reporting company) |
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Amount of |
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Proposed Maximum |
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Proposed Maximum |
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Title of Securities to be |
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Shares to be |
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Offering Price Per |
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Aggregate Offering |
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Amount of |
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Registered |
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Registered (1) |
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Share (2) |
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Price (2) |
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Registration Fee |
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Common Stock, $0.001 par
value per share |
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300,000 |
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$ |
7.70 |
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$ |
2,310,000 |
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$ |
128.90 |
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(1) |
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In accordance with Rule 416 under the Securities Act of 1933, as amended, or the Securities
Act, this registration statement shall be deemed to cover any additional shares of common stock
that may from time to time be offered or issued to prevent dilution resulting from any stock
dividend, stock split, or similar transactions. |
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(2) |
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
and Rule 457(h) of the Securities Act for the 300,000 shares registered hereunder (based on the
average of the high ($7.90) and low ($7.50) prices for our common stock reported by the Nasdaq
Global Select Market on August 28, 2009). |
TABLE OF CONTENTS
STATEMENT OF INCOPORATION BY REFERENCE
This Registration Statement on Form S-8 is filed to register the offer and sale of an
additional 300,000 shares of the Registrants common stock, $0.001 par value per share, to be
issued under the Registrants Employee Stock Purchase Plan. This registration statement
incorporates by reference the contents of the Registration Statement on Form S-8, File Nos.
333-44884 and 333-135461, filed by the Registrant on August 31, 2000 and June 29, 2006,
respectively, relating to the Registrants Employee Stock Purchase Plan, except for the information
required by Items 5 and 8, which are contained below.
Item 5. Interests of Named Experts and Counsel.
Paul M. Antinori, the registrants senior vice president and general counsel, has opined as to
the legality of the securities being offered by this registration statement. As of August 31, 2009,
Mr. Antinori owned (i) options to purchase an aggregate of 301,223 shares of the registrants common
stock granted under the registrants 1998 Stock Incentive Plan, 2001 Non-Officer, Non-Director
Employee Stock Incentive Plan and 2004 Stock Incentive Plan, (ii) 17,627 shares of the registrants
common stock granted under the registrants 2004 Stock Incentive Plan and (iii) 2,323 shares of
common stock purchased under the registrants 2000 Employee Stock Purchase Plan.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Parsippany, State of New Jersey, on this 1st day of
September, 2009.
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THE MEDICINES COMPANY
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By: |
/s/ Clive A. Meanwell
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Clive A. Meanwell |
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Chairman and Chief Executive Officer |
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We, the undersigned officers and directors of The Medicines Company, hereby severally
constitute and appoint Clive A. Meanwell, Glenn P. Sblendorio, John P. Kelley, and each of them
singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement, and generally to do
all such things in our names and on our behalf in our capacities as officers and directors to
enable The Medicines Company to comply with the provisions of the Securities Act, and all
requirements of the Securities and Exchange Commission, hereby ratifying and confirming out
signatures as they may be signed by our said attorneys, or any of them, to said registration
statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this registration statement has been
signed below by the following persons in the capacities and on the date indicated.
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Signature |
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Title(s) |
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Date |
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Chief Executive
Officer and
Chairman of the
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September 1, 2009 |
Clive A. Meanwell
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Board of Directors
(Principal
Executive Officer) |
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Executive Vice
President, Chief
Financial
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September 1, 2009 |
Glenn P. Sblendorio
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Officer
and Treasurer
(Principal
Financial and
Accounting Officer) |
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President, Chief
Operating Officer
and Director
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September 1, 2009 |
John P. Kelley |
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Director
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September 1, 2009 |
William W. Crouse |
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Director
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September 1, 2009 |
Robert J. Hugin |
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Director
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September 1, 2009 |
Armin M. Kessler |
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Signature |
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Title(s) |
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Date |
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Director
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September 1, 2009 |
Hiroaki Shigeta |
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Director
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September 1, 2009 |
Melvin K. Spigelman |
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Director
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September 1, 2009 |
Elizabeth H.S. Wyatt |
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Index to Exhibits
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Exhibit |
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Number |
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Document |
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5.1
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Opinion of Paul M. Antinori, Esq., Senior Vice President and
General Counsel |
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10.1
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The Medicines Company 2000 Employee Stock Purchase Plan, as amended |
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23.1
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Consent of Ernst & Young LLP |
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23.2
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Consent of Paul M. Antinori, Esq., Senior Vice President and
General Counsel (contained in Exhibit 5.1) |
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24.1
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Power of Attorney (included in the signature page of this
registration statement) |