AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 2004.
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) OFFERING PRICE PER SHARE AGGREGATE OFFERING REGISTRATION FEE
(2) (3) PRICE (3)
------------------------- ----------------------- ------------------------ ---------------- ----------------
Common Stock, par value 7,500,000 shares $9.075 $68,062,500 $8,623.52
$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, par value $.001 ("Common Stock")
of the Registrant 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 or any other similar transaction effected which results in an
increase in the number of the Registrant's outstanding shares of Common
Stock.
(2) The fee is based solely on the 7,500,000 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 September 20, 2004.
(3) Estimated solely for the purpose of calculating the registration fee.
This Registration Statement shall become effective upon filing in accordance
with Rule 462(a) under the Securities Act.
Explanatory Note
This registration statement is being filed solely to register the issuance of up
to 7,500,000 additional shares of Common Stock of the Registrant pursuant to the
Registrant's 2000 Plan.
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, the
contents of the Registrant's registration statements on Form S-8 (File Nos.
333-61132 and 333-97375) filed with the Securities and Exchange Commission on
May 17, 2001 and July 30, 2002, respectively, are incorporated by reference 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 24TH DAY OF
SEPTEMBER, 2004.
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 September 24, 2004
P. Roy Vagelos, M.D.
/s/ Leonard S. Schleifer, M.D., Ph.D. President and Chief Executive Officer and September 24, 2004
--------------------------------- Director (Principal Executive Officer)
Leonard S. Schleifer, M.D., Ph.D.
Senior Vice President, Finance & September 24, 2004
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 September 24, 2004
--------------------------------- Accounting Officer)
Douglas S. McCorkle
/s/ Charles A. Baker
-------------------------------------- Director September 24, 2004
Charles A. Baker
/s/ Michael S. Brown, M.D.
-------------------------------------- Director September 24, 2004
Michael S. Brown, M.D.
/s/ Alfred G. Gilman, M.D., Ph.D.
-------------------------------------- Director September 24, 2004
Alfred G. Gilman, M.D., Ph.D.
/s/ Joseph L. Goldstein, M.D.
-------------------------------------- Director September 24, 2004
Joseph L. Goldstein, M.D.
/s/ Arthur F. Ryan
-------------------------------------- Director September 24, 2004
Arthur F. Ryan
/s/ Eric M. Shooter, Ph.D.
-------------------------------------- Director September 24, 2004
Eric M. Shooter, Ph.D.
/s/ George Sing
-------------------------------------- Director September 24, 2004
George Sing
/s/ George D. Yancopoulos, M.D., Ph.D.
-------------------------------------- Director September 24, 2004
George D. Yancopoulos, M.D., Ph.D.
EXHIBIT INDEX
EXHIBIT
NUMBER
4.1 (a, b, c) Restated Certificate of Incorporation, as of June 21, 1991, as
amended on October 18, 1996 and December 17, 2001.
4.2 (d) By-Laws of the Company, currently in effect (amended as of
January 22, 1995).
4.3 (e) 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 Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
----------------
(a) 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.
(b) Incorporated by reference to the Company's Form 10-Q for the quarter
ended September 30, 1996, filed with the Commission on November 5,
1996.
(c) 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.
(d) Incorporated by reference to the Company's Form 10-K for the year ended
December 31 1994, filed with the Commission on March 30, 1995.
(e) Incorporated by reference to Exhibit (a) to the Company's Form 8-A,
filed with the Commission on February 20, 1991.