UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
REGENERON PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
00075886F1
(CUSIP Number)
with a copy to:
George A. Vandeman, Esq. Michael W. Sturrock, Esq.
Senior Vice President, Latham & Watkins
General Counsel and Secretary 633 West Fifth Street
Amgen Inc. Suite 4000
Amgen Center Los Angeles, California 90071
1840 DeHavilland Drive (213) 485-1234
Thousand Oaks, CA 91320-1789
(805) 447-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 21, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement. /X/ (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. SEE Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 00075886F1 Page 2 of 11 Pages
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- --------------------------------------------------------------------------------
1 NAME OF PERSON
AMGEN INC.
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
1,083,766
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES N/A
BENEFICIALLY ------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,083,766
PERSON WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
N/A
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,083,766
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14 TYPE OF PERSON REPORTING*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of Common Stock, $.001 par value
per share (the "Common Stock"), of Regeneron Pharmaceuticals, Inc., a New York
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 777 Old Saw Mill River Road, Tarrytown, New York 10591-6706.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c). This statement is being filed by Amgen Inc., a Delaware
corporation (the "Reporting Person"). The Reporting Person is a global
biotechnology company that develops, manufactures and markets human therapeutics
based upon advanced cellular and molecular biology. Its principal offices are
located at Amgen Center, 1840 DeHavilland Drive, Thousand Oaks, California
91320-1789.
For information with respect to the identity and background of each
executive officer and director of the Reporting Person, see Schedule I attached
hereto.
(d)-(e). During the last five years, neither the Reporting Person
nor, to the best knowledge of the Reporting Person, none of the other persons
identified in Schedule I: (i) have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgement, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the $2,796,925 used for the Reporting Person's purchases
(as described in Item 5(c), below) of 295,000 shares of Common Stock was the
working capital of the Reporting Person. In 1990, the Reporting Person used
$15,000,000 of working capital to purchase 767,656 shares of Class D Convertible
Preferred Stock, $.01 par value per share, of the Issuer (the "Class D Preferred
Stock"), which were automatically converted in 1991 into 788,766 shares of
Class A Stock, $.001 par value per share, of the Issuer (the "Class A Stock" and
together with the Common Stock, the "Shares"), as further described in Item 6
below.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the 295,000 shares of Common Stock and
767,656 shares of Class D Preferred Stock (which were later automatically
converted into 788,766 shares of Class A Stock) for investment purposes.
As a result of an August 1990 agreement between the Reporting Person
and the Issuer, further described in Item 6 below, the Reporting Person is
subject to a number of so-called "standstill" restrictions (the "Standstill
Restrictions"). One Standstill Restriction generally prohibits the Reporting
Person from acquiring more than 20% of the outstanding shares of capital stock
of the Issuer. Other Standstill Restrictions generally prohibit the Reporting
Person from making acquisition proposals to the Issuer and engaging in the
solicitation of proxies. SEE Item 6, below, for additional information with
respect to the Standstill Restrictions. ALSO SEE Item 6, below, for a
discussion of certain (i) registration rights with respect to certain of the
Shares beneficially owned by the Reporting Person, (ii) information requirements
and covenants of the Issuer relating to the conduct of its
Page 3 of 11 Pages
business and (iii) transfer restrictions relating to certain of the Shares
beneficially owned by the Reporting Person.
Subject to the Standstill Restrictions and depending on general market
and economic conditions affecting the Issuer and other relevant factors, the
Reporting Person may purchase additional Shares or dispose of some or all of its
Shares from time to time in open market transactions, private transactions or
otherwise.
Except as set forth herein, the Reporting Person has no present plans
or proposals with respect to any material change in the Issuer's business or
corporate structure or which relate to or would result in:
(1) the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(2) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(3) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(4) any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(5) any material change in the present capitalization or
dividend policy of the Issuer;
(6) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(7) causing a class of securities of the Issuer to be delisted
from a national securities exchange or cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(8) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(9) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) At the close of business on July 25, 1995, the Reporting Person
beneficially owned 1,083,766 shares of Common Stock (which includes 788,766
shares of Common Stock issuable if and when the shares of Class A Stock are
converted into shares of Common Stock). Such shares of Common Stock constitute
approximately 7.4% of the total number of shares of Common Stock outstanding as
of July 25, 1995, assuming the conversion of the shares of Class A Stock
beneficially owned by the Reporting Person into shares of Common Stock, and
based upon
Page 4 of 11 Pages
13,911,630 shares of Common Stock outstanding as of May 12, 1995, as set forth
in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on
May 15, 1995.
(b) The Reporting Person has the sole power to vote or to direct the
vote, and the sole power to dispose or to direct the disposition of, the Shares
beneficially owned by the Reporting Person.
(c) The following chart sets forth the transactions in the Common
Stock effected by the Reporting Person during the past 60 days.
Average Price Paid Per Share
--------------------------------
Number of Shares of Excluding Including Type of
Purchaser Date Common Stock Acquired Commissions Commissions Purchase Broker
- --------------- -------- --------------------- ----------- ----------- -------- ----------
The Reporting 7/7/95 7,500 $9.0000 $9.0500 Open CS First
Person market Boston
Corporation
The Reporting 7/10/95 30,000 $8.8750 $8.9250 Open CS First
Person market Boston
Corporation
The Reporting 7/11/95 20,000 $9.0156 $9.0656 Open CS First
Person market Boston
Corporation
The Reporting 7/12/95 17,500 $9.3214 $9.3714 Open CS First
Person market Boston
Corporation
The Reporting 7/14/95 5,000 $9.3750 $9.4250 Open CS First
Person market Boston
Corporation
The Reporting 7/18/95 17,500 $9.6964 $9.7464 Open CS First
Person market Boston
Corporation
The Reporting 7/19/95 167,500 $9.6250 $9.6750 Open CS First
Person market Boston
Corporation
The Reporting 7/20/95 10,000 $9.2500 $9.3000 Open CS First
Person market Boston
Corporation
The Reporting 7/21/95 10,000 $9.2500 $9.3000 Open CS First
Person market Boston
Corporation
The Reporting 7/24/95 10,000 $9.1250 $9.1750 Open CS First
Person market Boston
Corporation
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295,000 $9.4311 $9.4811
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---------------------
(d) Not applicable.
(e) Not applicable.
Page 5 of 11 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Class D Convertible Preferred Stock Purchase Agreement
dated as of August 31, 1990 by and between the Issuer and the Reporting Person
(the "Purchase Agreement"), the Issuer acquired, for an aggregate purchase price
of $15 million, beneficial ownership of 767,656 shares of Class D Preferred
Stock in 1990. In 1991, the Issuer effected a recapitalization and an initial
public offering of shares of its Common Stock and following such
recapitalization and offering the Reporting Person's 767,656 shares of Class D
Preferred Stock were automatically converted into 788,766 shares of Class A
Stock. As described in the Issuer's Restated Certificate of Incorporation, the
shares of Class A Stock are super-voting (each share having 10 votes instead of
one), are subject to certain transfer restrictions and are optionally
convertible, at any time and at the option of the holder thereof, and
mandatorily convertible, upon the transfer of such shares to someone other than
a permitted transferee, into an equal number of shares of Common Stock.
Section 9 of the Purchase Agreement also contains the Standstill
Restrictions referred to in Item 4. The Reporting Person has agreed, among
other things, for a period of 20 years or the term of a collaboration agreement
between the Issuer and the Reporting Person, whichever is earlier, (i) not to
purchase any shares of the capital stock of the Issuer if its ownership position
in the Issuer on a fully diluted basis would be greater than 20% of the then
outstanding capital stock of the Issuer, (ii) not to engage in the solicitation
of proxies and (iii) not to make any acquisition proposal. There are certain
very limited circumstances in which the Standstill Restrictions would not apply.
The Issuer has also granted the Reporting Person customary demand and
piggyback registration rights under Section 8 of the Purchase Agreement with
respect to certain of the Shares beneficially owned by the Reporting Person.
So long as the Reporting Person beneficially owns at least 50% of the
shares of Class A Stock it received under the Purchase Agreement which remain
outstanding, the Issuer has also agreed, pursuant to Section 7 of the Purchase
Agreement, to provide the Reporting Person with certain financial, budgetary,
operating and other information which is confidential, and has agreed to be
bound by certain affirmative and negative covenants relating to the conduct of
the Issuer's business, including, among other things, restrictions on the
Issuer's ability to declare or pay dividends, amend its charter documents and
enter into new lines of business.
Section 11(d) of the Purchase Agreement also provides the Issuer with
certain rights of first refusal with respect to transfers by the Reporting
Person of certain Shares to competitors of the Issuer.
The above description of the Purchase Agreement, as well as the
description set forth in Item 4, are summaries only and do not purport to be
complete descriptions of the terms of the Purchase Agreement. These summaries
are subject to, and are qualified in their entirety by reference to, the
detailed provisions of the Purchase Agreement, which is filed as Exhibit 7.1
hereto.
Page 6 of 11 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7.1 Class D Convertible Preferred Stock Purchase Agreement dated as of
August 31, 1990 by and between the Issuer and the Reporting Person.
Page 7 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
AMGEN INC.
By: \s\ George A. Vandeman
---------------------------------------------
Name: George A. Vandeman
Title: Senior Vice President, General
Counsel and Secretary
Dated: July 26, 1995
Page 8 of 11 Pages
SCHEDULE I
AMGEN INC.
EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE OFFICERS
Name Present Business Address Present Principal Occupation Citizenship
- ---- ------------------------ ---------------------------- -----------
N. Kirby Alton Amgen Inc. Senior Vice President, Development U.S.
Amgen Center
1840 DeHavilland Drive
Thousand Oaks, CA 91320-1789
Robert S. Attiyeh Amgen Inc. Senior Vice President, Finance and U.S.
Amgen Center Corporate Development
1840 DeHavilland Drive
Thousand Oaks, CA 91320-1789
Stanley M. Benson Amgen Inc. Senior Vice President, Sales and U.S.
Amgen Center Marketing
1840 DeHavilland Drive
Thousand Oaks, CA 91320-1789
Gordon M. Binder Amgen Inc. Chairman of the Board and Chief U.S.
Amgen Center Executive Officer
1840 DeHavilland Drive
Thousand Oaks, CA 91320-1789
Dennis M. Fenton Amgen Inc. Senior Vice President, Operations U.S.
Amgen Center and Process Development
1840 DeHavilland Drive
Thousand Oaks, CA 91320-1789
Daryl D. Hill Amgen Inc. Senior Vice President, Asia Pacific U.S.
Amgen Center
1840 DeHavilland Drive
Thousand Oaks, CA 91320-1789
Larry A. May Amgen Inc. Vice President, Corporate Controller U.S.
Amgen Center and Chief Accounting Officer
1840 DeHavilland Drive
Thousand Oaks, CA 91320-1789
Kevin W. Sharer Amgen Inc. President, Chief Operating Officer and U.S.
Amgen Center Director
1840 DeHavilland Drive
Thousand Oaks, CA 91320-1789
George A. Vandeman Amgen Inc. Senior Vice President, General Counsel U.S.
Amgen Center and Secretary
1840 DeHavilland Drive
Thousand Oaks, CA 91320-1789
Page 9 of 11 Pages
Daniel Vapnek Amgen Inc. Senior Vice President, Research U.S.
Amgen Center
1840 DeHavilland Drive
Thousand Oaks, CA 91320-1789
Linda R. Wudl Amgen Inc. Vice President, Quality Assurance U.S.
Amgen Center
1840 DeHavilland Drive
Thousand Oaks, CA 91320-1789
NON-EMPLOYEE DIRECTORS
Name Present Business Address Present Principal Occupation Citizenship
- ---- ------------------------ ---------------------------- -----------
Raymond F. Baddour c/o CRB, Inc. Lammot du Pont Professor Emeritus, U.S.
Attn: Arnette C. Baddour Massachusetts Institute of Technology
2600 Douglas Road, Suite 602
Coral Gables, FL 33134
William K. Bowes, Jr. U.S. Venture Partners General Partner, U.S. Venture Partners U.S.
2180 Sand Hill Road, Suite 300
Menlo Park, CA 94025
Franklin P. Johnson, Jr. Asset Management Partners General Partner, Asset Management U.S.
2275 East Bayshore Road, Partners
Suite 150
Palo Alto, CA 94303
Steven Lazarus ARCH Venture Partners Managing General Partner, ARCH Venture U.S.
135 South La Salle Street, Partners, L.P.
Suite 3702
Chicago, IL 60603
Edward J. Ledder Medicine Bow River Ranch Retired Chairman of the Board and U.S.
P.O. Box 410 Chief Executive Officer, Abbott
Medicine Bow, WY 82329 Laboratories
Gilbert S. Omenn School of Public Health Dean, School of Public Health and U.S.
SC-30 Community Medicine, University of
University of Washington Washington
Seattle, WA 98195
Judith C. Pelham Mercy Health Services President and Chief Executive Officer, U.S.
34605 Twelve Mile Road Mercy Health Services
Farmington Hills, MI 48331-3221
Bernard H. Semler 908 Gloucester Crossing Management Consultant U.S.
Lake Forest, IL 60045
Page 10 of 11 Pages
EXHIBIT INDEX
7.1 Class D Convertible Preferred Stock Purchase Agreement dated as of
August 31, 1990 by and between the Issuer and the Reporting Person
(incorporated by reference to Exhibit 10.9 to the Issuer's Registration
Statement on Form S-1 (file number 33-39043)).
Page 11 of 11 Pages
