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As filed with the Securities and Exchange Commission on June 15, 1999
Registration No. 33-
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 of incorporation) (I.R.S. employer identification no.)
777 Old Saw Mill River Road
Tarrytown, New York 10591
(Address of principal executive offices)
REGENERON PHARMACEUTICALS, INC.
1990 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Paul Lubetkin, Esq., Vice President, General Counsel, and Secretary
Regeneron Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591
(914) 347-7000
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
David J. Goldschmidt, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
==============================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share (1)(2) Price (2) Fee
==============================================================================================================
Common Stock,
par value
$0.001 per
share 1,500,000 shares $6.75 $10,125,000 $3,491
===============================================================================================================
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended, on the basis of the average of the
high and low sale prices for a share of Common Stock on Nasdaq National
Market on June 10, 1999, within five business days prior to filing.
(2) Estimated solely for the purpose of calculating the registration fee.
REGISTRATION STATEMENT
FOR
REGISTRATION OF ADDITIONAL SECURITIES
ON FORM S-8
Incorporation by Reference
Hereby incorporated by reference is Registrant's
Registration Statement on Form S-8 (No. 33-50480) filed on August 5, 1992
with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the "Securities Act").
Required Information Not in Prior Statement
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act,
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 11th day of June, 1999.
REGENERON PHARMACEUTICALS, INC.
By /s/ Leonard S. Schleifer, M.D., Ph.D.
----------------------------------------
Leonard S. Schleifer, M.D., Ph.D.
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Paul Lubetkin his or her
true and lawful attorney-in-fact and agent, with full power of substitution
and revocation, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) 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, granting unto said
attorneys-in-fact and agents, and each of them, 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 might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated on June 11, 1999.
Signature Title
--------- ------
/s/ P. Roy Vagelos, M.D.
- ------------------------------- Chairman of the Board of Directors
P. Roy Vagelos, M.D.
/s/ Leonard S. Schleifer, M.D., Ph.D.
- ------------------------------------- President, Chief Executive Officer
Leonard S. Schleifer, M.D., Ph.D. (Principal Executive Officer), and
Director
/s/ Murray A. Goldberg
- ------------------------------------- Vice President, Finance &
Murray A. Goldberg Administration, Chief Financial
Officer, and Treasurer
(Principal Financial Officer)
/s/ Douglas S. McCorkle
- ---------------------------------- Controller and Assistant Treasurer
Douglas S. McCorkle (Chief Accounting Officer)
/s/ Charles A. Baker
- ---------------------------------- Director
Charles A. Baker
/s/ Michael S. Brown, M.D.
- ---------------------------------- Director
Michael S. Brown, M.D.
/s/ Alfred G. Gilman, M.D., Ph.D.
- -------------------------------------- Director
Alfred G. Gilman, M.D., Ph.D.
/s/ Joseph L. Goldstein, M.D.
- ------------------------------------- Director
Joseph L. Goldstein, M.D.
/s/ Fred A. Middleton
- ------------------------------------ Director
Fred A. Middleton
/s/ Eric M. Shooter, M.D
- ----------------------------------- Director
Eric M. Shooter, M.D
/s/ George L. Sing
- ---------------------------------- Director
George L. Sing
LIST OF EXHIBITS
Designation Description of Exhibit
- ----------- ----------------------
4.1 Registrant's Articles of Incorporation (incorporated by
reference to Registrant's Quarterly Report on Form 10-Q for
its quarter ended June 30, 1991, filed with the
Commission on August 13, 1991).
4.2 Registrant's By-Laws (incorporated by reference to
Registrant's Annual Report on Form 10-K for its year ended
December 31, 1994, filed with the Commission on March 31 ,
1995).
5 Opinion of Skadden, Arps, Slate, Meagher & Flom.
23.1 Consent of PricewaterhouseCoopers LLP (for the Registrant).
23.2 Consent of Ernst & Young LLP (for Amgen-Regeneron Partners).
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom (contained in
Exhibit 5).
24 Power of Attorney (see signature page).
EXHIBIT 5
June 11, 1999
Regeneron Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591
Gentlemen:
We have acted as special counsel to Regeneron Pharmaceuticals,
Inc., a New York corporation (the "Company"), in connection with the
proposed issuance by the Company of up to 1,500,000 shares (the "Shares")
of Common Stock, par value $.001 per share (the "Common Stock"), pursuant
to the Regeneron Pharmaceuticals, Inc. Amended and Restated 1990 Long Term
Incentive Plan (the "Stock Option Plan").
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Securities Act").
In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Company's Registration Statement on Form S-8,
relating to the Shares, filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act on June 11, 1999(together with
all exhibits thereto, the "Registration Statement"), (ii) the Restated
Certificate of Incorporation of the Company, as currently in effect, (iii)
the By-Laws of the Company, as currently in effect, (iv) specimen
certificates representing the Common Stock, (v) resolutions of the Board of
Directors of the Company relating to the Stock Option Plan and the filing
of the Registration Statement; (vi) the Stock Option Plan; and (vii) the
form of option agreement between the Company and the employees, directors
and other service providers receiving options (the "Option Agreement"). 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 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 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. We have further
assumed that each of the Option Agreements to be entered into between the
Company and the employees, directors and other service providers receiving
options under the Stock Option Plan will conform to the form of agreement
examined by us. As to any facts material to the opinions expressed herein
which we have not independently established or verified, we have relied
upon oral or written statements and representations of officers and other
representatives of the Company and others.
Members of our firm are admitted to the Bar in the State of New
York, and we do not express any opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, we are of the opinion
that the Shares to be issued upon exercise of any options duly granted
pursuant to the terms of the Stock Option Plan have been duly and validly
authorized and, when (i) the Shares have been issued, delivered and paid
for upon exercise of such options in accordance with the terms of the Stock
Option Plan and the Option Agreements and (ii) certificates representing
the Shares in the form of the specimen certificates examined by us have
been manually signed by an authorized officer of the transfer agent and
registrar for the Common Stock and registered by such transfer agent and
registrar, such Shares will be duly and validly issued, fully paid and
nonassessable (except as provided in Section 630 of the New York Business
Corporation Law).
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5 to the Registration Statement. In giving such
consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
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 5, 1999 relating to the financial
statements which appear in Regeneron Pharmaceuticals, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
New York, New York
June 9, 1999
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Regeneron Pharmaceuticals, Inc. Amended and
Restated 1990 Long Term Incentive Plan, of our report dated February 5,
1999, 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, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst and Young LLP
------------------------
Ernst and Young LLP
Los Angeles, California
June 10, 1999