-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KumYislZCDBVBsgT2QBtrmuFen2u8GYHEqMabqgFWjUsfscpt+Wi7EhLH7P31lk9 4PFXjPjho+dRen0DmOwmUA== 0000059478-96-000003.txt : 19960329 0000059478-96-000003.hdr.sgml : 19960329 ACCESSION NUMBER: 0000059478-96-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960328 EFFECTIVENESS DATE: 19960416 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LILLY ELI & CO CENTRAL INDEX KEY: 0000059478 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 350470950 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02021 FILM NUMBER: 96540190 BUSINESS ADDRESS: STREET 1: LILLY CORPORATE CTR STREET 2: DROP CODE 1112 CITY: INDIANAPOLIS STATE: IN ZIP: 46285 BUSINESS PHONE: 3172762000 MAIL ADDRESS: STREET 1: LILLY CORPORATE CENTER STREET 2: DROP CODE 1112 CITY: INDIANAPOLIS STATE: IN ZIP: 46285 S-8 1 As filed with the Securities and Exchange Commission on March 28, 1996 Registration No. -------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ELI LILLY AND COMPANY (Exact name of registrant as specified in its charter) LILLY CORPORATE CENTER INDIANA INDIANAPOLIS, INDIANA 46285 35-0470950 (State or other (Address of Principal (I.R.S. Employer jurisdiction of Executive Offices) Identification No.) incorporation or (Zip Code) organization) Lilly GlobalShares Stock Plan (Full Title of the Plan) Rebecca O. Goss Vice President and General Counsel Eli Lilly and Company Lilly Corporate Center Indianapolis, Indiana 46285 (Name and address of agent for service) Telephone number, including area code, of agent for service: 317-276-2000 CALCULATION OF REGISTRATION FEE Title of Amount to Proposed Proposed Amount of securities to be maximum maximum registration be registered registered offering price aggregate fee per share(1) offering price(1) Common Stock 5,400,000 $46.82 $260,827,200 $89,940 $65.00 (1) Pursuant to Rule 457(h), these prices are estimated solely for the purpose of calculating the registration fee. Options to purchase 4,960,000 shares have been granted at an option price of $46.82 per share ($232,227,200 in the aggregate). As to the remaining 440,000 shares, the proposed maximum offering price per share is estimated at $65.00 ($28,600,000 in the aggregate), based upon the average of the high and low sales prices of Registrant's Common Stock in the consolidated reporting system on March 22, 1996. There are also registered hereunder such additional indeterminate number of shares as may be issued as a result of the antidilution provisions of the Lilly GlobalShares Stock Plan. The contents of the Company's Registration Statement on Form S-8, Registration No. 33-50783, as filed with the Securities and Exchange Commission on October 27, 1993, are incorporated by reference herein. Item 8. EXHIBITS Exhibit Number Description 5 Opinion of Daniel P. Carmichael, Deputy General Counsel and Secretary of the Company 23 Consent of Ernst & Young LLP, Independent Auditors 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 City of Indianapolis, State of Indiana, on March 18, 1996. ELI LILLY AND COMPANY By s/Randall L. Tobias ------------------------------- Randall L. Tobias, Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on March 18, 1996, by the following persons in the capacities indicated. -2- SIGNATURE TITLE s/Randall L. Tobias Chairman, Chief Executive ------------------- Officer, and a Director (Randall L. Tobias) (principal executive officer) s/Charles E. Golden Executive Vice President, - ------------------- Chief Financial Officer, (Charles E. Golden and a Director (principal financial officer) s/Arnold C. Hanish Chief Accounting Officer - ------------------ (principal accounting officer) (Arnold C. Hanish) s/Steven C. Beering, M.D. Director - ------------------------- (Steven C. Beering, M.D.) s/James W. Cozad Director - ---------------- (James W. Cozad) s/Alfred G. Gilman, M.D., Ph.D. Director - ------------------------- (Alfred G. Gilman, M.D., Ph.D.) s/Karen N. Horn, Ph.D. Director - ---------------------- (Karen N. Horn, Ph.D.) s/J. Clayburn La Force, Jr., Ph.D. Director - ---------------------------------- (J. Clayburn La Force, Jr., Ph.D.) Director - ------------------------------- (Kenneth L. Lay) s/Franklyn G. Prendergast, M.D., Ph.D. Director - ------------------------------------- (Franklyn G. Prendergast, M.D.,Ph.D.) s/Kathi Seifert Director - --------------- (Kathi Seifert) s/Sidney Taurel Director - --------------- (Sidney Taurel) s/August M. Watanabe, M.D. Director - -------------------------- (August M. Watanabe, M.D.) s/Alva O. Way Director - ------------- (Alva O. Way) -3- INDEX TO EXHIBITS The following documents are filed as part of this Registration Statement: Exhibit 5 Opinion of Daniel P. Carmichael, Deputy General Counsel and Secretary of the Company 23 Consent of Ernst & Young LLP, Independent Auditors -4- EX-5 2 Eli Lilly and Company Lilly Corporate Center Indianapolis, Indiana 46285 Daniel P. Carmichael Deputy General Counsel and Secretary March 22, 1996 Eli Lilly and Company Lilly Corporate Center Indianapolis, Indiana 46285 Gentlemen: On or about March 22, 1996, Eli Lilly and Company (the ``Company'') will file with the Securities and Exchange Commission on Form S-8 its Registration Statement (``Registration Statement'') relating to 5,400,000 additional shares of Common Stock that may be issued or transferred by the Company upon the exercise of stock options or pursuant to stock grants that may be granted to employees of the Company and its subsidiaries under the GlobalShares Stock Plan (the ``Plan''). With respect to the Company and shares of its Common Stock, I am of the opinion that: A. The Company is a corporation duly organized and validly existing under the laws of the State of Indiana. B. The 5,400,000 shares of Common Stock referred to above: (i) are duly authorized; (ii) upon selection, in accordance with the terms of the Plan, of grantees from among those employees of the Company and its subsidiaries eligible for receipt of stock options and stock grants (``Eligible Employees''), may be validly included in grants of stock options and stock grants to such Eligible Employees; and (iii) will be validly issued and outstanding, fully paid and nonassessable upon issuance or transfer: (a) pursuant to the due exercise of stock options in accordance with the terms and subject to the conditions of the Plan and the payment of the option price stated in such options; and (b) pursuant to stock grants, subject, however, to any restrictions that may be imposed pursuant to the terms of the Plan or the grants. In arriving at the foregoing opinion, I have examined corporate records, plans, agreements and other documents of the Company. I consent to the use of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the Rules and Regulations of the Securities and Exchange Commission thereunder. Very truly yours, s/Daniel P. Carmichael EX-23 3 EXHIBIT 23. CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Lilly GlobalShares Stock Option Plan of Eli Lilly and Company of our report dated February 5, 1996, with respect to the consolidated financial statements of Eli Lilly and Company incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP March 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----