-----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, RC5rpu2EYld2t/hv1E2CY+ljXfnjiEhBTVxcGlUz3v/ngN44zElAK0//29QGJHRU uyB/VAs/I9yshxyJLfHvDw== 0001036050-98-001010.txt : 19980616 0001036050-98-001010.hdr.sgml : 19980616 ACCESSION NUMBER: 0001036050-98-001010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980615 EFFECTIVENESS DATE: 19980615 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTOCOR INC CENTRAL INDEX KEY: 0000708823 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 232117202 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56861 FILM NUMBER: 98648277 BUSINESS ADDRESS: STREET 1: 200 GREAT VALLEY PKWY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106516000 MAIL ADDRESS: STREET 1: 200 GREAT VALLEY PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on June 15, 1998 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________________ CENTOCOR, INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA 23-2117202 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 Great Valley Parkway 19355 Malvern, Pennsylvania (Zip Code) (Address of Principal Executive Offices) __________________________________ CENTOCOR, INC. 1989 NON-EMPLOYEE DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN (Full title of the plan) __________________________________ George D. Hobbs, Esquire Vice President, Corporate Counsel and Secretary Centocor, Inc. 200 Great Valley Parkway Malvern, Pennsylvania 19355 (Name and address of agent for service) (610) 651-6000 (Telephone number, including area code, of agent for service) ________________________________________ Copies to: John G. Harkins, Jr., Esquire Harkins Cunningham 1800 One Commerce Square 2005 Market Street Philadelphia, Pennsylvania 19103-7042 (215) 851-6700 CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------- Proposed Proposed Title of maximum maximum Amount of securities to be Amount to be offering price aggregate registration registered registered per share offering price fee - ------------------ -------------- -------------- -------------- ------------ Common Stock, 653,750 shares $36.375/1/ $23,780,156.25 $7,015.15 $.01 par value
______________________________ /1/ Estimated solely for the purpose of calculating the registration fee, and based upon the average of the high and low prices of the Common Stock on the Nasdaq National Market on June 11, 1998 in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended (the "Securities Act"). PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents sent or given to participants in the 1989 Non-Employee Directors' Non-Qualified Stock Option Plan of Centocor, Inc., a Pennsylvania corporation (the "Registrant") pursuant to Rule 428(b)(1) under the Securities Act. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission. The following documents, which are filed by the Company (File No. 0- 11103) with the Securities and Exchange Commission under the Exchange Act, are incorporated in this Registration Statement by reference and made a part hereof: a. Annual Report on Form 10-K for the fiscal year ended December 31, 1997; b. Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; c. Current Reports on Form 8-K, dated January 21, 1998, February 12, 1998 and February 20, 1998; -2- d. Proxy Statement for the Annual Meeting of Shareholders held on May 13, 1998; and e. Registration Statement on Form S-8, Commission File No. 33-35730. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Copies of the above documents (excluding exhibits) may be obtained upon request without charge from the Company. Requests for such copies should be directed to the Company's Corporate Secretary at its principal executive offices at 200 Great Valley Parkway, Malvern, Pennsylvania 19355, telephone number: (610) 651-6000. Item 4. DESCRIPTION OF SECURITIES. Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Pennsylvania Business Corporation Law, as amended, authorizes the registrant to grant indemnities in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. As permitted by Pennsylvania law, Article 13 of Centocor's by-laws provides for the indemnification of each director and officer with regard to any actual or alleged act or omission made in his or her official capacity, provided he or she met the standard of conduct of (i) acting in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company and, (ii) with respect to any criminal proceeding, having no reasonable cause to believe his or her conduct was unlawful. Article 13 also permits the Company to indemnify an employee or agent of the Company for money damages and expenses relating to his or her service on the behalf of the Company, provided he or she met the applicable standards of conduct set forth in the by-laws. -3- The Board of Directors of Centocor has determined to provide liability insurance for each director and officer for certain losses arising from claims or charges made against him or her while acting in his or her capacity as a director or officer of Centocor. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. Item 8. EXHIBITS. Exhibit Number Description ------- ----------- 4 Specimen Certificate of Common Stock of the Registrant (incorporated by reference to Exhibit 4 to Amendment No. 1 to Form S-1 Registration Statement, File No. 2- 80089). 5 Opinion of Harkins Cunningham. 23.1 Consent of Harkins Cunningham (included in Exhibit 5). 23.2 Consent of KPMG Peat Marwick LLP. 24 Power of Attorney (included in the signature page of this Registration Statement). 99.1 1989 Non-Employee Directors' Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.06 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1989). Item 9. UNDERTAKINGS. 1. The Registrant hereby undertakes: a. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; b. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. c. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. -4- 2. The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be in the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 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 Town of Malvern, Commonwealth of Pennsylvania, on the 15th day of June, 1998. CENTOCOR, INC. By: /s/ David P. Holveck -------------------- Chief Executive Officer -5- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Holveck and Dominic J. Caruso, and each or any of them, as 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 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 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 full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURES TITLE DATE /s/ Hubert J.P. Schoemaker - -------------------------- Hubert J.P. Schoemaker Director, Chairman June 15, 1998 of the Board /s/ David P. Holveck - -------------------------- David P. Holveck Chief Executive June 15, 1998 Officer and Director (principal executive officer) /s/ Dominic J. Caruso - ------------------------- Dominic J. Caruso Senior Vice June 15, 1998 President-Finance and Chief Financial Officer (principal financial and accounting officer) /s/ Anthony B. Evnin - ------------------------- Anthony B. Evnin Director June 15, 1998 -6- /s/ William F. Hamilton - -------------------------- William F. Hamilton Director June 15, 1998 /s/ Antonie T. Knoppers - -------------------------- Antonie T. Knoppers Director June 15, 1998 /s/ Ronald A. Matricaria - -------------------------- Ronald A. Matricaria Director June 15, 1998 /s/ Lawrence Steinman - -------------------------- Lawrence Steinman Director June 15, 1998 /s/ Richard D. Spizzirri - -------------------------- Richard D. Spizzirri Director June 15, 1998 /s/ Jean C. Tempel - -------------------------- Jean C. Tempel Director June 15, 1998 -7- EXHIBIT INDEX Exhibit Number Description - ------- ----------- 4 Specimen Certificate of Common Stock of the Registrant (incorporated by reference to Exhibit 4 to Amendment No. 1 to Form S-1 Registration Statement, File No. 2-80089). 5 Opinion of Harkins Cunningham. 23.1 Consent of Harkins Cunningham (included in Exhibit 5). 23.2 Consent of KPMG Peat Marwick LLP. 24 Power of Attorney (included in the signature page of this Registration Statement). 99.1 1989 Non-Employee Directors' Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.06 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1989). -8- EX-5 2 OPINION OF HARKINS CUNNINGHAM EXHIBIT 5 HARKINS CUNNINGHAM 1800 One Commerce Square 2005 Market Street Philadelphia, PA 19103 (215) 851-6700 Fax (215) 851-6710 June 15, 1998 Centocor, Inc. 200 Great Valley Parkway Malvern, PA 19355 Re: Centocor, Inc. 1989 Non-Employee Directors' Non-Qualified Stock Option ---------------------------------------------------------------------- Plan ---- Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to 653,750 shares of Common Stock, $.01 par value per share (the "Shares"), of Centocor, Inc., a Pennsylvania corporation (the "Company"), issuable under the Company's 1989 Non-Employee Directors' Non-Qualified Stock Option Plan (the "Plan"). We have examined the Certificate of Incorporation, as amended, and the By- Laws of the Company, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In examination of the foregoing documents, we have assumed the genuineness of all signatures and 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. We are admitted to practice only in the Commonwealth of Pennsylvania and we express no opinion concerning any law other than the law of the Commonwealth of Pennsylvania and the federal law of the United States. Based on such examination, we are of the opinion that the 653,750 shares of Common Stock which may be issued upon exercise of options under the Plan are duly authorized shares of the Company's Common Stock, and, when issued against receipt of the consideration therefor in accordance with the provisions of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and the use of our name wherever it appears therein. Respectfully submitted, /s/ Harkins Cunningham -2- EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23.2 Consent of Independent Auditors -------------------------------- The Board of Directors Centocor, Inc.: We consent to incorporation by reference in the registration statement on Form S-8 of Centocor, Inc. of our report dated January 28, 1998, relating to the consolidated balance sheets of Centocor, Inc. and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of operations, cash flows, and shareholders' equity for each of the years in the three year period ended December 31, 1997, and the related financial statement schedule, which report appears in the December 31, 1997 annual report on Form 10-K of Centocor, Inc. /s/ KPMG Peat Marwick LLP Philadelphia, Pennsylvania June 15, 1998 -----END PRIVACY-ENHANCED MESSAGE-----