S-8 POS 1 b48455a6sv8pos.txt BIOGEN, INC. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 2003 Registration No. 333-81668 Registration No. 333-53598 Registration No. 333-71647 Registration No. 333-70701 Registration No. 333-42887 Registration No. 033-63013 Registration No. 033-63015 Registration No. 033-69174 Registration No. 033-37312 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-81668 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-53598 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-71647 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-70701 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-42887 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 033-63013 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 033-63015 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 033-69174 POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-8 REGISTRATION STATEMENT NO. 033-37312 UNDER THE SECURITIES ACT OF 1933 -------------------- BIOGEN, INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-3002117 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 14 CAMBRIDGE CENTER CAMBRIDGE, MASSACHUSETTS 02142 (617) 679-2000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) 1982 INCENTIVE STOCK OPTION PLAN 1985 NON-QUALIFIED STOCK OPTION PLAN 1987 SCIENTIFIC BOARD OPTION PLAN 1987 STOCK OPTION PLAN 1994 EUROPEAN EMPLOYEE STOCK PURCHASE PLAN EXECUTIVE STOCK OPTION PLAN EMPLOYEE STOCK PURCHASE PLAN SAVINGS PLAN (Full Titles of Plans) THOMAS J. BUCKNUM, ESQ. EXECUTIVE VICE PRESIDENT & GENERAL COUNSEL BIOGEN, INC. 14 CAMBRIDGE CENTER CAMBRIDGE, MASSACHUSETTS 02142 (617) 679-2000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) --------------- ================================================================================ DEREGISTRATION OF UNSOLD SECURITIES These Post-Effective Amendments relate to the following Registration Statements on Form S-8 of the Registrant (together, the "Registration Statements"): File No. 333-81668, pertaining to the registration of 10,000,000 shares of the Registrant's common stock, par value $0.01 per share ("Common Stock"), which was filed with the Securities and Exchange Commission and became effective on January 30, 2002; File No. 333-53598, pertaining to the registration of 3,300,000 shares of the Registrant's Common Stock, which was filed with the Securities and Exchange Commission and became effective on January 12, 2001; File No. 333-71647, pertaining to the registration of 634,300 shares of the Registrant's Common Stock, which was filed with the Securities and Exchange Commission and became effective on February 3, 1999; File No. 333-70701, pertaining to the registration of 2,000,000 shares of the Registrant's Common Stock, which was filed with the Securities and Exchange Commission and became effective on January 15, 1999; File No. 333-42887, pertaining to the registration of 200,000 shares of the Registrant's Common Stock, which was filed with the Securities and Exchange Commission and became effective on December 22, 1997; File No. 033-63013, pertaining to the registration of 29,769 shares of the Registrant's Common Stock, which was filed with the Securities and Exchange Commission and became effective on September 28, 1995; File No. 033-63015, pertaining to the registration of 2,000,000 shares of the Registrant's Common Stock, which was filed with the Securities and Exchange Commission and became effective on September 28, 1995; File No. 033-69174, pertaining to the registration of 2,000,000 shares of the Registrant's Common Stock, which was filed with the Securities and Exchange Commission and became effective on September 21, 1993; and File No. 033-37312, pertaining to the registration of 2,175,000 shares of the Registrant's Common Stock, which was filed with the Securities and Exchange Commission and became effective on October 17, 1990. On June 20, 2003, the Registrant, IDEC Pharmaceuticals Corporation ("IDEC") and Bridges Merger Corporation ("Merger Sub"), a wholly owned subsidiary of IDEC, entered into an Agreement and Plan of Merger pursuant to which Merger Sub merged with and into the Registrant, with the Registrant surviving as a wholly owned subsidiary of IDEC (the "Merger"). The Merger became effective on November 12, 2003 as a result of the filing of Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts. As a result of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of post-effective amendments, any of the securities which remain unsold at the termination of the offering, the Registrant hereby removes from registration the securities of the Registrant registered but unsold under the Registration Statements. 3 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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on November 13, 2003. Biogen, Inc. By: /s/ Peter N. Kellogg ----------------------------------- Name: Peter N. Kellogg Title: Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments have been signed by the following persons, in the capacities indicated, as of November 13, 2003. Signature Title --------- ----- /s/ James C. Mullen President and Director (Principal ------------------------------------ Executive Officer) James C. Mullen /s/ Peter N. Kellogg ------------------------------------- Chief Financial Officer and Director Peter N. Kellogg (Principal Financial and Accounting Officer) ------------------------------------- Director William H. Rastetter, Ph.D. 4