-----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, OY3EFG8JmvUgTL1rgUK6xsMoRxPtRZk4HmsW6KItx454oPVizWCkIcwu5WW7KBN9 7ZJFLflxVrTbcH4KNjyuDQ== 0000950172-97-000778.txt : 19970820 0000950172-97-000778.hdr.sgml : 19970820 ACCESSION NUMBER: 0000950172-97-000778 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970819 EFFECTIVENESS DATE: 19970819 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENERON PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000872589 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133444607 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-33891 FILM NUMBER: 97666027 BUSINESS ADDRESS: STREET 1: 777 OLD SAW MILL RIVER RD CITY: TARRYTOWN STATE: NY ZIP: 10591-6707 BUSINESS PHONE: 9143477000 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 18, 1997 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: Matthew J. Mallow, 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 $9.375 $14,062,500 $4,489 =================================================================================================== (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 September 15, 1995, 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 18th day of August, 1997. REGENERON PHARMACEUTICALS, INC. By * -------------------------------------- Leonard S. Schleifer, M.D., Ph.D. President and Chief Executive Officer 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 August 18, 1997. Signature Title --------- ----- * - --------------------------------- Chairman of the Board of Directors P. Roy Vagelos, M.D. * - --------------------------------- President, Chief Executive Officer Leonard S. Schleifer, M.D., Ph.D. (Principal Executive Officer), and Director * - --------------------------------- Vice President, Finance & Murray A. Goldberg Administration, Chief Financial Officer, and Treasurer (Principal Financial Officer) * - --------------------------------- Controller and Assistant Treasurer Beverly C. Dubs (Chief Accounting Officer) * - --------------------------------- Director Charles A. Baker * - --------------------------------- Director Michael S. Brown, M.D. * - --------------------------------- Director Alfred G. Gilman, M.D., Ph.D. * - --------------------------------- Director Joseph L. Goldstein, M.D. * - --------------------------------- Director Fred A. Middleton * - --------------------------------- Director Eric M. Shooter, M.D. * - --------------------------------- Director George L. Sing *By: /s/ PAUL LUBETKIN - --------------------------------- Paul Lubetkin (Attorney-in-fact) 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 Coopers & Lybrand L.L.P. (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 EX-5 2 EXHIBIT 5 - OPINION EXHIBIT 5 [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Lettherhread] August 18, 1997 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 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 Registration Statement on Form S-8, relating to the Shares, filed with the Securities and Exchange Commission (the "Commission") under the Securities Act on August 18, 1997 (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 Shares, and (v) resolutions of the Board of Directors of the Company relating to the Stock Option Plan and the filing of the Registration Statement. 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. 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 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 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 EX-23 3 EXHIBIT 23.1 - CONSENT EXHIBIT 23.1 CONSENTS OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of Regeneron Pharmaceuticals, Inc. (the "Company") on Form S-8 of our report dated February 14, 1997, on our audits of the financial statements of the Company as of December 31, 1996, and 1995, and for each of the three years in the period ended December 31, 1996, which report is included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. /s/ Coopers & Lybrand L.L.P. New York, New York August 14 , 1997 EX-23 4 EXHIBIT 23.2 - CONSENT EXHIBIT 23.2 CONSENT OF ERNEST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this 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, 19967, 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, 1996, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Los Angeles, California August 14, 1997 EX-24 5 EXHIBIT 24 - POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY We, the undersigned officers and directors of Regeneron Pharmaceuticals, Inc., hereby severally and individually constitute and appoint Paul Lubetkin the true and lawful attorney and agent (with full power of substitution and resubstitution in each case) of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) the Registration Statement on Form S-8 dated August 18, 1997 and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, said attorney and agent to have power to act and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorney and agent to any and all such statement and instruments. This Power of Attorney has been signed below by the following persons in the capacities indicated on August 18, 1997. Signature Title /s/ P. ROY VAGELOS Chairman of the Board of Directors ____________________________ P. Roy Vagelos, M.D. /s/ LEONARD S. SCHLEIFER President, Chief Executive ____________________________ Officer (Principal Executive Leonard S. Schleifer, M.D., Ph.D. Officer), and Director /s/ MURRAY A. GOLDBERG Vice President, Finance & _____________________________ Administration, Chief Murray A. Goldberg Financial Officer, and Treasurer (Principal Financial Officer) /s/ BEVERLY C. DUBS Controller and Assistant ______________________________ Treasurer (Chief Accounting Beverly C. Dubs Officer) /s/ CHARLES A. BAKER Director _______________________________ Charles A. Baker /s/ MICHAEL S. BROWN Director _______________________________ Michael S. Brown, M.D /s/ ALFRED G. GILMAN Director _______________________________ Alfred G. Gilman, M.D., Ph.D. /s/ JOSEPH L. GOLDSTEIN Director _______________________________ Joseph L. Goldstein, M.D. /s/ FRED A. MIDDLETON Director _______________________________ Fred A. Middleton /s/ ERIC M. SHOOTER Director _______________________________ Eric M. Shooter, M.D. /s/ GEORGE L. SING Director _______________________________ George L. Sing -----END PRIVACY-ENHANCED MESSAGE-----