-----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, MElk+yM8MMSIariaB5ywcFVSNrEceOgRQ/h6pbqH9G3Y79+umrYJ59cU15Febx6j Sg4jRk5RbEo4dpGJVvEc5A== 0001047469-99-026377.txt : 19990705 0001047469-99-026377.hdr.sgml : 19990705 ACCESSION NUMBER: 0001047469-99-026377 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990702 EFFECTIVENESS DATE: 19990702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSKARYOTIC THERAPIES INC CENTRAL INDEX KEY: 0000885259 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043027191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-82221 FILM NUMBER: 99658931 BUSINESS ADDRESS: STREET 1: 195 ALBANY ST CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6173490200 S-8 1 S-8 As filed with the Securities and Exchange Commission on July 2, 1999 Registration No. 333-________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSKARYOTIC THERAPIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 04-3027191 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 195 ALBANY STREET, CAMBRIDGE, MASSACHUSETTS 02139 (Address of Principal Executive Offices) (Zip Code) 1993 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED (Full title of the plan) RICHARD F SELDEN PRESIDENT AND CHIEF EXECUTIVE OFFICER TRANSKARYOTIC THERAPIES, INC. 195 ALBANY STREET CAMBRIDGE, MASSACHUSETTS 02139 (Name and address of agent for service) (617) 349-0200 (Telephone number, including area code, of agent for service) - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED SHARE PRICE FEE - --------------------------------------------------------------------------------------------------------------------- Common Stock, 2,000,000 $33.25(1) $66,500,000(1) $18,487 $0.01 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 Nasdaq National Market on June 30, 1999 in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933. - -------------------------------------------------------------------------------- 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 Registrant's 1993 Long-Term Plan, as amended and restated, pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Statement of Incorporation by Reference Except as otherwise set forth below, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333 -19915 (the "Initial Registration Statement"), filed by the Registrant on January 16, 1997, relating to the Registrant's 1993 Long-Term Incentive Plan. Item 5 of the Initial Registration Statement is amended and restated in its entirety as follows: Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The legality of the Common Stock being offered hereby will be passed upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts. 2 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 Cambridge, Massachusetts, on the 30th day of June, 1999. TRANSKARYOTIC THERAPIES, INC. By /s/ Richard F Selden --------------------------- Richard F Selden President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Transkaryotic Therapies, Inc. hereby severally constitute Richard F Selden and Daniel E. Geffken, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, 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 generally to do all such things in our names and behalf in our capacities as officers and directors to enable Transkaryotic Therapies, Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. 3
Signature Title Date --------- ----- ---- /s/Richard F Selden President, Chief Executive June 30, 1999 - ----------------------------- Officer and Director (principal Richard F Selden executive officer) /s/Daniel E. Geffken Vice President, Finance and June 30, 1999 - ----------------------------- Chief Financial Officer Daniel E. Geffken (principal financial and accounting officer) /s/Rodman W. Moorhead III Chairman of the Board of June 30, 1999 - ------------------------- Directors Rodman W. Moorhead, III /s/William R. Miller Director June 30, 1999 - ------------------------- William R. Miller Director June ___, 1999 - ------------------------- James E. Thomas
4 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 4.1(1) Amended and Restated Certificate of Incorporation of the Registrant 4.2(2) Amended and Restated By-Laws of the Registrant 4.3(3) Specimen Certificate of Common Stock, $0.01 par value per share, of the Registrant 5.1 Opinion of Hale and Dorr LLP 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP 24 Power of Attorney (included in the signature page of this Registration Statement)
- ----------------------- (1) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996. (2) Incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997. (3) Incorporated herein by reference to the Registrant's Registration Statement on Form S-1 (File No. 333-10845). 5 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 HALE AND DORR LLP Counsellors At Law 60 State Street, Boston, Massachusetts 02109 617-526-6000 * FAX 617-526-5000 July 2, 1999 Transkaryotic Therapies, Inc. 195 Albany Street Cambridge, MA 02139 Re: 1993 LONG-TERM INCENTIVE PLAN, AS AMENDED 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 under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 2,000,000 shares of Common Stock, $0.01 par value per share (the "Shares"), of Transkaryotic Therapies, a Delaware corporation (the "Company"), issuable under the Company's 1993 Long-Term Incentive Plan, as amended (the "Plan"). We have examined the Amended and Restated Certificate of Incorporation of the Company, and the Amended and Restated 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 our examination of the foregoing documents, we have assumed 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 copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws. We express no opinion herein as to the laws of any state or jurisdiction other than the Delaware General Corporation Law statute and the federal laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/Hale and Dorr LLP HALE AND DORR LLP EX-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-XXXXX) pertaining to the 1993 Long-Term Incentive Plan of our report dated February 5, 1999, with respect to the consolidated financial statements of Transkaryotic Therapies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Boston, Massachusetts June 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----