-----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, OakOf9DyIsXG/7h/niR2eVKPOajkti2NiJnmiN6oeG2rNI8taB9c1iVP2dLzaVi4 vtDG+964CE2c600IEuJLUw== 0000950162-03-001713.txt : 20031229 0000950162-03-001713.hdr.sgml : 20031225 20031229100856 ACCESSION NUMBER: 0000950162-03-001713 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20031224 EFFECTIVENESS DATE: 20031224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHIRE PHARMACEUTICALS GROUP PLC CENTRAL INDEX KEY: 0000936402 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-111579 FILM NUMBER: 031074289 BUSINESS ADDRESS: STREET 1: HAMPSHIRE INTL BUSINESS PARK STREET 2: CHINEHAM BASINGSTOKE CITY: HAMPSHIRE ENGLAND RG STATE: X0 BUSINESS PHONE: 1264333455 MAIL ADDRESS: STREET 1: HAMPSHIRE INTL BUSINESS PARK STREET 2: CHINEHAM BASINGSTOKE CITY: HAMPSHIRE ENGLAND RG STATE: X0 S-8 1 shires8.txt S-8 As filed with the Securities and Exchange Commission on December 24, 2003 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ Shire Pharmaceuticals Group plc (Exact name of registrant as specified in its charter) England and Wales 98-0359573 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Hampshire International Business Park, Chineham, Basingstoke Hampshire RG24 8EP England (Address of Principal Executive Offices) _______________ Shire Pharmaceuticals Group plc 2000 Executive Share Option Scheme (Full title of the plan) _______________ William Alfred Nuerge Shire US Inc. One Riverfront Place Newport, Kentucky 41071 (Name and address of agent for service) (859) 669-8000 (Telephone number, including area code, of agent for service) _______________ Copy to: James Robinson, Esq. Cahill Gordon & Reindel LLP 80 Pine Street New York, NY 10005 (212) 701-3000
CALCULATION OF REGISTRATION FEE - ----------------------------------------- ------------------- ---------------------- ---------------------- ----------------------- Proposed maximum Proposed maximum Amount to be offering price aggregate offering Amount of Title of securities to be registered registered (1) per share (2) price (2) registration fee (2) Common Shares 5 pence par value per share ................................ 25,000,000 $9.75 $243,750,000.00 $19,719.38 - ----------------------------------------- ------------------- ---------------------- ---------------------- -----------------------
______________________ (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"),there is also being registered an indeterminate number of common shares which may become issuable as a result of the anti-dilution provisions of the Shire Pharmaceuticals Group plc 2000 Executive Share Option Scheme. (2) Estimated solely for the purpose of calculating the registration fee computed pursuant to Rule 457(c) and (h) under the Securities Act of 1933 as follows: (i) in the case of the registrant's Common Shares, par value 5 pence per share, which may be purchased upon exercise of outstanding grants or options, the fee is calculated based on a weighted average exercise price of $10.230 per share and (ii) in the case of our Common Shares for which options have not yet been granted, and the option price of which is therefore unknown, the fee is calculated on the basis of the average of the high and low prices of the registrant's Common Shares as reported on The London Stock Exchange on December 17, 2003 and an exchange rate of approximately L1.00 = U.S. $1.765. PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act") and the Note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plans covered by this Registration Statement as required by Rule 428(b). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424(b) under the Securities Act. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents have been filed by Shire Pharmaceuticals Group plc (the "Company") with the Commission and are hereby incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, as amended. (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30 and September 30, 2003. (c) The Company's Current Reports on Form 8-K filed with the Commission on January 2, January 7, January 9 (relating to a pension plan blackout notice), January 9 (relating to a press release concerning an ANDA application on the FDA's website), January 21, January 29, January 31, February 10, February 12, February 24, February 25, February 27 (relating to a press release concerning the Company's acquisition of certain rights to Methypatch(R)), February 27 (relating to a press release concerning financial results for the twelve months ended December 31, 2002), March 3, March 5, March 10, March 12, March 19, March 20, March 21, March 31, April 8, April 15, April 17, April 28, May 1, May 8, May 12, May 15, May 20, June 3, June 4, June 5, June 6, June 9, June 10 (relating to a press release concerning Fosrenol(TM)), June 10 (relating to a press release concerning the repurchase of Company Shares), June 11, June 12, June 13 (relating to a press release concerning the repurchase of Company Shares), June 13 (relating to a press release concerning resolutions passed at the Company's Annual General Meeting), June 17, June 19, June 20, June 23, June 24, June 25, June 26, June 27, June 30, July 15, July 25, July 30, July 31, August 8, August 12, September 3, September 11, October 22, October 28, November 5, November 19, November 20, December 8, December 9, December 17 and December 19, 2003. (d) The description of the Company's Ordinary Shares contained in the Company's Current Report on Form 8-K filed with the Commission on May 15, 2001. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which 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. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Except as hereinafter set forth, there is no charter provision, by-law, contract, arrangement or statute under which any director or officer of Shire is insured or indemnified in any manner against any liability which he may incur in his capacity as such. Pursuant to Paragraph 141 of the Articles of Association of Shire, every person who was or is a director, alternate director or secretary of Shire shall be indemnified out of the assets of Shire for all costs, charges, losses and liabilities incurred in the proper execution of such person's duties or the proper exercise of such person's powers, authorities and discretions. Under Section 310 of the Companies Act 1985 of Great Britain, Shire may not indemnify an officer against any liability that by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to Shire, except that, under Section 310(3) of the Companies Act 1985, Shire is not prevented, inter alia, (a) from purchasing and maintaining for any such officer insurance against any such liability, or (b) from indemnifying an officer against any liability incurred by him in defending any proceedings (whether civil or criminal), in which judgment is given in his favor or he is acquitted, or in connection with any application in which relief is granted to him by the court in case of honest and reasonable conduct. Shire maintains an insurance policy for its directors and officers in respect of liabilities arising out of any act, error or omission while acting in their capacities as directors or officers of Shire or its affiliated companies. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following is a complete list of exhibits filed or incorporated by reference as a part of this Registration Statement: Exhibit No. Exhibit 4.1 Memorandum and Articles of Association of Shire (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form F-1 (No. 333-8394)). -2- 4.2 Shire Pharmaceuticals Group plc 2000 Executive Share Option Scheme (incorporated by reference to Exhibit 10.6 to the Company's 10-K for the fiscal year ended December 31, 2002, as filed with the Commission on March 31, 2003). 5.1 Opinion of Slaughter and May as to the legality of the securities being registered 23.1 Consent of Deloitte & Touche 23.2 Consent of Raymond Chabot Grant Thornton 23.3 Consent of Slaughter and May (included in Exhibit 5.1) 24.1 Powers of Attorney (set forth on the signature page of this Registration Statement) Item 9. Undertakings. The undersigned registrant hereby undertakes as follows: (a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii)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; provided, however, that if the information required to be included in a post-effective amendment by paragraphs (1)(i) and (ii) above is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this registration statement, paragraphs (1)(i) and (ii) shall not apply; (2) 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; and (3) 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; (b) That, for the 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 this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the registrant pursuant to Item 6 above, or -3- 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. -4- 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 filings 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 Basingstoke, England, on the 23rd day of December, 2003. SHIRE PHARMACEUTICALS GROUP plc By: /s/ Matthew William Emmens Name: Matthew William Emmens Title: Chief Executive POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Matthew Emmens and Angus Charles Russell, and each of them acting individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to any and all amendments to said Registration Statement. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Capacity Date /s/ Matthew Williams Emmens Chief Executive (principal executive December 23, 2003 Matthew William Emmens officer) /s/ James Henry Cavanaugh Non-executive Chairman December 23, 2003 Dr. James Henry Cavanaugh /s/ Angus Charles Russell Group Finance Director (principal December 23, 2003 Angus Charles Russell financial officer) /s/ David Mackney Group Financial Controller (principal December 23, 2003 David Mackney accounting officer) /s/ Joseph Wilson Totten Group Research and Development Director December 23, 2003 Dr. Joseph Wilson Totten /s/ Barry John Price Senior Non-executive Director December 23, 2003 Dr. Barry John Price _______________________ Non-executive Director , 2003 Ronald Maurice Nordmann
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________________________ Non-executive Director , 2003 Hon. James Andrews Grant _______________________________ Non-executive Director , 2003 Robin William Turnbull Buchanan /s/ William Alfred Nuerge Authorized Representative in the United December 23, 2003 William Alfred Nuerge States
-6- EXHIBIT INDEX Exhibit No. Exhibit 4.1 Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form F-1 (No. 333-8394)) 4.2 Shire Pharmaceuticals Group plc 2000 Executive Share Option Scheme (incorporated by reference to Exhibit 10.6 to the Company's 10-K for the fiscal year ended December 31, 2002, as filed with the commission on March 31, 2003) 5.1 Opinion of Slaughter and May as to the legality of the securities being registered 23.1 Consent of Deloitte & Touche 23.2 Consent of Raymond Chabot Grant Thornton 23.3 Consent of Slaughter and May (included in Exhibit 5.1) 24.1 Powers of Attorney (set forth on the signature page of this Registration Statement) EX-5 3 ex51.txt EX-5.1 Exhibit 5.1 [Letterhead of Slaughter and May] The Directors Shire Pharmaceuticals Group plc Hampshire International Business Park Chineham, Basingstoke Hampshire RG24 8EP December 18, 2003 Dear Sirs, Introduction 1. We have acted as English legal advisers to you (the "Company") in connection with the Registration Statement on Form S-8 of even date with this letter (the "Form S-8") and filed with the Securities and Exchange Commission (the "SEC") by the Company relating to the proposed issue of common shares five pence par value per share each in the capital of the Company (the "Shares") pursuant to the Shire Pharmaceuticals Group plc 2000 Executive Share Option Scheme. 2. This letter may be relied upon only by you and may be used only in connection with the issue of the Shares. Neither its contents nor its existence may be disclosed to any other person unless we have given our prior written consent or as set out below. Scope 3. This opinion is confined to matters of English law. Accordingly, we have not made any investigation of, and do not express any opinion on, the law of any jurisdiction other than England and Wales. In particular, we express no opinion on European Community law as it affects any jurisdiction other than England. 4. We have examined copies of the documents mentioned herein and such other documents as we have considered necessary. We have not undertaken any exercise which is not described in this letter. Documents examined 5. For the purposes of this opinion we have examined and relied upon the following documents: (A) a copy of the Form S-8; (B) copies of the minutes of all relevant meetings of the Board of Directors of the Company (the "Board Minutes"); (B) copies of the minutes of all relevant General Meetings of the Company (the "GM Minutes"); and (C) such other documents and records as we have considered necessary or appropriate for the purposes of this opinion. Assumptions 6. In giving this opinion, we have assumed: (A) that the statements contained in the Board Minutes and the GM Minutes are complete and accurate as at the date of this opinion, that the meetings referred to in the Board Minutes and the GM Minutes were duly convened and that the directors of the Company present at the meetings recorded in the Board Minutes were acting in the interests and for a proper purpose of the Company; (B) the authenticity, completeness and conformity to original documents of all copy documents examined by us; (C) that all signatures purporting to be on behalf of (or to witness the execution on behalf of) the Company or any director of the Company are genuinely those of the persons whose signatures they purport to be; (D) that, where a document has been examined by us in draft form, it has been or will be signed and/or given final approval in the form of that draft; (E) that words and phrases used in the Form S-8 have the same meaning and effect as they would if those documents were governed by English law and there is no provision of any law (other than English law) which would affect anything in this opinion letter; and (F) that no other event occurs after the date hereof which would affect the opinions herein stated. Opinion 7. We are of the opinion that, relying on the assumptions listed in paragraph 6 and subject to the reservations mentioned below, the Company has the requisite corporate power to issue the Shares and all shareholder resolutions necessary to authorise such issue have been passed. The Shares to be issued by the Company will, when so issued, have been validly authorised, allotted and issued as fully paid and non-assessable. On this basis, the issue of Shares will be free of any pre-emptive rights and no personal liability by way of call will attach to the holders of the Shares as such holders under English law. Reservations 8. Our opinion is qualified by the following reservations and by any matter of fact not disclosed to us: (A) English law, the Articles of Association of the Company and the Listing Rules of the United Kingdom Listing Authority contain restrictions on the transfer of shares and voting rights in certain limited circumstances including the following: (i) transfers of shares may be avoided under the provisions of insolvency law, or where any criminal or illegal activity is involved, or where the transferor or transferee does not have the requisite legal capacity or authority, or where the transferee is subject to restrictions or constraints; (ii) the registration of a transfer of shares by a particular shareholder may be restricted if that shareholder has failed to disclose his interest in shares in the Company after having been served with a notice by the Company requesting such disclosure pursuant to Section 212 of the Companies Act 1985; (iii)save in the case of depositary schemes or clearance services, no transfer will be registered unless the appropriate stamp duty has been paid at the rate of 0.5 per cent. (rounded up if necessary to the nearest multiple of five pounds sterling ((pound)5)) of the stated consideration or if the stock transfer form is otherwise not in order; -2- (iv) any holder of shares who is a director of the Company is bound by the Model Code for Dealing in Securities promulgated by the United Kingdom Listing Authority which imposes restrictions on the ability of directors to transfer shares in the two months prior to the announcement of interim and final results and at other times when directors are in possession of unpublished price sensitive information; (v) under the Companies Act 1985, and subject to the Uncertificated Securities Regulations 1995, the Company can close its register of members from time to time for periods not exceeding 30 days in aggregate in any calendar year and during any such period no transfer of shares may be registered; (vi) no share may be transferred after the passing of a resolution for the winding-up of the Company; (vii)a company or the Court may impose restrictions on the transferability and other rights of shares held by persons who do not comply with that company's proper enquiries, under the Companies Act of 1985 or that company's articles of association (if they so provide), considering the ownership of shares; and (viii) there may be circumstances in which a holder of shares becomes obliged to transfer those shares under the provisions of the Companies Act of 1985, for example following the implementation of a takeover where minority shareholders are compulsorily bought out or following the implementation of a scheme of arrangement. Once a holder of shares becomes obliged to make such a transfer he may not transfer to any other person; (B) shareholders can make arrangements outside the Company's constitutional documents in respect of restrictions on transfer or pre-emptive rights relating to shares, about which we express no opinion; and (C) the obligations of the Company in respect of the Shares will be subject to any law from time to time in force relating to bankruptcy, insolvency, liquidation, reorganisation or administration or any other law or legal procedure affecting generally the enforcement of creditors' rights. Consent 9. We hereby consent to the disclosure of this opinion letter as an exhibit to the Form S-8 and its consequent filing with the SEC. Yours faithfully, /s/ Slaughter and May -3- EX-23 4 ex231.txt EX.23.1 Exhibit 23.1 [Letterhead of Deloitte & Touche] INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 26, 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the adoption of Statement Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets, on 1 January 2002) included in the Shire Pharmaceuticals Group plc Form 10-K/A for the year ended 31 December 2002 /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Chartered Accountants Reading December 23, 2003 EX-23 5 ex232.txt EX-23.2 Exhibit 23.2 [Letterhead of Raymond Chabot Grant Thornton] CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated January 25, 2001 included in Shire Pharmaceuticals Group plc's Form 10-K/A for the year ended 31 December 2002, on our audits of the consolidated financial statements of BioChem Pharma Inc., prepared in United States of America dollars and in accordance with generally accepted accounting principles in the United States of America, as at December 31, 2000 and 1999 and for the years ended December 31, 2000, 1999 and 1998. /s/ Raymond Chabot Grant Thornton RAYMOND CHABOT GRANT THORNTON Chartered Accountants General Partnership Montreal, Canada December 23, 2003 -----END PRIVACY-ENHANCED MESSAGE-----