AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 2002
REGISTRATION NOS.: 333-80663
333-50480
333-85330
333-97176
333-33891
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
REGENERON PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-3444607
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
777 OLD SAW MILL RIVER ROAD
TARRYTOWN, NEW YORK 10591
(914) 347-7000
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1990 LONG-TERM INCENTIVE PLAN
(FULL TITLE OF THE PLANS)
STUART A. KOLINSKI, ESQ.
GENERAL COUNSEL
REGENERON PHARMACEUTICALS, INC.
777 OLD SAW MILL RIVER ROAD
TARRYTOWN, NEW YORK 10591-6707
(914) 347-7000
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
DAVID J. GOLDSCHMIDT
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036-6522(212) 735-3000
This Post Effective Amendment No. 1 to the Registration Statements shall become
effective upon filing in accordance with Rule 464 under the Securities Act of
1933, as amended (the "Securities Act").
This Post-Effective Amendment No. 1 to the Registration Statements is
being filed with the Securities Exchange Commission (the "SEC") pursuant to Rule
464 under the Securities Act, and includes the registration statement facing
page, this page and the signature page.
RE-ALLOCATION
Between August 1992 and June 1999, Regeneron Pharmaceuticals, Inc. (the
"Registrant") registered in excess of 6,900,000 shares of Common Stock for
issuance under the Registrant's 1990 Long-Term Incentive Plan, as amended and
restated (the "1990 Plan") on Form S-8 Registration Statements filed with the
SEC having the following File Numbers and filing dates: 333-50480 (August 5,
1992), 333-85330 (October 19, 1994), 333-97176 (September 20, 1995), 333-33891
(August 19, 1997) and 333-80663 (June 15, 1999). On June 14, 2002, 316,184 of
those shares were transferred from the 1990 Plan to the Registrant's 2000
Long-Term Incentive Plan (the "2000 Plan"), which is the successor plan to the
1990 Plan. Therefore, Registrant is hereby re-allocating 316,184 of the
previously registered shares under the 1990 Plan to the 2000 Plan, such
re-allocation will be effective immediately upon the filing of this
Post-Effective Amendment No. 1. The Registrant will carry forward those 316,184
shares to a new Form S-8 Registration Statement related to the 2000 Plan. As of
June 14, 2002, no further option grants or stock issuances in respect of new
grants will be made under the 1990 Plan.
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 OF THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM S-8 REGISTRATION STATEMENTS LISTED ABOVE, AND HAS DULY CAUSED THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENTS TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE VILLAGE OF
TARRYTOWN, STATE OF NEW YORK, ON THE 30TH DAY OF JULY, 2002.
REGENERON PHARMACEUTICALS, INC.
By: /s/ Leonard S. Schleifer, M.D., Ph.D.
-------------------------------------
Leonard S. Schleifer, M.D., Ph.D.
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO THE FORM S-8 REGISTRATION STATEMENTS HAS BEEN
SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
NAME TITLE DATE
---- ----- ----
/s/ P. Roy Vagelos, M.D.
------------------------------------- Chairman of the Board of Directors July 30, 2002
P. Roy Vagelos, M.D.
/s/ Leonard S. Schleifer, M.D., Ph.D.
------------------------------------- President and Chief Executive Officer and July 30, 2002
Leonard S. Schleifer, M.D., Ph.D. Director (Principal Executive Officer)
/s/ Murray A. Goldberg
------------------------------------- Senior Vice President, Finance & July 30, 2002
Murray A. Goldberg Administration, Chief Financial Officer,
Treasurer and Assistant Secretary
(Principal Financial Officer)
/s/ Douglas S. McCorkle
------------------------------------- Controller and Assistant Treasurer (Chief July 30, 2002
Douglas S. McCorkle Accounting Officer)
/s/ Charles A. Baker
------------------------------------- Director July 30, 2002
Charles A. Baker
/s/ Michael S. Brown, M.D.
------------------------------------- Director July 30, 2002
Michael S. Brown, M.D.
/s/ Alfred G. Gilman, M.D., Ph.D.
------------------------------------- Director July 30, 2002
Alfred G. Gilman, M.D., Ph.D.
/s/ Joseph L. Goldstein, M.D.
------------------------------------- Director July 30, 2002
Joseph L. Goldstein, M.D.
/s/ George D. Yancopoulos, M.D., Ph.D.
------------------------------------- Director July 30, 2002
George D. Yancopoulos, M.D., Ph.D.
/s/ Eric M. Shooter, Ph.D.
------------------------------------- Director July 30, 2002
Eric M. Shooter, Ph.D.
/s/ George Sing
------------------------------------- Director July 30, 2002
George Sing