<PAGE>
As filed with the Securities and Exchange Commission on March 17, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMGEN INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3540776
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Amgen Center Drive
Thousand Oaks, California 91320-1789
(Address of Principal Executive Offices) (Zip Code)
----------------
AMGEN LIMITED SHARESAVE PLAN
(Full title of the plan)
------------------
GEORGE A. VANDEMAN, ESQ.
Senior Vice President, Corporate Development, General Counsel and Secretary
Amgen Inc.
One Amgen Center Drive
Thousand Oaks, California 91320-1799
(Name and address of agent for service)
(805) 447-1000
(Telephone Number, Including Area Code, of Agent For Service)
-------------------
Copies to:
GARY OLSON, ESQ.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
(213) 485-1234
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount Maximum Maximum
Securities to be to be Offering Price Aggregate Amount of
Registered Registered Per Share (1) Offering Price (1) Registration Fee
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Common Stock 200,000 $48.90 $9,780,000 $2,718.84
$.0001 par value
===================================================================================================
</TABLE>
_________________________
(1) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon the
basis of the price at which the options may be exercised by the employees
of Amgen Limited, a wholly-owned subsidiary of Amgen Inc.
Exhibit Index appears on Page 7
<PAGE>
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The registrant, Amgen Inc., a Delaware corporation (the "Company" or the
"Registrant"), hereby incorporates the following documents in this Registration
Statement by reference:
A. The Company's Annual Report on Form 10-K for the year ended December
31, 1998; and
B. Description of the Company's Common Stock, Contractual contingent
payment rights and preferred share rights plan contained in the
Registration Statements on Form 8-A filed with the SEC on September 7,
1983 and April 1, 1993, and the Form 8-K filed with the SEC on
February 28, 1997, respectively.
All documents 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, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing 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
Section 145 of the Delaware General Corporation Law, the Restated
Certificate of Incorporation, as amended, and the Amended and Restated Bylaws of
the Company contain provisions covering indemnification of corporate directors
and officers against certain liabilities and expenses incurred as a result of
proceedings involving such persons in their capacities as directors and
officers, including proceedings under the Securities Act of 1933, as amended
(the "Securities Act") and the Exchange Act.
The Company has authorized the entering into of indemnity contracts and
provides indemnity insurance pursuant to which officers and directors are
indemnified or insured against liability or loss under certain circumstances
which may include liability or related loss under the Securities Act and the
Exchange Act.
Item 7. Exemption from Registration Claimed
Not applicable.
2
<PAGE>
Item 8. Exhibits
4.1 Amgen Limited Sharesave Plan
5.1 Opinion of Latham & Watkins as to the legality of the shares being
registered.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on page 5).
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of this 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission (the "Commission") pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(c) 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 paragraphs (1)(a) and (1)(b) shall not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(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.
(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.
The undersigned registrant hereby undertakes that, for 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
3
<PAGE>
has been advised that in the opinion of the 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
<PAGE>
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 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 Thousand Oaks, State of California, on this 17th day
of March, 1999.
AMGEN INC.
By: /s/ Kathryn E. Falberg
-----------------------------------------
Kathryn E. Falberg
Senior Vice President, Finance, and Chief
Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Amgen Inc., and each of us,
do hereby constitute and appoint each and any of Gordon M. Binder, Kevin W.
Sharer, Kathryn E. Falberg and George A. Vandeman, our true and lawful attorney
and agent, with full power of substitution and resubstitution, to do any and all
acts and things in our name and behalf in any and all capacities and to execute
any and all instruments for us in our names, in connection with this
Registration Statement or any registration statement for the same offering that
is to be effective upon filing pursuant to Rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto; and we hereby ratify and confirm
all that said attorney and agent, or his substitute, shall do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Gordon M. Binder Chairman of the Board and March 17, 1999
- ------------------------------------- Chief Executive Officer
Gordon M. Binder Principal Executive Officer)
/s/ Kevin W. Sharer President, Chief Operating March 17, 1999
- ------------------------------------- Officer and Director
Kevin W. Sharer
/s/ Kathryn E. Falberg Senior Vice President, March 17, 1999
- ------------------------------------- Finance, and Chief Financial
Kathryn E. Falberg Officer
(Principal Financial Officer)
/s/ Marc M.P. de Garidel Vice President, Controller and March 17, 1999
- ------------------------------------- Chief Accounting Officer
Marc M.P. de Garidel (Principal Accounting Officer)
/s/ William K. Bowes, Jr. Director March 17, 1999
- -------------------------------------
William K. Bowes, Jr.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Jerry D. Choate Director March 17, 1999
- --------------------------------------
Jerry D. Choate
/s/ Frederick W. Gluck Director March 17, 1999
- --------------------------------------
Frederick W. Gluck
/s/ Franklin P. Johnson, Jr. Director March 17, 1999
- --------------------------------------
Franklin P. Johnson, Jr.
/s/ Steven Lazarus Director March 17, 1999
- --------------------------------------
Steven Lazarus
/s/ Gilbert S. Omenn Director March 17, 1999
- --------------------------------------
Gilbert S. Omenn
/s/ Judith C. Pelham Director March 17, 1999
- --------------------------------------
Judith C. Pelham
</TABLE>
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
*4.1 Amgen Limited Sharesave Plan
*5.1 Opinion of Latham & Watkins regarding the legality of the shares
being registered
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Latham & Watkins (included in opinion filed as
Exhibit 5.1)
*24 Power of Attorney (included on signature page to Registration
Statement)
</TABLE>
_________________
*Filed herewith.
7
<PAGE>
EXHIBIT 4.1
Rules of the Amgen Limited
Sharesave Plan
1. Definitions
In these Rules:
1.1 the following words and expressions have the following meanings:
"Act" the Income and Corporation Taxes Act 1988;
"Associated Company" an associated company of the Company within
the meaning of Section 187(2) of the Act;
"Auditors" the auditors nominated by the Directors for
the purposes of the Plan;
"Bonus Date" the date on which a bonus becomes payable
under the relevant Savings Contract after
payment of 36 Savings Contributions;
"Business Day" any day on which Shares may be dealt in on
the U.S. NASDAQ Stock Market National Market
system (or such other system exchange on
which the shares are then traded);
"Company" Amgen Limited;
"Contractual Savings Scheme" the arrangement specified for the time being
by the Directors under which Savings
Contributions are made by a Participant in
accordance with the Plan, such arrangement
being a certified contractual savings scheme
within the meaning of Section 326 of the Act
which has been approved by the Commissioners
of Inland Revenue for the purposes of
Schedule 9 to the Act;
"Control" the meaning given to that expression in
Section 840 of the Act;
"Date of Exercise" the meaning given to that expression in Rule
5.2
"Date of Grant" the date on which the Directors grant an
Option in accordance with the terms of Rule
2;
"Date of Invitation" the date on which any notice is given
pursuant to Rule 2.1;
1
<PAGE>
"Directors" The board of directors for the time being
of the Company or a duly appointed
committee thereof;
"Eligible Employee" any person (including a full-time director)
who at any Date of Invitation is in the
employment of any Participating Company and
who has been in that employment for at least
one day and who is then chargeable to tax in
respect of such employment under Case I of
Schedule E; or such other person in the
employment of a Participating Company as the
Directors may decide. For the purposes of
this paragraph "full-time" shall mean having
a normal contractual working week of 25
hours or more, excluding meal breaks;
"Employment" employment with the Company and/or any
company under the Control of the Company or
any Associated Company or with any Jointly-
owned Company and "ceasing to be in
Employment" shall be construed as ceasing to
be employed by all such companies;
"Exchange Rate" the actual rate of exchange prevailing on
conversion at the Date of Exercise of a
Participant's payment for the exercise of an
Option from Pounds Sterling to US Dollars;
"Exercise Notice" the meaning given to that expression in
Rule 4.3;
"Group" the Company and all its Subsidiaries and
Jointly-owned Companies;
"Jointly-owned Company" (a) a company which is not under the
Control of any single person; and
(b) under the Control of two persons
between them one of such persons
being the Company; and
(c) not a participating company in any
other company's group scheme (as
those terms are defined in paragraph
1 of Schedule 9 to the Act )
and any other company which is under the
Control of a company which meets the
conditions in paragraphs (a), (b) and (c)
above and is not itself a participating
company in any other company's group scheme
(as those terms
2
<PAGE>
are defined in paragraph 1 of Schedule 9 to
the Act);
"Minimum Savings Contribution" (Pounds)10 or such other amount specified by
the Directors from time to time, which shall
be no greater than the amount for the time
being specified by paragraph 24(2)(b) of
Schedule 9 to the Act and no lower than the
minimum Savings Contribution permitted by
the relevant Contractual Savings Scheme;
"Option" the right granted or to be granted on any
particular Date of Grant to acquire Shares
in accordance with the Rules;
"Option Certificate" a certificate evidencing an Option as
referred to in Rule 2.6;
"Option Price" the price in US Dollars for the acquisition
of a Share comprised in any Option which
shall be determined by the Directors and
shall (subject to the provisions of Rules 6)
be not less than an amount equal to 80 per
cent of the market value of a Share
determined in accordance with sections 272
and 273 of the Taxation of Chargeable Gains
Act 1992 and agreed for the purposes of the
Amgen Limited Sharesave Plan with the Shares
Valuation Division of the Inland Revenue for
the Business Day last preceding the relevant
Date of Invitation;
"Parent Company" Amgen Inc. incorporated in the state of
Delaware in the United States of America;
"Participant" any person (including, where the context
permits, the legal personal representatives
of such a person) who holds an Option;
"Participating Company" the Company and any other company within the
Group which the Directors have determined
shall be a Participating Company for the
purposes of the Plan provided that any
Jointly-owned Company which ceases to be a
Jointly-owned Company and which does not
then become a Subsidiary shall cease to be a
Participating Company;
"Plan" this Plan, being the Amgen Limited Sharesave
Plan as adopted by the Directors on [ ,
1998] and as amended from time to time;
3
<PAGE>
"Record Date" in relation to any particular payment of
dividend or other right attaching to Shares
the date on which the Parent company
determines, in accordance with Delaware law,
the Parent Company By-Laws and the Parent
Company Certificate of Incorporation, a date
to be the record date for holders of the
shares;
"Redundancy" redundancy within the meaning of the
Employment Rights Act 1996;
"Retirement" retirement on reaching age 60 or any other
age at which a Participant is bound to
retire in accordance with the terms of his
contract of employment;
"Rules" these rules together with any amendment
thereto effected in accordance with Rule 7;
"Savings Contract" a savings contract entered into under a
Contractual Savings Scheme;
"Savings Contract Repayment" in respect of a Savings Contract the amount
in US Dollars at the Exchange Rate of the
repayment of a person's Savings Contributions
plus any bonus or, if the Option is exercised
before the Bonus Date, any interest;
"Savings Contribution" the amount payable per month by a Participant
by way of contributions under a Savings
Contract in respect of any Option which
amount shall normally be paid by means of
periodic deductions from the Participant's
remuneration by his employer and shall be an
integral multiple of (Pounds)1 and shall be
not less than the Minimum Savings
Contribution;
"Share" a share in the common stock, par value $.0001
per share, of the Parent Company which
complies with the provisions of paragraphs 10
to 14 of Schedule 9 to the Act;
"Subsidiary" a company which is both under the Control of
the Company and a subsidiary of the Company
within the meaning of Section 736 of the
Companies Act 1985;
"Withdrawal Notice" the meaning given to that expression by Rule
4.3.
1.2 Where the context so admits
4
<PAGE>
1.2.1 words importing the singular shall include the plural and vice
versa and words importing the masculine shall include the
feminine;
1.2.2 any reference to a statute (or a particular Chapter, Part or
Section thereof) shall mean and include any statutory
modification or re-enactment thereof for the time being in
force and any regulations made thereunder.
2 OFFER AND GRANT OF OPTIONS
2.1 At such time as the Directors shall in their absolute discretion determine
following the date of approval of the Plan by the Commissioners of Inland
Revenue, they may give notice to each Eligible Employee on similar terms
that he is invited to apply for an Option and such notice shall specify:
2.1.1 the Option Price;
2.1.2 the period, being not less than fourteen days nor more than twenty-
one days from the Date of Invitation during which he may apply for
an Option in accordance with Rule 2.2;
2.1.3 the Minimum Savings Contribution in respect of the offer;
2.1.4 the maximum aggregate Savings Contribution permitted under Rule 3.1;
and
2.1.5 that the Option will normally be exercisable using the proceeds of a
Savings Contract on the Bonus Date.
2.2 Subject to Rule 2.7, following any notice to an Eligible Employee by the
Directors pursuant to Rule 2.1, he may apply for an Option by completing
and returning an application in such form (not inconsistent with the
provisions of the Plan) as the Directors may from time to time determine.
Such form shall specify the Savings Contribution which he wishes to pay and
authorise the deduction of the Savings Contribution from his remuneration.
It must be accompanied by a signed form of application concerning his entry
into a Savings Contract, such form to be in terms acceptable to the body
administering the Contractual Savings Scheme.
2.3 Within thirty days following the Business Day referred to in the definition
of Option Price in Rule 1.1 the Directors shall, in respect of each
Eligible Employee who has made a valid application and who remains in the
employment of any Participating Company, grant an Option stated to be over
the number of Shares the aggregate of the Option Prices of which is as
nearly as possible equal to, but not in excess of, the Savings Contract
Repayment. No fractional shares shall be issued upon the exercise of
rights granted under the Plan.
2.4 Notwithstanding any provision of any other of these Rules whatsoever:
2.4.1 the Plan shall not form part of any contract of employment between
the Parent Company, the Company, a Subsidiary, a group or any
Associated Company and any Participant and it shall not confer on
any Participant any legal or equitable rights (other than those
constituted by the Options themselves) whatsoever against the Parent
Company, the Company, a Subsidiary, a group
5
<PAGE>
or Associated Company or their officers, directors, employees,
agents or assigns directly or indirectly or give rise to any cause
of action at law or in equity against the Parent Company, the
Company, a Subsidiary, a group or any Associated Company or their
officers, directors, employees, agents or assigns;
2.4.2 the benefits to the Participants under the Plan shall not form part
of their wages or remuneration or count as pay or remuneration for
pension or other purposes;
2.4.3 the Grant of Options to a Participant is a matter entirely separate
from any pension right or entitlement he may have and from his terms
and conditions of employment and participation in the Plan shall in
no respect whatever affect his pension rights or entitlements or
terms or conditions of employment and in particular (but without
limiting the generality of the foregoing) any Participant who ceases
to be an employee of any Company in the Group or the Parent Company
or any subsidiary of the Parent Company which is not a member of the
Group shall not be entitled to any compensation for any loss of any
right or benefit or prospective right or benefit under the Plan
which he might otherwise have enjoyed whether such compensation is
claimed by way of damages for wrongful dismissal or other breach of
contract or by way of compensation for loss of office or otherwise
howsoever and notwithstanding that he may have been dismissed
wrongfully or unfairly (within the meaning of the Employment Rights
Act 1996);
2.4.4 No rights granted under the Plan may be exercised to any extent
unless the Plan (including rights granted thereunder) is covered by
an effective registration statement pursuant to the Securities Act
of 1933, as amended (the "Securities Act"). If on a Date of Exercise
of any Options granted hereunder the Plan is not so registered, no
rights granted under the Plan shall be exercised on said Date of
Exercise and the Date of Exercise shall be delayed until the Plan is
subject to such an effective registration statement, except that the
Date of Exercise shall not be delayed more than two (2) months and
the Date of Exercise shall in no event be later than the last date
on which the Option can be exercised under Rule 4. If on the Date of
Exercise of any Option granted hereunder, as delayed to the maximum
extent permissible, the Plan is not registered the Option shall
lapse.
2.5 An Option shall be personal to the Participant and shall not be assignable
and any purported assignment, transfer, charge, disposal or dealing with
the rights or interests of the Participant under the Plan shall render the
Option void. However, on the death of a Participant, an Option shall be
capable of being exercised by his legal personal representatives in
accordance with the provisions of Rule 4.
2.6 As soon as is practicable upon the grant of an Option to a person pursuant
to Rule 2.3 the Directors shall issue to the said person an Option
Certificate evidencing such Option. The Option Certificate shall specify
the estimated number of Shares comprised in the Option based on current
exchange rates at the Date of Grant, the Date of Grant and the Option Price
in respect of each such Share and shall be otherwise in such form (not
inconsistent with the provisions of the Plan) as the Directors may from
time to time determine. If any such certificate shall be worn out,
6
<PAGE>
defaced, destroyed or lost, it may be renewed on such evidence being
provided and on such terms as the Directors may reasonably require.
2.7 No Option shall be granted to any person (i) unless he is an employee of a
Participating Company on the Date of Grant or (ii) if such person is
ineligible to participate in the Plan by virtue of the provisions of
paragraph 8 of Schedule 9 to the Act.
3 Individual participation limits
3.1 The aggregate of the Savings Contributions being made at any time by a
Participant under the Plan (and any contributions then being made under
certified contractual savings schemes linked to any other savings-related
scheme or schemes approved under Schedule 9 to the Act) shall not exceed
(Pounds)250 per month (or such other amount as the Directors may determine
as may be permitted pursuant to paragraph 24 of Schedule 9 to the Act).
3.2 Applications made under Rule 2.2 shall be scaled down, if necessary, to
ensure that the number of shares which may be issued on the exercise in
full of all Options granted on any Date of Grant shall not exceed 100,000
Shares on the assumption that the prospective savings contract repayment
for each Eligible Employee to whom an Option is to be granted on such Date
of Grant is converted into U.S. dollars at the exchange rate prevailing on
that Date of Grant. Any scaling down shall be done by the Directors who
shall reduce the excess over (Pounds)10 of the monthly savings
contributions chosen by each applicant on a pro rata basis and to the
extent necessary.
Each application under Rule 2.2 shall then be deemed to have been modified
or withdrawn in accordance with the said scaling down and the Directors
shall amend each application for a Savings Contract to reflect any
resulting reduction in monthly savings contributions.
4 EXERCISE AND LAPSE OF OPTIONS
4.1 An Option shall be capable of being exercised in whole or in part following
the earliest of :-
4.1.1 the Bonus Date if the Participant is an employee or director of a
Participating Company;
4.1.2 the Bonus Date if the Participant is an employee or director of a
company which is not a Participating Company but which is an
Associated Company or a company of which the Company has Control;
4.1.3 the death of the Participant;
4.1.4 the Participant ceasing to be in Employment by reason of his
Retirement, injury, disability or Redundancy;
7
<PAGE>
4.1.5 the Participant ceasing to be in Employment more than three years
from its Date of Grant by reason of retirement on receipt of a
pension under any pension scheme of which he is a member in respect
of his Employment;
4.1.6 the Participant ceasing to be in Employment by reason that his
Employment is in a company of which the Company ceases to have
Control, or it relates to a business or part of a business which is
transferred to a person who is neither an Associated Company of the
Company nor a company of which the Company has Control;
4.1.7 the Participant reaching age 60 and continuing to be in Employment
in which case the right to exercise an Option under this sub-
paragraph is available for a period of six months following
attainment of such age provided that if he does not exercise such
Option within the said period of six months he will nevertheless be
able to exercise the Option on the next earliest event covered by
this Rule 4.1;
provided that
(I) no Option shall be capable of being exercised other than at a time
when the Participant is in Employment except in the circumstances
described in Rules 4.1.3, 4.1.4, 4.1.5 and 4.1.6; and
(II) no Option shall be capable of being exercised at a time when paragraph
8 of Schedule 9 to the Act would disqualify the Participant from being
granted an Option, nor by the personal representatives of a
Participant who was so precluded at the date of his death.
4.2 In no event shall an Option be capable of being exercised in respect of a
number of Shares the aggregate Option Prices of which exceed the repayment
made (including any bonus or interest but excluding the repayment of any
contributions the due date for payment of which falls more than one month
after the date on which repayment is made) to the Participant under the
related Savings Contract.
4.3 An Option shall lapse to the extent that it has not been exercised by the
earliest of:-
4.3.1 the expiry of six months from the Bonus Date except where the death
of the Participant occurs before the expiry of such period;
4.3.2 if the Participant dies before the Bonus Date, the expiry of twelve
months from the date of death of the Participant;
4.3.3 the expiry of twelve months from the Bonus Date where the death of
the Participant occurs within six months after the Bonus Date;
4.3.4 the expiry of six months from the date on which the Participant
ceased to be in Employment in the circumstances described in Rules
4.1.4, 4.1.5 or 4.1.6, except where the death of the Participant
occurs before the expiry of such period;
8
<PAGE>
4.3.5 the date on which the Participant ceases to be in Employment for any
reason other than death or any of the circumstances referred to in
Rule 4.1.4, 4.1.5 or 4.1.6;
4.3.6 the Participant's right to continue making the related Savings
Contributions lapsing in respect of an Option in accordance with the
provisions of the Contractual Savings Scheme before the Participant
has made all the Savings Contributions required by the Contractual
Savings Scheme unless such Option has already become exercisable
under the provisions of this Rule;
4.3.7 the receipt by the body administering the Contractual Savings Scheme
of a Withdrawal Notice in respect of the Savings Contract relative
to such Option provided that such Option is not then capable of
being exercised; and
4.3.8 the date on which an Option lapses pursuant to Rule 6.
The Participant may direct at any time by notice (referred to as a
"Withdrawal Notice") given in writing in a form acceptable to the body
administering the Contractual Savings Scheme that he wishes such repayment
as is then due to him to be made under the Savings Contract relative to any
Option and in addition, if such notice is given in respect of the Savings
Contract relative to any Option which the Participant then wishes to
exercise in whole or in part, notice to that effect shall be given to the
Company in such form as the Directors may prescribe (referred to as an
"Exercise Notice").
5 MANNER OF EXERCISE OF OPTIONS
5.1 In order to exercise an Option the Participant shall give to the Directors
(or their nominated agent) an Exercise Notice stating that the Option is to
be exercised on the Date of Exercise in respect of that number of Shares
the aggregate Option Prices of which are as nearly as possible equal to,
but not in excess of, the US Dollar equivalent at the Exchange Rate of the
Sterling amount specified in the Exercise Notice which must be equal to or
less than the repayment due under the related Savings Contract that he
wishes to be applied in respect of the exercise of the Option. Such
Exercise Notice shall be accompanied by payment (or an authority to obtain
such payment from the body administering the Savings Contract) in full of
the Sterling amount specified. It shall be the responsibility of the
Participant to obtain any exchange control consents or other authorities
required to enable him to exercise his Option and receive the Shares to be
transferred or issued in respect thereof.
5.2 The Date of Exercise shall be the last day of the calendar month following
the month in which the Directors receive the Exercise Notice, Option
Certificate and Sterling proceeds of repayment under the Savings Contract
specified in the Exercise Notice (provided that if such day is not a
working day in the United Kingdom the next working day) or, if earlier,
the last day of any period referred to in Rule 4.3
5.3 Subject to such consents or other required action of any competent
authority under regulations or enactments for the time being in force as
may be necessary, within thirty days after the Date of Exercise the Parent
Company shall arrange for the transfer or
9
<PAGE>
issue of the appropriate number of shares and the transferee or allottee
shall be entered in the books of the Parent Company in respect of these
Shares. The said Shares shall rank in full for all dividends and other
rights to which a right arises by reference to a Record Date falling on or
after the date on which the transferee or allottee is entered in the books
of the Parent Company and shall in all other respects rank pari passu with
the other Shares of the same class and shall be acquired subject to the
Parent Company's By-laws.
5.4 Where an Option is exercised in part, it shall lapse to the extent of the
unexercised balance.
5.5 The Parent Company shall ensure that sufficient Shares are always available
to satisfy in full all outstanding Options.
6 Adjustments upon changes in shares
6.1 If any change is made in the shares, or subject to any rights granted under
the Plan (through merger, consolidation, reorganisation, recapitalisation,
stock dividend, dividend in property other than cash, stock split,
liquidating dividend, combination of shares, exchange of shares, change in
corporate structure or other transaction not involving the receipt of
consideration by the Parent Company), the Plan and outstanding rights will
be appropriately adjusted in the class(es) and maximum number of Shares
subject to the Plan and the class(es) and number of Shares and price per
Share of stock subject to outstanding rights. Such adjustments shall be
made by the Directors, the determination of which shall be final, binding
and conclusive, subject to the Inland Revenue's consent. (The conversion
of any convertible securities of the Parent Company shall not be treated as
a "transaction not involving the receipt of consideration by the Parent
Company").
6.2 If any person obtains Control of the Parent Company as a result of making
6.2.1 a general offer to acquire the whole of the issued ordinary share
capital of the Parent Company which is made on a condition such that
if it is satisfied the person making the offer will have Control of
the Parent Company; or
6.2.2 a general offer to acquire all (or substantially all) the shares in
the Parent Company which are of the same class as the Shares over
which Options have been granted
then all outstanding Options shall lapse on the date on which such Control
is obtained.
6.3 For the purposes of this Rule 6 a person shall be deemed to have obtained
Control of a Company if he and others acting in concert with him have
together obtained Control of it.
10
<PAGE>
7 Amendment and administration
7.1 The Plan may be amended by resolution of the Directors provided that no
amendment shall:
7.1.1 operate to disadvantage any rights already acquired by a Participant
under the Plan without his consent;
7.1.2 have effect until it has been approved by the Commissioners of
Inland Revenue.
7.2 Notwithstanding Rule 7.1.1 but subject to Rule 7.1.2, the Directors may by
resolution amend the Plan in any way but only to the extent necessary or
desirable to secure or maintain the approval of the Plan by the
Commissioners of Inland Revenue under Schedule 9 to the Act.
7.3 Subject as herein otherwise expressly provided the Directors' decision on
any matter concerning the Plan shall be final and binding.
7.4 The costs of the operation of the Plan shall be borne by the Company.
7.5 The Plan and Options granted under it shall be governed by and construed in
accordance with English Law (except where otherwise stated) and all
disputes shall be referred for resolution to the courts of England,
provided that issues pertaining to or concerning the Shares and/or the
Parent Company shall be governed by and construed in accordance with
Delaware Law.
7.6 In any matter in which they are required to act hereunder the Auditors
shall be deemed to be acting as experts and not as arbitrators and the
Arbitration Acts 1950-1979 shall not apply hereto.
7.7 All notices under the Plan shall be in writing and, if to the Company,
shall be either delivered in person to the Company Secretary or sent to the
Company's registered office for the time being (or to such other address as
the Directors may from time to time specify) and, if to a Participant,
shall be delivered personally to him at his place of work or sent by first-
class post to the Participant at the address which he shall give in writing
to the Company for this purpose, or, failing any such address, his last
known place of abode. All notices to the Company, however sent, shall be
deemed to be served only upon actual receipt thereof by the Company
Secretary or (as the case may be) at the appropriate address as determined
above. Notices to the Participant shall, if delivered personally to him at
his place of work, be deemed to be served upon such delivery and, if sent
by first-class post to the appropriate address as determined above, shall
be deemed to be served forty-eight hours after the posting to such address
of a properly addressed and prepaid envelope containing such notice.
8 TERMINATION
The Directors may at any time resolve that no further offers of participation
shall be made under the Plan but in such event the subsisting rights of
Participants will not thereby be affected.
11
<PAGE>
EXHIBIT 5.1
[Letterhead of Latham & Watkins]
March 17, 1999
Amgen Inc.
One Amgen Center Drive
Thousand Oaks, California 91320-1789
Re: Amgen Inc.
Common Stock, par value $.0001 per share
Registration on Form S-8
----------------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 (the "Registration Statement"), which you intend to file with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 200,000 shares of Common
Stock, par value $.0001 per share (the "Shares"), to be sold by Amgen Inc. (the
"Company") under the Amgen Limited Sharesave Plan (the "Plan"). We are familiar
with the proceedings undertaken in connection with the authorization and
proposed issuance and sale of the Shares. Additionally, we have examined such
questions of law and fact as we have considered necessary or appropriate for
purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares
have been duly authorized, and upon the issuance of Shares under the terms of
the Plan and delivery and payment therefor of legal consideration in excess of
the aggregate par value of the Shares issued, such Shares will be validly
issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Amgen Inc. for the registration of 200,000 shares of Common Stock
of our report dated January 26, 1999, with respect to the consolidated financial
statements of Amgen Inc., included in its Annual Report (Form 10-K) for the year
ended December 31, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
March 16, 1999
