<PAGE>
As filed with the Securities and Exchange Commission on June 19, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------
CENTOCOR, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2117202
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Great Valley Parkway 19355
Malvern, Pennsylvania (Zip Code)
(Address of Principal Executive Offices)
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CENTOCOR, INC. CONSULTANT
NON-QUALIFIED STOCK OPTION AGREEMENTS
(Full title of the plan)
------------------------------
George D. Hobbs, Esquire
Vice President, Corporate Counsel and Secretary
Centocor, Inc.
200 Great Valley Parkway
Malvern, Pennsylvania 19355
(Name and address of agent for service)
(610) 651-6000
(Telephone number, including area code, of agent for service)
------------------------------
Copies to:
John G. Harkins, Jr., Esquire
Harkins Cunningham
1800 One Commerce Square
2005 Market Street
Philadelphia, Pennsylvania 19103-7042
(215) 851-6700
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum Amount of
securities to be Amount to be offering price aggregate registration
registered registered per share/1/ offering price/1/ fee/1/
- ------------------ -------------- -------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 185,200 shares $20.3335 $3,765,764 $1,110.90
$.01 par value
</TABLE>
______________________________
/1/ Estimated for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the
basis of a weighted average exercise price per share of outstanding options for
(i) 40,000 shares subject to outstanding options having an exercise price of
$18.625 per share; (ii) 40,000 shares subject to outstanding options having an
exercise price of $16.00 per share; (iii) 8,000 shares subject to outstanding
options having an exercise price of $47.00 per share; (iv) 1,500 shares subject
to outstanding options having an exercise price of $8.375 per share; (v) 2,600
shares subject to outstanding options having an exercise price of $12.00 per
share; (vi) 1,100 shares subject to outstanding options having an exercise price
of $12.625 per share; (vii) 5,000 shares subject to outstanding options having
an exercise price of $11.25 per share; (viii) 12,000 shares subject to
outstanding options having an exercise price of $7.625 per share; (ix) 10,000
shares subject to outstanding options having an exercise price of $14.125 per
share; (x) 40,000 shares subject to outstanding options having an exercise price
of $18.50 per share; (xi) 15,000 shares subject to outstanding options having an
exercise price of $34.50 per share; and (xii) 10,000 shares subject to
outstanding options having an exercise price of $40.0625 per share.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I are not
required to be filed with the Securities and Exchange Commission as part of this
Form S-8 Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission. The following documents, which are filed by the Company (File No.
0-11103) with the Securities and Exchange Commission under the Exchange Act, are
incorporated in this Registration Statement by reference and made a part hereof:
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<PAGE>
a. Annual Report on Form 10-K for the fiscal year ended December 31,
1997;
b. Quarterly Report on Form 10-Q for the quarter ended March 31,
1998;
c. Current Reports on Form 8-K, dated January 21, 1998, February 12,
1998 and February 20, 1998;
d. Proxy Statement for the Annual Meeting of Shareholders held on
May 13, 1998; and
e. Registration Statements on Form S-3, Commission Reg. Nos. 33-
7311, 33-16286, 33-23481 and 33-29142.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded to
the extent that a statement contained herein or in any subsequently filed
document that 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.
Copies of the above documents (excluding exhibits) may be obtained
upon request without charge from the Company. Requests for such copies should
be directed to the Company's Corporate Secretary at its principal executive
offices at 200 Great Valley Parkway, Malvern, Pennsylvania 19355, telephone
number: (610) 651-6000.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Pennsylvania Business Corporation Law, as amended, authorizes the
registrant to grant indemnities in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act.
As permitted by Pennsylvania law, Article 13 of Centocor's by-laws
provides for the indemnification of each director and officer with regard to any
actual or alleged act or omission made in his or her official capacity, provided
he or she met the standard of conduct of (i) acting in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of
- 3 -
<PAGE>
the Company and, (ii) with respect to any criminal proceeding, having no
reasonable cause to believe his or her conduct was unlawful. Article 13 also
permits the Company to indemnify an employee or agent of the Company for money
damages and expenses relating to his or her service on the behalf of the
Company, provided he or she met the applicable standards of conduct set forth in
the by-laws.
The Board of Directors of Centocor has determined to provide liability
insurance for each director and officer for certain losses arising from claims
or charges made against him or her while acting in his or her capacity as a
director or officer of Centocor.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit
Number Description
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4 Specimen Certificate of Common Stock of the Registrant
(incorporated by reference to Exhibit 4 to Amendment
No. 1 to Form S-1 Registration Statement, File No. 2-
80089).
5 Opinion of Harkins Cunningham.
23.1 Consent of Harkins Cunningham (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included in the signature page of
this Registration Statement).
99.1 Form of Centocor, Inc. Consultant Non-Qualified Stock
Option Agreement.
Item 9. UNDERTAKINGS.
1. The Registrant hereby undertakes:
a. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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;
b. 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;
- 4 -
<PAGE>
c. 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.
2. The 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 the 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 in the initial
bona fide offering thereof.
3. 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 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.
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 Town of Malvern, Commonwealth of Pennsylvania, on the 18th
day of June, 1998.
CENTOCOR, INC.
By: /s/ David P. Holveck
------------------------
Chief Executive Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David P. Holveck and Dominic J.
Caruso, and each or any of them, as true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, and in his
name, place and stead, in any and all capacities, 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 to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/ Hubert J.P. Schoemaker
- -----------------------------------
Hubert J.P. Schoemaker Director, Chairman June 18, 1998
of the Board
/s/ David P. Holveck
- -----------------------------------
David P. Holveck Chief Executive June 18, 1998
Officer and
Director (principal
executive officer)
/s/ Dominic J. Caruso
- -----------------------------------
Dominic J. Caruso Senior Vice June 18, 1998
President-Finance and
Chief Financial Officer
(principal financial
and accounting officer)
/s/ Anthony B. Evnin
- ------------------------------------
Anthony B. Evnin Director June 18, 1998
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<PAGE>
/s/ William F. Hamilton
- -----------------------------------
William F. Hamilton Director June 18, 1998
/s/ Antonie T. Knoppers
- ------------------------------------
Antonie T. Knoppers Director June 18, 1998
/s/ Ronald A. Matricaria
- ------------------------------------
Ronald A. Matricaria Director June 18, 1998
/s/ Lawrence Steinman
- ------------------------------------
Lawrence Steinman Director June 18, 1998
/s/ Richard D. Spizzirri
- ------------------------------------
Richard D. Spizzirri Director June 18, 1998
/s/ Jean C. Tempel
- ------------------------------------
Jean C. Tempel Director June 18, 1998
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4 Specimen Certificate of Common Stock of the Registrant
(incorporated by reference to Exhibit 4 to Amendment No. 1 to
Form S-1 Registration Statement, File No. 2-80089).
5 Opinion of Harkins Cunningham.
23.1 Consent of Harkins Cunningham (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included in the signature page of this
Registration Statement).
99.1 Form of Centocor, Inc. Consultant Non-Qualified Stock Option
Agreement.
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<PAGE>
EXHIBIT 5
HARKINS CUNNINGHAM
1800 One Commerce Square
2005 Market Street
Philadelphia, PA 19103
(215) 851-6700
Fax (215) 851-6710
June 19, 1998
Centocor, Inc.
200 Great Valley Parkway
Malvern, PA 19355
Re: Centocor, Inc. Consultant Non-Qualified Stock Option Agreements
---------------------------------------------------------------
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 relating to 185,200 shares of Common Stock, $.01 par value
per share (the "Shares"), of Centocor, Inc., a Pennsylvania corporation (the
"Company"), issuable under the Company's Non-Qualified Stock Option Agreements
with certain of its consultants (the "Agreements").
We have examined the Certificate of Incorporation, as amended, and the
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 examination of the foregoing documents, we have assumed the
genuineness of all signatures and 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.
We are admitted to practice only in the Commonwealth of Pennsylvania
and we express no opinion concerning any law other than the law of the
Commonwealth of Pennsylvania and the federal law of the United States. Based on
such examination, we are of the opinion that the 185,200 shares of Common Stock
which may be issued upon exercise of options under the Agreements are duly
authorized shares of the Company's Common Stock, and, when issued against
receipt of the consideration therefor in accordance with the provisions of the
Agreements, will be validly issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears therein.
Respectfully submitted,
/s/ Harkins Cunningham
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<PAGE>
Exhibit 23.2
Consent of Independent Auditors
-------------------------------
The Board of Directors
Centocor, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Centocor, Inc. of our report dated January 28, 1998, relating to the
consolidated balance sheets of Centocor, Inc. and subsidiaries as of December
31, 1997 and 1996, and the related consolidated statements of operations, cash
flows, and shareholders' equity for each of the years in the three year period
ended December 31, 1997, and the related financial statement schedule, which
report appears in the December 31, 1997 annual report on Form 10-K of Centocor,
Inc.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
June 19, 1998
<PAGE>
Exhibit 99.1
CENTOCOR, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into as of the __________ day of __________
between Centocor, Inc., a Pennsylvania corporation (the "Company"), and
__________ ("Grantee").
WHEREAS, the Board of Directors of the Company has determined that it is in
the interest of the Company and its shareholders to grant Grantee the option
provided for herein as an inducement to service and continued service with the
Company.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
and intending to be legally bound hereby, the parties hereto agree as follows:
SHARES OPTIONED; PRICE; TIME OF EXERCISE. The Company grants Grantee the
-----------------------------------------
right and option, for the term of ten (l0) years from the date hereof (which
date shall be deemed to be the date of grant of this option), to purchase, on
the terms and conditions hereinafter set forth, up to _____ shares of the
Company's $.0l par value Common Stock (the "Option Shares"). The purchase price
per share shall be $_______. The option shall be exercisable in the amounts and
in the respective periods set forth below:
(a) As to one-half of the Option Shares, after 24 months from the
date of grant;
<PAGE>
(b) As to one-fourth of the Option Shares, after 36 months from the
date of grant; and
(c) As to one-fourth of the Option Shares, after 48 months from the
date of grant to and including 120 months from the date of grant;
provided, however, that if during the periods specified in (a) and (b) above the
Grantee does not purchase the total number of Option Shares which Grantee is
then entitled to purchase, Grantee may in the subsequent period described above
purchase such remaining shares in addition to the Option Shares which vest in
such period. No partial exercise of the option granted hereunder may be for
fractional shares or for less than ten (l0) full shares.
1. EXERCISE OF OPTION. Grantee may exercise the vested portion of the
------------------
option granted hereunder from time to time by delivering to the Company:
(a) Written notice of the exercise marked for the attention of the
Secretary specifying the number of full shares in respect of
which the option is being exercised;
(b) Payment for such shares in cash or by certified check payable to
the order of the Company, or in shares of stock of the Company
already owned by Grantee for at least six (6) months having a
fair market value equal to the option price on the date of
exercise, or any combination of cash and stock;
2
<PAGE>
(c) If required by the Board of Directors, a written statement that
Grantee is purchasing the shares for investment and not with a
view toward their distribution and will not sell or transfer any
shares received upon the exercise of the option except in
accordance with the Securities Act of l933 (the "l933 Act") and
applicable state securities laws; and
(d) To the extent required by the Company, evidence reasonably
satisfactory to the Company that at the time of exercise Grantee
meets such other requirements as the Board of Directors may
determine.
Subject to the other terms and conditions of this Agreement, upon receipt
of such notice, payment and other documents as may be required, the Company
shall be obligated to sell and Grantee shall be obligated to buy the shares
properly specified in said notice, and the Company shall issue one or more
certificates reflecting the number of shares with respect to which the option
shall have been so exercised.
2. SERVICE REQUIREMENT. On the effective date that Grantee ceases to be
-------------------
a consultant to the Company (or a parent or subsidiary of the Company), all of
Grantee's rights to vest in unvested options and exercise unexercised options
awarded hereunder shall terminate.
3. NON-ASSIGNABILITY OF OPTIONS. The option granted hereunder shall be
-----------------------------
exercisable only by Grantee. The option granted hereunder and the rights and
privileges
3
<PAGE>
conferred hereby shall not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of said option or of any right or
privilege conferred hereby contrary to the provisions hereof, or upon the levy
of any attachment or similar process upon the rights and privileges conferred
hereby, said option and the rights and privileges conferred hereby shall
immediately terminate.
4. COMMON STOCK SUBJECT TO OPTION. The common stock of the Company, par
-------------------------------
value $.0l per share, subject to this option may be unissued shares or treasury
shares, including shares bought on the open market. The Company at all times
during the term of this option agreement shall keep available the number of
shares of stock required to satisfy this option.
5. COMPLIANCE WITH GOVERNMENTAL AND OTHER REGULATIONS. The Company shall
---------------------------------------------------
not be obligated to issue and sell any option shares granted hereunder if, in
the opinion of its counsel, such issuance and sale would violate any applicable
federal or state securities laws. The Company may use reasonable efforts to
obtain from each regulatory commission or agency having jurisdiction such
authority as may be required to issue and sell shares of stock to satisfy this
option agreement. Inability of the Company to obtain from any such regulatory
commission or agency authority which counsel for the Company deems
4
<PAGE>
necessary for the lawful issuance and sale of the Company's stock to satisfy
this option agreement shall relieve the Company from any liability for failure
to issue and sell such stock until the time when such authority is obtained or
is obtainable.
6. ADJUSTMENTS. If any change is made in the common stock subject to
------------
this option agreement through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, combination of shares, exchange
of shares, change in corporate structure or otherwise, appropriate adjustments
shall be made by the Board of Directors as to the number of shares and price per
share of stock subject to this option agreement.
7. RIGHTS OF GRANTEE IN STOCK. Neither Grantee nor any person claiming
---------------------------
under or through Grantee shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any option shares unless and until such
shares are issued and Grantee or such person or persons have received a
certificate or certificates therefor.
8. EFFECT ON RELATIONSHIP. Nothing herein shall create an employment or
-----------------------
agency relationship between the Company and Grantee. Nothing herein shall
affect or limit the right of the Company to terminate Grantee's services,
responsibilities or duties at any time for any reason whatsoever.
5
<PAGE>
9. NOTICES. Any notice required or permitted hereunder shall be
--------
sufficiently given only if sent by registered or certified mail postage prepaid,
addressed to the Company, Attn: Secretary, 200 Great Valley Parkway, Malvern,
Pennsylvania l9355, and to Grantee at the address given beneath his signature
hereto, or to such other address as either party may hereafter designate in
writing.
10. SUCCESSORS. This Agreement shall be binding upon and inure to the
-----------
benefit of any successor of the Company.
11. GOVERNING LAW. This Agreement shall be construed and interpreted in
--------------
accordance with the internal laws of the Commonwealth of Pennsylvania without
regard to conflicts of laws provisions.
12. ENTIRE AGREEMENT. This instrument contains the entire agreement
-----------------
between the parties hereto and may not be modified or amended except in a
writing signed by the parties hereto.
13. COUNTERPARTS. This Agreement may be executed in one or more
-------------
counterparts, each of which shall be deemed an original and all of which shall
be deemed to be one and the same instrument.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above set forth.
CENTOCOR, INC.
Attest:
__________________________ By:___________________________________
GRANTEE:______________________________
Address:______________________________
______________________________
______________________________
7
