As filed with the Securities and Exchange Commission on September 28,
1995
REGISTRATION NO. 33 -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933
BIOGEN, INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-3002117
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization)Identification No.)
14 Cambridge Center
Cambridge, Massachusetts 02142
(617) 679-2000
(Address of Principal Executive Offices)
BIOGEN, INC. 1982 INCENTIVE STOCK OPTION PLAN
AND
BIOGEN, INC. 1985 NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plans)
Michael J. Astrue, Esq.
Vice President - General Counsel
Biogen, Inc.
14 Cambridge Center
Cambridge, Massachusetts 02142
(617) 679-2000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount
Title of Amount to be maximum maximum of
securities to registered (1) offering price aggregate registration
be registered per share offering fee
price(2)
Common Stock,
$.01 par value 2,000,000 $53.938 $107,876,000 $37,198.56
(1) The number of shares of common stock, par value $.01 per share
("Common Stock"), stated above consists of the aggregate number of
shares which may be sold upon the exercise of options which may
hereafter be granted under the Biogen, Inc. 1992 Incentive Stock
Option Plan and the Biogen, Inc. 1985 Non-Qualified Stock Option
Plan (the "Plans"). The maximum number of shares which may be sold
upon the exercise of such options granted under the Plans is
subject to adjustment in accordance with certain anti-dilution and
other provisions of the Plans. Accordingly, pursuant to Rule 416
under the Securities Act of 1933, as amended (the "Securities
Act"), this Registration Statement covers, in addition to the
number of shares stated above, an indeterminate number of shares
which may be subject to grant or otherwise issuable after the
operation of any such anti-dilution and other provisions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under
the Securities Act on the basis of the average of the high and low
sale prices per share of the Common Stock on the National Market
System of the National Association of Securities Dealers Automated
Quotation System (NASDAQ) as of a date (September 22, 1995) within
5 business days prior to filing this Registration Statement.
<PAGE>
EXPLANATORY NOTE
In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of Common Stock pursuant to the Plans.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Registrant with the Commission
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995.
(c) The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed under the
Securities Exchange Act of 1934, including any amendment or report filed
for the purpose of updating such description.
All reports and other documents filed by the Registrant after the
date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of Common Stock
registered under this Registration Statement has been passed upon for
the Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of
Boston, Massachusetts. Members of Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C. and certain members of their families and trusts for
their benefit own an aggregate of approximately 1,000 shares of Common
Stock of the Company and approximately one partnership interest in
Biogen Medical Products Limited Partnership.
Item 6. Indemnification of Directors and Officers.
Incorporated herein by reference from the Registrant's Registration
Statement on Form S-3, No. 33-43721.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(4.1) Form of Common Stock Certificate (Filed as Exhibit 4.1 to
the Registrant's Registration Statement on Form S-3, File
No. 33-51639, and incorporated herein by reference).
(4.2) Articles of Organization, as amended (Filed as Exhibit
3.1 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1989, File No. 0-12042, and
incorporated herein by reference).
(4.3) By-Laws, as amended (Filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993, File No. 0-12042, and
incorporated herein by reference).
(4.4) Rights Agreement, dated as of May 8, 1989, between the
Registrant and the First National Bank of Boston, as the
Rights Agent, including Certificate of Designation of
Series A Junior Participating Preferred Stock (Filed on
May 26, 1989 as Exhibit 1 to the Registrant's
Registration Statement on Form 8-A, File No. 0-12042, and
incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
as to the legality of shares being registered.
(15) Letter from Price Waterhouse LLP regarding unaudited interim
financial information.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. (included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of Price Waterhouse LLP.
(24) Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement.)
Item 9. Undertakings.
(a) 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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, represents 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 paragraphs (a)(1)(i) and (a)(1)(ii) do 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 by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such
issue.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Cambridge, Massachusetts on
September 22, 1995.
BIOGEN, INC.
By /s/ James L. Vincent
James L. Vincent
Chairman and Chief Executive Officer
Each person whose signature appears below constitutes and appoints
Michael J. Astrue and Timothy M. Kish, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him and in his name, place and
stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on
Form S-8 of Biogen, Inc. 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,
and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the
premises, as full 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 or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ James L. Vincent Chairman of the Board, September 22, 1995
James L. Vincent Chief Executive Officer
(principal executive
officer) and Director
/s/ Timothy M. Kish Vice President -
Timothy M. Kish Finance and September 22, 1995
Chief Financial Officer
(principal financial
and accounting officer)
/s/ Alexander G. Bearn Director September 22, 1995
Alexander G. Bearn
/s/ Alan Belzer Director September 22, 1995
Alan Belzer
/s/ Harold W. Buirkle Director September 22, 1995
Harold W. Buirkle
/s/ Roger H. Morley Director September 22, 1995
Roger H. Morley
/s/ Kenneth Murray Director September 22, 1995
Kenneth Murray
/s/ Phillip A. Sharp Director September 22, 1995
Phillip A. Sharp
/s/ James W. Stevens Director September 22, 1995
James W. Stevens
/s/ James R. Tobin Director September 22, 1995
James R. Tobin
<PAGE>
BIOGEN, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
Exhibit
Number Description
5 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
the legality of shares being registered
15 Letter from Price Waterhouse LLP regarding unaudited interim
financial information
23.2 Consent of Price Waterhouse LLP
T3/564636.1
Exhibit 5
September 26, 1995
Biogen, Inc.
Fourteen Cambridge Center
Cambridge, Massachusetts 02142
Gentlemen:
We have acted as counsel to Biogen, Inc. a Massachusetts corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement"), pursuant to which the Company is registering the
issuance under the Securities Act 1933, as amended, of a total of 2,000,000
shares (the "Shares") of its common stock, $.01 par value per share (the "Common
Stock"), for issuance by the Company. This opinion is being rendered in
connection with the filing of the Registration Statement. All capitalized terms
used herein and not otherwise defined shall have the respective meanings given
to them in the Registration Statement.
In connection with this opinion, we have examined the Company's Articles of
Organization and By-Laws, as amended both as currently in effect; such other
records of the corporate proceedings of the Company and certificates of the
Company's officers as we have deemed relevant; and the Registration Statement
and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, 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 copies.
Based upon the foregoing, we are of the opinion that (i) the Shares have been
duly and validly authorized by the Company and (ii) the Shares, when issued
,have been or will have been duly and validly issued, fully paid and non-
assessable shares of the Common Stock.
Our opinion is limited to Massachusetts law, and we express no opinion with
respect to the laws of any other jurisdiction. No opinion is expressed herein
with respect to the qualification of the Shares under the securities or blue sky
laws of any state or any foreign jurisdiction.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Exhibit 15
September 25, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We are aware that Biogen, Inc. has included, by reference, our reports dated
April 27, 1995 and July 27, 1995 (issued pursuant to the provisions of
Statement on Auditing Standards No. 71) in its Registration Statement
on Form S-8 to be filed on or about September 26, 1995 We are also aware
of our responsibilities under the
Securities Act of 1933.
Yours very truly,
/s/ Price Waterhouse LLP
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Biogen,Inc. of our report dated February 7, 1995
appearing on page 32 of the Annual Report to Shareholders which is
incorporated by reference in Biogen, Inc.'s Annual Report
on Form 10-K for the year-ended December 31, 1994.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, MA
September 25, 1995
