As filed with the Securities and Exchange Commission
on October 7, 1996
Registration
No.______________
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 6
TO REGISTRATION STATEMENT NO. 2-87550
POST-EFFECTIVE AMENDMENT NO. 5
TO REGISTRATION STATEMENTS NOS. 33-14743 and 33-20183
POST-EFFECTIVE AMENDMENT NO. 4
TO REGISTRATION STATEMENTS NOS. 2-96157, 33-9827, 33-14742,
33-22378 and 33-14741
POST-EFFECTIVE AMENDMENT NO. 2
TO REGISTRATION STATEMENTS NOS. 33-37312 AND 33-41077
POST-EFFECTIVE AMENDMENT NO. 1
TO REGISTRATION STATEMENT NO. 33-69174
POST-EFFECTIVE AMENDMENT NO. 1
TO REGISTRATION STATEMENT NO. 33-63013
under
THE SECURITIES ACT OF 1933
BIOGEN, INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-3002117
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14 Cambridge Center
Cambridge, Massachusetts 02142
(Address of Principal Executive Offices)
BIOGEN, INC. 1982 INCENTIVE STOCK OPTION PLAN
BIOGEN, INC. 1985 NON-QUALIFIED STOCK OPTION PLAN
BIOGEN, INC. 1987 SCIENTIFIC BOARD STOCK OPTION PLAN
BIOGEN, INC. 1987 STOCK OPTION PLAN
BIOGEN, INC. EXECUTIVE STOCK OPTION PLAN
BIOGEN, INC. 1983 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
Michael J. Astrue, Esq.
Vice President - General Counsel
Biogen, Inc.
14 Cambridge Center
Cambridge, Massachusetts 02142
(Name and address of agent for service)
(617) 679-2000
(Telephone number, including area code, of agent for service)<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment relates to the filing of a
resale prospectus with respect to previously registered shares of
Common Stock authorized for issuance under the Biogen, Inc. 1982
Incentive Stock Option Plan, the Biogen, Inc. 1985 Non-Qualified
Stock Option Plan, the Biogen, Inc. 1987 Scientific Board Stock
Option Plan, the Biogen, Inc. 1987 Stock Option Plan, the Biogen,
Inc. Executive Stock Option Plan, and the Biogen, Inc. 1983
Employee Stock Purchase Plan (collectively, the "Plans"). These
previously registered shares were registered on Registration
Statements Nos. 2-87550 (filed November 11, 1983), 33-14743
(filed May 28, 1987), 33-20183 (filed February 22, 1988), 2-96157
(filed February 28, 1985), 33-9827 (filed October 29, 1986), 33-14742
(filed May 28, 1987), 33-22378 (filed June 9, 1988), 33-14741
33-41077 (filed June 6, 1991), 33-69174 (filed September 21,
1993) and 33-63013 (filed September 28, 1995). Said prospectus
(the "Resale Prospectus") has been prepared in accordance with
the requirements of Form S-3 and may be used for reofferings and
resales of registered shares of Common Stock which have been
and/or may hereafter be issued upon the exercise of options which
have been and/or may hereafter be granted under any of the Plans.
he Plans.
<PAGE>
PROSPECTUS
BIOGEN, INC.
908,400 Shares of
Common Stock, Par Value $.0l Per Share
The shares of Common Stock, par value $.01 per share (the
"Common Stock") offered hereby (the "Shares") are shares which
have been or may in the future be issued upon the exercise of
stock options which have been or may in the future be granted
under the Biogen, Inc. 1982 Incentive Stock Option Plan, the
Biogen, Inc. 1985 Non-Qualified Stock Option Plan, the Biogen,
Inc. 1987 Scientific Board Stock Option Plan, the Biogen, Inc.
1987 Stock Option Plan, the Biogen, Inc. Executive Stock Option
Plan, and the Biogen, Inc. 1983 Employee Stock Purchase Plan (the
"Plans"), to be sold by the stockholders of Biogen, Inc., a
Massachusetts corporation (the "Company"), identified herein (the
"Selling Stockholders"). The Company will not receive any of the
proceeds from the sale of the Shares. Some or all of the Shares
may be offered for sale from time to time by the Selling
Stockholders or by pledgees, donees, transferees, or other
successors in interest. Such sales may be made on one or more
exchanges, in the over-the-counter market, or otherwise, at
prices and on terms then prevailing, or at prices related to the
then-current market price, or in negotiated transactions or
otherwise, or by underwriters pursuant to an underwriting
agreement in customary form, or in a combination of any such
methods of sale. The Selling Stockholders and any broker-dealers
(including underwriters) who may participate in a sale of the
Shares may be deemed to be statutory underwriters within the
meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and the commissions paid or discounts or
concessions allowed to any of such broker-dealers (including
underwriters) by any person, as well as any profits received on
the resale of the Shares if any of such broker-dealers (including
underwriters) should purchase any Shares as a principal, may be
deemed to be underwriting discounts and commissions under the
Securities Act. All discounts, commissions or fees incurred in
connection with the sale of the Shares offered hereby will be
paid by the Selling Stockholder or by the purchasers of the
Shares, except that the expenses of registering the Shares and
preparing and filing this Prospectus with the Securities and
Exchange Commission (the "Commission"), and of registering or
qualifying the Shares under the blue sky laws of any jurisdiction
necessary to permit the distribution as described in this
Prospectus will be paid by the Company.
The Common Stock is listed on the National Market System of
the National Association of Securities Dealers, Inc. National
Market System ("NASDAQ") under the symbol BGEN. On September 30,
1996, the closing sale price for the Common Stock of the Company,
as reported by NASDAQ, was $76.00.
________________________________
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING AT PAGE 3
________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES AUTHORITY NOR HAS THE
COMMISSION OR ANY STATE SECURITIES AUTHORITY
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________________________
The date of this Prospectus is September 30,1996.
No person has been authorized in connection with any
offering made hereby to give any information or to make any
representation not contained in this Prospectus, and, if given or
made, such information or representation must not be relied upon
as having been authorized by the Company or any Selling
Stockholder. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than
the Shares offered by this Prospectus, nor does it constitute an
offer to sell or a solicitation of an offer to buy any shares of
Common Stock offered hereby to any person in any jurisdiction
where it is unlawful to make such offer or solicitation. Neither
the delivery of this Prospectus nor any sale hereunder shall,
under any circumstances, create any implication that information
contained herein is correct as of any time subsequent to the date
hereof.
________________________________
AVAILABLE INFORMATION
The Company is subject to certain informational reporting
requirements of the Securities Exchange Act of 1934 and, in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission. These
reports, proxy statements and other information can be inspected
and copied at the public reference facilities maintained by the
Commission at Room 1024 of the Commission's office at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at
its regional offices located at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, IL 60661 and 7 World Trade Center,
Suite 1300, New York, NY 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450
Fifth St., N.W., Washington, D.C. 20549 at prescribed rates.
The Commission maintains a Website that contains reports, proxy
and information statements and other information regarding
registrants (including the Company) that file electronically with
the Commission. The address of this site is http://www.sec.gov.
________________________________
<PAGE>
TABLE OF CONTENTS
Risk Factors. . . . . . . . . . . . . . . . . . . . . .p. 3
The Company . . . . . . . . . . . . . . . . . . . . . .p. 8
Selling Stockholders. . . . . . . . . . . . . . . . . .p. 8
Plan of Distribution. . . . . . . . . . . . . . . . . . p. 9
Legal Matters . . . . . . . . . . . . . . . . . . . . .p. 10
Experts . . . . . . . . . . . . . . . . . . . . . . . .p. 10
Incorporation of Certain
Documents by Reference . . . . . . . . . . . . . . . .p. 10
The Company will provide without charge to each person,
including beneficial owners, to whom this Prospectus is
delivered, upon the written or oral request of such person, a
copy of any and all of the documents that have been or may be
incorporated by reference in this Prospectus, other than exhibits
to such documents unless such exhibits are specifically
incorporated by reference into such documents. Request for such
copies should be directed to Michael J. Astrue, Vice President -
General Counsel, Biogen, Inc., 14 Cambridge Center, Cambridge,
Massachusetts 02142. The telephone number at that location is
(617) 679-2000.
RISK FACTORS
The following factors should be carefully considered in
evaluating the Company and its business before purchasing the
Shares offered by this Prospectus.
1. Sales of AVONEX TM (Interferon beta-1a). The Company's
first commercial sales of AVONEX TM (Interferon beta-1a) commenced
in the United States in the second quarter of 1996. Although
initial sales have been encouraging, there can be no assurance that
the Company will continue to gain or can maintain market acceptance
for the product. In countries outside of the United States,
including Canada and members of the European Union, the Company
has filed marketing applications with respect to AVONEX TM
(Interferon beta-1a). There can be no assurance that such
applications will be accepted or, if approved, that there will not
be marketing restrictions or reimbursement issues which might lead
the Company to refrain from or limit its marketing and selling of
the product in some or all of these countries. Failure of the
Company to obtain regulatory approval in one or more of these
countries may have an adverse impact on the Company's results of
operations. See "Government Regulation and Health Care
Reimbursement" below.
2. Early Stage of Commercial Operations. The Company
currently markets and sells only one product, its AVONEX TM
(Interferon beta-1a) for the treatment of multiple sclerosis. The
Company's long-term viability and growth will depend on successful
development and commercialization of other products resulting
from its research activities and collaborations. No assurance can
be given that any of the Company's products currently under
development will be successfully developed and commercialized.
3. Competition. Competition in the biotechnology and
pharmaceutical industries is intense and comes from a number of
sources. The Company experiences significant competition from
biotechnology firms in the United States, Europe and elsewhere and
from pharmaceutical, chemical and other companies. Many of these
companies have substantially greater financial, marketing and human
resources than the Company, and more experience than the Company in
undertaking clinical trials and in obtaining regulatory approval to
market pharmaceutical products. The Company also experiences
competition in the development of its products and processes from
universities, research institutions and government agencies, and
with others in acquiring technology from such organizations Many
of the Company's competitors are working to develop products
similar to those under development by the Company. The timing of
the entry of a new pharmaceutical product into the market can be an
important factor in determining the product's eventual success and
profitability. Moreover, for certain diseases with limited patient
populations, the United States Food and Drug Administration (the
"FDA") is prevented under the Orphan Drug Act, for a period of seven
years, from approving more than one application for the "same"
product for a single orphan drug designation, unless the later
product is considered clinically superior.
As a treatment for multiple sclerosis, AVONEX TM (Interferon
beta-1a), the Company's only proprietary product on the market,
will compete with interferon beta 1b which is sold in the United
States under the brand name Betaseron R by Berlex Laboratories,
Inc. ("Berlex"), a United States affiliate of Schering AG, Germany
("Schering"), and sold in Europe under the brand name Betaferon TM
by Schering. In the European Union, AVONEX TM (Interferon beta-1a)
will also compete with an extracted form of beta interferon sold
by Ares Serono S.A. The Company will also likely face competition
from Teva Pharmaceuticals which has filed a New Drug Application
with the FDA and applications for marketing approvals in other
countries for Copolymer 1 as a treatment for multiple sclerosis.
In addition, a number of other companies are working to develop
products to treat multiple sclerosis which may in the future
compete with AVONEX TM (Interferon beta-1a).
4. Litigation. The Company currently is a party to several
lawsuits, including two suits by Berlex one of which seeks to
rescind FDA marketing approval for AVONEX TM (Interferon beta-1a)
and the other which claims infringement by the Company of Berlex's
"McCormick" patent in the production of AVONEX TM (Interferon beta-1a).
An unfavorable outcome with respect to either of Berlex's
suits would have a material adverse impact on the Company. In
addition, the Company is a defendant in a class action lawsuit
relating to the Company's public disclosure concerning its Hirulog
R thrombin inhibitor. The Company cannot predict with certainty
the eventual outcome of pending litigation, and will be required to
incur substantial expenses in prosecuting and defending these
lawsuits. The Company may be subject to further litigation in the
future. There can be no assurance that pending or future legal
proceedings will not result in special charges or otherwise have a
material adverse effect on the Company's financial condition and
results of operations.
5. Patents and Proprietary Rights. The Company has filed
numerous patent applications and has been awarded a number of
patents. There can be no assurance that the Company's pending
applications will issue as patents or that any of its issued
patents will afford protection to products developed by the Company
or its licensees. Other private and public entities also have
filed applications for, or have been issued, patents and are
expected to obtain other patents in the future that may be related
to the Company's products. Those entities may also have, or may
develop in the future, other proprietary rights and technologies
related to the Company's products. The ultimate scope and validity
of these patents or other rights, which are now owned
by or may be granted to or developed by third parties in the
future, the extent to which the Company may wish or be required to
obtain rights under such patents and rights, and the cost or
availability of such rights, presently cannot be determined by the
Company. In addition, the Company will also rely on unpatented
proprietary technology in the development and commercialization of
its products. There can, however, be no assurance that others may
not independently develop the same or similar technology or obtain
access to the Company's proprietary technology. The Company
expects that there will continue to be significant litigation in
the industry regarding patent and other intellectual property
rights and that any such litigation involving the Company or its
licensees could create uncertainty as to the commercial value of
the Company's technology or product candidates and consume
substantial resources.
6. Government Regulation and Health Care Reimbursement.
Substantially all of the Company's products require regulatory
approval by governmental agencies in the United States and
elsewhere. In particular, human therapeutic products are subject
to pre-marketing approval by the FDA and comparable agencies in
foreign countries. The process of obtaining these approvals varies
according to the nature and use of the product and can involve
lengthy and detailed laboratory and clinical testing, sampling
activities and other costly and time-consuming procedures. There
can be no assurance that any of the Company's product candidates
will receive the required approvals on a timely basis or at all.
Under the Orphan Drug Act, the FDA may be precluded from granting
approval for the Company's product candidates under certain
circumstances. Failure to obtain requisite governmental approvals,
or failure to obtain approvals of the intended clinical uses
requested, can delay or preclude the Company or its licensees from
further developing particular products or from marketing their
products, or limit the commercial use of the products. Approved
products are subject to continuing regulation, and non-compliance
with applicable requirements can result in fines, recall or seizure
of products, total or partial suspension of production, refusal of
the government to approve product license applications,
restrictions on the Company's ability to enter into supply
contracts with the government and criminal prosecution. The FDA
also has the authority to revoke product licenses and establishment
licenses previously granted. The Company or its licensees also are
required, in connection with a number of their activities, to
comply with other federal, state and local regulations.
The ability of the Company or its licensees to commercialize
successfully human pharmaceutical products also may depend in part
on general government policies designed to restrain health care
costs and on the extent to which reimbursement for the costs of
such products and related treatments will be available from
government health administration authorities, private health
insurers and other organizations. If purchasers or users of the
Company's products are not entitled to adequate reimbursement for
the cost of using such products, they may forego or reduce such
use. Substantial uncertainty exists as to the reimbursement status
of newly approved health care products by third-party payors, and
there can be no assurance that adequate third party coverage will
be available for the Company to maintain price levels sufficient
for realization of an appropriate return on its investment in
developing new products.
7. Dependence on Others. The Company has licensed the right
to manufacture and sell a number of its products and potential
products to other companies and may do so in the future.
Consequently, the Company must rely upon the efforts of its
licensees for the clinical testing and marketing of such products
and potential products and remains dependent upon its licensees and
distributors to generate revenues from these licensed products. A
few of the Company's licensees have accounted for most of the
Company's revenues in recent years. There can be no assurance that
the royalty stream from these licensees will continue at current
levels. In addition, the Company depends on certain third parties
for the vialing, labeling and distribution of AVONEX TM (Interferon
beta-1a). There can be no assurance that these third parties will
be willing and able to continue vialing, labeling and distributing
AVONEX TM (Interferon beta-1a) on acceptable terms or, in the
event one of these parties is no longer willing or able to provide
these services, that a substitute provider will be identified and
qualified in time to prevent disruptions to the supply of AVONEX TM
(Interferon beta-1a). Such disruption could have an adverse effect
on the Company's results of operations.
8. Management of Growth. The Company currently is
experiencing a period of rapid growth which has placed and could
continue to place a strain on the Company's financial, management
and other resources. The Company's ability to manage its staff and
facilities growth effectively will require it to continue to
improve its operational, financial and other internal systems and
to train, motivate and manage its employees. If the Company's
management is unable to manage growth effectively and new employees
are unable to achieve anticipated performance levels, the Company's
business and results of operations could be adversely affected.
9. Technological Change. The Company expects the field of
biotechnology to continue to develop rapidly, and the Company's
success will depend to a large degree on its ability to maintain a
competitive position in this field. Significant technological
developments may result in actual and proposed products or
processes becoming obsolete before the Company recoups a
significant portion of its research, development, manufacturing and
commercialization expenditures for such products or processes.
10. Operating Losses. As of June 30, 1996, the Company had
a cumulative deficit of approximately $40 million. The Company lost
approximately $13 million during the first half of 1996. Although
the Company expects to be profitable if AVONEX TM (Interferon beta-1a)
is successfully commercialized, there can be no assurance tha
the Company will achieve a profitable level of operations or that
profitability, if achieved, can be sustained on an ongoing basis.
In addition, the Company has had, and may continue to have,
quarter-to-quarter fluctuations in revenues, profits and losses,
some of which could be significant.
11. Volatility of Share Price. The market price of the
Company's Common Stock since its initial public offering in March
1983 has been highly volatile. In addition to overall stock market
fluctuations, factors such as announcements by the Company or its
competitors of technological innovations or new commercial
products, results of clinical testing, regulatory events, patent or
proprietary rights development events, litigation or other matters
may have a significant impact on the market price of the Company's
Common Stock.
12. Product Liability. Products or processes that are or may
be developed, licensed, manufactured or sold by the Company may
expose the Company to potential liability from claims by end-users
of such products or of products manufactured using such processes,
or by manufacturers or others selling such products, either
directly or as a component of other products. The Company also has
potential liability under indemnification arrangements relating to
its clinical trial programs. The Company has obtained limited
product liability insurance coverage. There can be no assurance
that the Company will be able to maintain such coverage or obtain
additional coverage on acceptable terms, if at all, or that such
insurance coverage will be adequate to protect the Company against
all claims.
13. Need for Additional Funding. The Company currently
believes that the financial resources available to it, including
its current working capital and its existing and anticipated
contractual relationships, will be sufficient to finance its
planned operations and capital expenditures for the near term.
However, the Company may have additional funding needs, the extent
of which will depend upon the level of royalties and <PAGE>
product sales, competitive and technological developments, the
outcome of clinical trial programs, the receipt
and timing of required regulatory approvals for products, the
results of research and development efforts, and business expansion
opportunities. There can be no assurance that such financing will
be available when needed on acceptable terms.
14. Currency Risk. A significant portion of the Company's
royalty income is derived from products sold by licensees in
markets outside the United States. The Company's agreements with
such licensees specify that royalty payments to the Company will be
calculated based on the exchange rates prevailing from time to
time. As a result, the royalties paid to the Company by its
licensees will be affected by exchange rate fluctuations in such
countries related to its royalty stream. The Company has taken
steps to minimize its exposure to currency fluctuations. In
addition, if the Company receives regulatory approval to market
AVONEX TM (Interferon beta-1a) outside the United States, a portion
of the Company's sales income will be derived from sources outside
the United States and will also be affected by exchange rate
fluctuations.
15. Attraction and Retention of Key Personnel. Although the
Company believes it has been successful in attracting skilled and
experienced management and scientific personnel, competition for
such personnel is intense and there can be no assurance that the
Company will be able to continue to attract and retain personnel of
high caliber. The loss of key management or scientific personnel
might have an adverse impact on the Company. In general, the
Company has not entered into noncompetition agreements with its
employees, and such employees therefore would be able to leave and
compete with the Company.
16. Environmental Matters. The Company's research and
development and manufacturing involves the controlled use of
hazardous materials, chemical and radioactive compounds. Although
the Company believes that its safety procedures for handling and
disposing of these materials comply with the standards prescribed
by state and federal regulations, the risk of accidental
contamination or injury from these materials cannot be completely
eliminated. In the event of such an accident, the Company could be
held liable for any damages that result and any such liability
could exceed the resources of the Company. The Company may incur
substantial costs to comply with environmental and occupational
health and safety regulations.
17. Anti-Takeover Effects of Certain Special Provisions of
the Articles of Organization and By-Laws, Preferred Stock and
Shareholder Rights Plan. Certain provisions of the Articles of
Organization and By-Laws of the Company may have the effect (alone,
or in conjunction with the authorized but unissued Common Stock and
preferred stock ("Preferred Stock") and the shareholder rights plan
of the Company) of precluding or rendering more difficult the
acquisition of control of the Company by means of a tender offer,
open market purchases, proxy fight or otherwise, of being adverse
to shareholders who desire to participate in a tender offer and of
depriving shareholders of possible opportunities to sell their
shares at higher prices. The Board of Directors is empowered under
the Company's Articles of Organization and without further
shareholder action to divide any or all shares of the authorized
Preferred Stock into series and to fix and determine the relative
rights and preferences of the shares of any series so established.
The issuance of Preferred Stock by the Board of Directors could
adversely affect the rights of holders of shares of the Company's
Common Stock. In addition, the Company has adopted a shareholder
rights plan. The shareholder rights plan may render more difficult
or tend to discourage a merger, tender offer or proxy contest, the
assumption of control by a holder of a large block of the Company's
securities or the removal of incumbent management.
<PAGE>
THE COMPANY
The Company is a biopharmaceutical company principally engaged
in developing and manufacturing drugs for human health care through
genetic engineering. On May 17, 1996, the Company received a
license from the U.S. Food and Drug Administration to market AVONEX
TM (Interferon beta-1a), the Company's first proprietary commercial
product, as a treatment for relapsing forms of multiple sclerosis.
During the six-week period following FDA approval, revenues from
sales of AVONEX (Interferon beta-1a) were $6.1 million. The
Company has applied for marketing approval for AVONEX TM
(Interferon beta-1a) in several other jurisdictions, including
Canada and the European Union. The Company also derives revenues
from a number of products sold by its licensees around the world.
During 1995, the Company's licensees generated total sales of
approximately $1.8 billion from these products.
The Company continues to devote significant resources to its
ongoing research and development efforts. The company focuses its
research and development efforts on areas where it has particular
scientific and competitive strengths: inflammatory diseases,
respiratory diseases and certain cancers and viruses. In 1995, the
Company began phase I clinical trials of LFA3TIP, one of the
product candidates from its T-cell activation, T-cell/B-cell
interaction and cell adhesion programs. The Company's anti-inflammatory
product candidates are being tested for therapeutic
uses in a broad range of acute and chronic inflammatory and
autoimmune diseases. The Company also is conducting preclinical
tests on an antimucolytic agent for treatment in cystic fibrosis
and several other pulmonary diseases. In addition, the Company has
earlier-stage research programs directed toward finding therapies
for renal failure and restenosis and, through a collaboration with
Genovo, Inc., toward developing products for human gene therapy.
The Company is a Massachusetts corporation with its principal
executive offices located at 14 Cambridge Center, Cambridge,
Massachusetts 02142 (Tel. 617 679-2000). The Company has eight
wholly-owned subsidiaries: Biogen Securities Corp., a Massachusetts
corporation which holds the Company's investment securities; Biogen
Realty Corp., a Massachusetts corporation which holds the Company's
interests in certain real property used or being developed for use
by the Company; Biogen Canada, Inc., a Delaware corporation which
will market the Company's products in Canada; Biotech Manufacturing
Limited, a Channel Island company which holds manufacturing and
marketing rights for AVONEX TM (Interferon beta-1a) in Europe;
Biogen B.V., a Dutch company which will market and sell the
Company's products in Europe and elsewhere; Biogen France S.A., a
French company which will market the Company's products in France,
Biogen GmbH, a German company which will market the Company's
products in Germany and other European markets; Biogen Limited, an
English company which will market the Company's products in the
United Kingdom; and Biogen Technologies, Inc., a Delaware
corporation. The terms "Biogen" and "Company" are used herein,
unless the context otherwise requires, to include Biogen, Inc. and
its subsidiaries.
SELLING STOCKHOLDERS
The Selling Stockholders are offering hereby Shares which have
been or may hereafter be acquired by them upon the exercise of
options granted under the Plans. The names of additional Selling
Stockholders and the number of Shares offered hereby by them may be
added to this Prospectus from time to time by an addendum or
supplement to this Prospectus. Other persons who acquire Shares
from the Selling Stockholders may also be identified as Selling
Stockholders by means of an addendum or supplement to this
Prospectus.
The following table sets forth certain information with
respect to the Selling Stockholders as of September 27, 1996.
Number of Percentage of
Number of Shares to be Class to be
Shares Number of Beneficially Beneficially
BeneficiallyShares to Owned After Owned After
Name Owned (1) be Offered(2)Offering (3) Offering
__________________________________________________________________
James L. Vincent(4)918,121 908,400 9,721 less than 1%
(1) Includes 720,000 shares of Common Stock which the Selling
Stockholder has the right to acquire within 60 days after September
27, 1996 through the exercise of options granted under the Plans.
Certain of the shares acquired upon exercise of such options are
subject to repurchase by the Company under certain circumstances.
Also includes 1,121 shares acquired as matching contributions under
the Company's 401(k) plan and 8,600 shares held by Mr. Vincent's
wife.
(2) Includes certain shares of Common Stock acquired by the
Selling Stockholder pursuant to the exercise of options granted
under the Plans and all shares of Common Stock which the Selling
Stockholder has the right to acquire, through the exercise of
options granted under the Plans, whether or not vested within 60
days after September 27, 1996. Certain of the shares acquired upon
exercise of such options are subject to repurchase by the Company
under certain circumstances.
(3) Represents 1,121 shares acquired as matching contributions
under the Company's 401(k) plan and 8,600 shares held by Mr.
Vincent's wife. Assumes all shares registered pursuant hereto will
be sold, although there can be no assurance that the Selling
Stockholder will offer for sale or sell any or all of the Common
Stock offered by him pursuant to this Prospectus. Also assumes
that no other shares are acquired or transferred by the Selling
Shareholder.
(4) Mr. Vincent has been Chairman of the Board of Directors and
Chief Executive Officer of the Company since 1985.
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to time by the
Selling Stockholders, or by pledgees, donees, transferees or other
successors in interest. Such offers and sales may be made from
time to time on one or more securities exchanges or in the over-the-counter
market, or otherwise, at prices and on terms then
prevailing or at prices related to the then-current market price,
or in negotiated transactions. The Shares may be sold by one or
more of the following: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account; (c)
an exchange distribution in accordance with the rules of such
exchange; (d) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; and (e) a combination of any
such methods of sale. In effecting sales, brokers or dealers
engaged by the Selling Stockholders may arrange for other brokers
or dealers to participate. Brokers or dealers may receive
commissions or discounts from Selling Stockholders or from
purchasers in amounts to be negotiated immediately prior to the
sale. Such brokers or dealers and any other participating brokers
or dealers may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales.
In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 promulgated under the
Securities Act ("Rule 144") may be sold under Rule 144 rather than
pursuant to this Prospectus.
The Company and the Selling Stockholders may enter into
customary agreements concerning indemnification and the provision
of information in connection with the sale of the Shares.
There is no assurance that any of the Selling Stockholders
will offer for sale or sell any or all the Common Stock covered by
this Prospectus.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock
offered 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 one partnership interest in Biogen Medical Products
Limited Partnership, a partnership of which the Company is the
general partner.
EXPERTS
The consolidated financial statements and the financial
statement schedules for the years ended December 31, 1993, 1994 and
1995 incorporated in this registration statement by reference to
the Company's Annual Report on Form 10-K have been audited by Price
Waterhouse L.L.P., independent accountants, as stated in their
reports, which are incorporated herein by reference, and have been
so incorporated in reliance upon such reports given on the
authority of that firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December
31, 1995.
(b) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996.
(c) The description of Common Stock contained in the
Registration Statement on Form 8-B filed under the Securities
Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 after the date of this Prospectus and prior to the
termination of the offering of the Shares shall be deemed to be
incorporated by reference in this Prospectus and to be deemed a
part hereof from the date of 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 Prospectus 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 Prospectus.
<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) Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996.
(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 one
partnership interest in Biogen Medical Products Limited
Partnership, a partnership of which the Company is the general
partner.
Item 6. Indemnification of Directors and Officers.
Incorporated herein by reference from 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 Share Certificate (Filed as
Exhibit 4.1 to Registration Statement on Form S-3,
File No. 33-51639, and incorporated herein by
reference).
(4.2) Articles of Organization (Filed as Exhibit 3.1 to
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 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 First National Bank of Boston as
the Rights Agent, including Certificate of
Designation of Series A Junior Participating
Preferred Stock (Filed as Exhibit 1 to Registration
Statement on Form 8-A, File No. 0-12042, filed May
26, 1989, 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 L.L.P. 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 L.L.P.
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 information required
to be included in a post-effective amendment by
those paragraphs is contained in periodic reports
filed with the Commission 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 the City
of Cambridge, Commonwealth of Massachusetts on this 30th day of
September, 1996.
BIOGEN, INC.
By: /s/ James L. Vincent
James L. Vincent
Chairman and Chief Executive Officer
<PAGE>
Know All Men By These Presents, that each person whose
signature appears below constitutes and appoints James L. Vincent,
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, 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 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 or his 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
/s/ James L. Vincent Chairman, Chief Executive September 30, 1996
James L. Vincent Officer (principal executive
Officer) and Director
/s/ Timothy M. Kish Vice President-Finance and September 30, 1996
Timothy M. Kish Chief Financial Officer
(principal financial and
accounting officer)
/s/ Alan Belzer Director September 30, 1996
Alan Belzer
/s/ Alexander Bearn Director September 30, 1996
Alexander Bearn
/s/ Harold W. Buirkle Director September 30, 1996
Harold W. Buirkle
/s/ Roger H. Morley Director September 30, 1996
Roger H. Morley
/s/ Kenneth Murray Director September 30, 1996
Kenneth Murray
/s/ Phillip A. Sharp Director September 30, 1996
Phillip A. Sharp
/s/ James W. Stevens Director September 30, 1996
James W. Stevens
/s/ James R. Tobin Director September 30, 1996
James R. Tobin
Exhibit 5.1
October 7, 1996
Biogen, Inc.
14 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 (the
"Commission") of a Registration Statement on Form S-8 (the
"Registration Statement"), pursuant to which the Company is
registering under the Securities Act of 1933, as amended, a total
of 908,400 previously issued shares (the "Shares") of its common
stock, $.01 par value per share (the "Common Stock"). The Shares
are to be sold by certain shareholders of the Company (the "Selling
Shareholders"). The Company has not engaged any underwriters in
connection with the proposed filing of the Registration Statement.
This opinion is being rendered in connection with the filing of the
Registration Statement.
In connection with this opinion, we have examined the
Company's Articles of Organization and By-Laws, as amended to date;
such records of the corporate proceedings of the Company as we
deemed material; and the Registration Statement and the exhibits
thereto filed with the Commission.
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 are duly and validly issued, fully paid and
non-assessable shares of the Common Stock, free of preemptive
rights.
Our opinion is limited to the General Corporation Law of the
Commonwealth of Massachusetts, 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.
<PAGE>
We understand that you wish to file this opinion as an exhibit
to the Registration Statement, and we hereby consent thereto. We
hereby further consent to the reference to us under the caption
"Legal Matters" in the prospectus included in the Registration
Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
T3/650541.1
Exhibit 15
October 4, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that Biogen, Inc. has included, by reference, our report
dated April 12, 1996 (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 October 4, 1996. We are also aware of our
responsibilities under the Securities Act of 1933.
Yours very truly,
Price Waterhouse LLP
Boston Massachusetts
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 January 23, 1996
appearing on page 38 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,
1995.
Price Waterhouse LLP
Boston Massachusetts
October 4, 1996
