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As filed with the Securities and Exchange Commission on January 12, 2001
REGISTRATION NO. 333 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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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, MA 02142
(617) 679-2000
(Address of Principal Executive Offices)
BIOGEN, INC. 1982 INCENTIVE STOCK OPTION PLAN
BIOGEN, INC. 1985 NON-QUALIFIED STOCK OPTION PLAN
(Full titles of the plans)
THOMAS BUCKNUM, ESQ.
VICE PRESIDENT - GENERAL COUNSEL
BIOGEN, INC.
14 CAMBRIDGE CENTER
CAMBRIDGE, MA 02142
(617) 679-2000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount to be offering price aggregate
securities to be registered registered(1) per share(2) offering price(2) Amount of registration fee
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<S> <C> <C> <C> <C> <C>
Common Stock, $.01 par value 3,300,000 $51.31 $169,323,000 $42,330.75
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(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of (i) the aggregate number of additional
shares which may be sold upon the exercise of options which have been
granted and/or may hereafter be granted under the 1982 Incentive Stock
Option Plan and the 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 are subject to adjustment in accordance
with certain anti-dilution and other provisions of said 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. The fee is calculated 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 (January 10, 2001) within 5
business days prior to filing this Registration Statement.
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EXPLANATORY NOTE
This Registration Statement relates to the registration of 3,300,000
additional shares of Common Stock authorized for issuance under the Biogen, Inc.
1982 Incentive Stock Option Plan and the Biogen, Inc. 1985 Non-Qualified Stock
Option Plan. 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.
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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, 1999.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000.
(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. ("Mintz Levin") and
certain members of their families and trusts for their benefit own an aggregate
of approximately 245 shares of Common Stock of the Company. In addition, a
member of Mintz Levin is sole trustee of a trust that owns 2,400 shares of
Common Stock of the Company.
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).
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(4.2) Articles of Organization, as amended (Filed as Exhibit 3.1 to
Annual Report on Form 10-K for the fiscal year ended December
31, 1996, File No. 0-12042, and incorporated herein by
reference) and as further amended by the Amendment to the
Articles of Organization as adopted June 11, 1999 and filed
herewith.
(4.3) By-Laws, as amended (Filed as Exhibit 3.2 to Annual Report on
Form 10-K for the year ended December 31, 1992, file No.
0-12042, and incorporated herein by reference).
(4.4) Rights Agreement, dated as of May 8, 1999, between the
Registrant and First National Bank of Boston as the Rights
Agent, including Certificate of Designation of Series A-1
Junior Participating Preferred Stock (Filed as Exhibit 4.1 to
Registrant's Form 8-K dated April 27, 1999 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.
(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 Pricewaterhousecoopers 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. 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 Commission pursuant to Rule 424(b) (Section 230.424(b) of this
chapter) 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.
(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;
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 January 12, 2000.
BIOGEN, INC.
By: /s/ James Mullen
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President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below constitutes and appoints, James
Mullen, Peter N. Kellogg and Thomas Bucknum, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him or her and in his or her 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 or she 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 or her substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
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SIGNATURE TITLE DATE
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/s/ James L. Vincent Chairman of the Board January 12, 2001
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James L. Vincent
/s/ James Mullen Director, President and Chief January 12, 2001
----------------------------- Executive Officer
James Mullen
/s/ Peter N. Kellogg Vice President - Finance and January 12, 2001
----------------------------- Chief Financial Officer (principal
Peter J. Kellogg financial and accounting officer)
/s/ Alan Belzer Director January 12, 2001
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Alan Belzer
/s/ Harold W. Buirkle Director January 12, 2001
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Harold W. Buirkle
/s/ Mary L. Good Director January 12, 2001
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Mary L. Good
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<S> <C> <C>
/s/ Thomas F. Keller Director January 12, 2001
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Thomas F. Keller
/s/ Roger H. Morley Director January 12, 2001
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Roger H. Morley
/s/ Kenneth Murray Director January 12, 2001
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Kenneth Murray
/s/ Phillip A. Sharp Director January 12, 2001
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Phillip A. Sharp
/s/ Alan K. Simpson Director January 12, 2001
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Alan K. Simpson
/s/ James W. Stevens Director January 12, 2001
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James W. Stevens
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BIOGEN, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
EXHIBIT
NUMBER DESCRIPTION
(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
by reference).
(4.2) Articles of Organization, as amended (Filed as Exhibit 3.1 to Annual
Report on Form10-K for the fiscal year ended December 31, 1996, File
No. 0-12042, and incorporated herein by reference) and as further
amended by the Amendment to the Articles of Organization as adopted
June 11, 1999 and filed herewith.
(4.3) By-Laws, as amended (Filed as Exhibit 3.2 to Annual Report on Form 10-K
for the year ended December 31, 1992, 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.
(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 PricewaterhouseCoopers LLP
(24) Power of Attorney to file future amendments (set forth on the signature
page of this Registration Statement.)
