<PAGE> 1
As filed with the Securities and Exchange Commission
on May 30, 1995
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GENETICS INSTITUTE, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 04-2718435
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
87 CAMBRIDGEPARK DRIVE, CAMBRIDGE, MASSACHUSETTS 02140
(Address of Principal Executive Offices) (Zip Code)
1991 STOCK OPTION PLAN
(Full title of the plan)
MARK G. BORDEN, ESQ.
HALE AND DORR
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(Name and address of agent for service)
(617) 526-6000
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
================================================================================
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Depositary Shares, 1,300,000 $36.25(1) $47,125,000(1) $16,250
each representing shares
one share of
Common Stock,
$.01 par value,
subject to a call
option and
evidenced by a
depositary
receipt
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value (2) N/A N/A (3)
- --------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the
registration fee, and based upon the average of the
high and low prices of the Common Stock on the Nasdaq
National Market on May 25, 1995 in accordance with
Rules 457(c) and 457(h) of the Securities Act of 1933.
(2) Such number of shares of Common Stock as are represented
by the Depositary Shares registered hereby.
(3) Because the Common Stock is issued for no consideration,
no registration fee is required with respect thereto.
================================================================================
</TABLE>
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<PAGE> 3
Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by
reference the contents of the Registration Statements on Form S-8,
File Nos. 33-43651, filed by the Registrant on November 5, 1991,
and 33-63052, filed on May 20, 1993, relating to the Registrant's
1991 Stock Option Plan.
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<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Boston, Commonwealth of Massachusetts on the 25th day of May,
1995.
GENETICS INSTITUTE, INC.
By: /s/ Gabriel Schmergel
----------------------
Gabriel Schmergel
President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Genetics
Institute, Inc. hereby severally constitute Gabriel Schmergel,
Garen G. Bohlin and Mark G. Borden, and each of them singly, our
true and lawful attorneys with full power to them, and each of
them singly, 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 generally to do all such things in our
names and behalf in our capacities as officers and directors to
enable Genetics Institute, Inc. to comply with all requirements of
the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys,
or any of them, to said Registration Statement and any and all
amendments thereto.
WITNESS our hands and common seal on the date set forth
below.
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<PAGE> 5
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gabriel Schmergel President, Chief )
---------------------- Executive Officer and )
Gabriel Schmergel Director (Principal )
Executive Officer) )
)
)
)
/s/ Garen G. Bohlin Executive Vice President )
---------------------- (Principal Financial )
Garen G. Bohlin Officer and Principal )
Accounting Officer) )
)
)
/s/ James G. Andress Director )
---------------------- )
James G. Andress )
)
)
/s/ J. Richard Crout Director )
---------------------- )
J. Richard Crout )
)
)
/s/ Anthony B. Evnin Director ) May 25, 1995
---------------------- )
Anthony B. Evnin )
)
)
/s/ Fred Hassan Director )
---------------------- )
Fred Hassan )
)
)
/s/ Robert I. Levy Director )
---------------------- )
Robert I. Levy )
)
)
/s/ Thomas P. Maniatis Director )
---------------------- )
Thomas P. Maniatis )
)
)
/s/ Benno C. Schmidt Director )
---------------------- )
Benno C. Schmidt )
</TABLE>
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<PAGE> 6
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit
Number Description Page
------- ----------- ----
<S> <C> <C>
4.1 Restated Certificate of Incorporation. (1) --
4.2 Restated By-laws of the Registrant. (2) --
4.3 Depositary Agreement among Genetics Institute,
Inc., American Home Products Corporation,
AHP Biotech Holdings, Inc. and The First
National Bank of Boston, as Depositary.(1) --
5.1 Opinion of Hale and Dorr.
23.1 Consent of Hale and Dorr (included in Exhibit 5.1). --
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included in the signature
pages of this Registration Statement). --
<FN>
______________________
(1) Filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended November 30, 1991 (File No. 0-
14587) on February 28, 1992 and incorporated herein by
reference.
(2) Filed as an exhibit to the Company's Quarterly Report on
Form 10-Q/A for the quarter ended March 31, 1995
(File No. 0-14587) on May 26, 1995 and incorporated herein by
reference.
</TABLE>
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<PAGE> 1
EXHIBIT 5.1
Hale & Dorr
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 FAX 617-526-5000
May 25, 1995
Genetics Institute, Inc.
87 CambridgePark Drive
Cambridge, MA 02140
Re: 1991 Stock Option Plan
----------------------
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 1,300,000
Depositary Shares, each representing one share of Common Stock,
$.01 par value per share, subject to a call option and evidenced
by a depositary receipt (the "Depositary Shares"), of Genetics
Institute, Inc., a Delaware corporation (the "Company"), issuable
under the Company's 1991 Stock Option Plan (the "Plan"). Each
Depositary Share represents one share of Common Stock subject to a
call option held by AHP Biotech Holdings, Inc. ("Holdings") and
evidenced by a depositary receipt.
We have examined the Restated Certificate of Incorporation of
the Company, the Restated 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 Depositary Agreement dated as of January 16, 1992 among the
Company, American Home Products Corporation, Holdings and The
First National Bank of Boston, 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.
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<PAGE> 2
Genetics Institute, Inc.
May 25, 1995
Page 2
Based on the foregoing, we are of the opinion that the
Depositary Shares and the corresponding shares of Common Stock
covered by the Registration Statement to be issued under the Plan,
as described in the Registration Statement, have been duly
authorized for issuance by the Company and, when issued in
accordance with the terms of the Plan, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the
Registration Statement.
Very truly yours,
/s/ Hale and Dorr
HALE AND DORR
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<PAGE> 1
Exhibit 23.2
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 18, 1995 included in Genetics Institute,
Inc.'s Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in this registration statement
Boston, Massachusetts ARTHUR ANDERSEN LLP
May 25, 1995
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<PAGE> 1
EXHIBIT 23.3
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Genetics Institute, Inc. of our reports dated December 29, 1992, on
our audits of the consolidated financial statements and financial statement
schedules of Genetics Institute, Inc. and Subsidiaries as of November 30, 1992
and for the year ended November 30, 1992 which reports are incorporated by
reference and included in the Genetics Institute, Inc. 1993 Annual Report on
Form 10-K.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 25, 1995
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