As filed with the Securities and Exchange Commission on June 4, 1997
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
MEDIMMUNE, INC.
(Exact name of registrant as specified in its charter)
35 West Watkins Mill Road
DELAWARE Gaithersburg, Maryland 55-1555759
(State or other 20878 (I.R.S. Employer
jurisdiction of (Address of Principal Identification
incorporation or Executive Offices) (Zip No.)
organization) Code)
1991 Stock Option Plan
(Full Title of the Plan)
Wayne T. Hockmeyer, Ph.D.
Chairman and Chief Executive Officer
MedImmune, Inc.
35 West Watkins Mill Road
Gaithersburg, Maryland 20878
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(301) 417-0770
___________________________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of securities maximum maximum Amount of
to be registered Amount to be offering aggregate registration
registered price per offering fee
share(1) price(1)
- -------------- ----------- ---------- ----------- ----------
Common Stock 2,000,000 $14.875 $29,750,000 $9,015.15
par value $.01 per shares
share
(1) Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average
of the high and low sales prices of Registrant's common stock on the Nasdaq
Stock Market's National Market on May 28, 1997.
There are also registered hereunder such additional indeterminate number
of shares as may be issued as a result of the antidilution provisions of
the 1991 Stock Option Plan.
STATEMENT
This Form S-8 Registration Statement is being filed with the
Securities and Exchange Commission (the "Commission") by MedImmune, Inc., a
Delaware corporation (the "Company"), in order to register 2,000,000
additional shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), which may be issued upon exercise of options granted
under the Company's 1991 Stock Option Plan (the "Plan").
On March 11, 1992, the Company filed a Form S-8 Registration Statement
(No. 33-46165) with the Commission registering 750,000 shares of Common
Stock to be issued under the Plan. The contents of that Registration
Statement (No. 33-46165) are incorporated by reference in their entirety
herein. On August 10, 1992, the Company registered an additional 750,000
shares of Common Stock to be issued under the Plan on a Form S-8
Registration Statement (No. 33-50678). On November 17, 1995, the Company
registered an additional 2,000,000 shares of Common Stock to be issued
under the Plan on a Form S-8 Registration Statement (No. 33-99540).
EXHIBITS
The following documents are filed as Exhibits hereto:
Exhibit Sequential Page
Number Description No. or
Incorporated by
Reference to:
4.1 Restated Certificate of Exhibit 4.1 to the
Incorporation of the Company, as Company's Form S-8
amended Registration
Statement No. 333-28481
dated June 4, 1997
4.2 1991 Stock Option Plan, as amended Page 6
5.1 Opinion and Consent of Dewey Page 28
Ballantine with respect to the
legality of the securities being
registered
23.1 Consent of Dewey Ballantine --
(contained in their opinion filed
herewith as Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P. Page 30
24.1 Power of Attorney of directors and --
certain officers of the Company
(included in Signature Page)
<PAGE>2
SIGNATURES
The Registrant. 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 Gaithersburg, State
of Maryland, on the 16th day of May, 1997.
MEDIMMUNE, INC.
By /s/ Wayne T. Hockmeyer, Ph.D.
Wayne T. Hockmeyer, Ph.D.
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose
names appear below constitute and appoint Wayne T. Hockmeyer and David M.
Mott, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to execute any and all
amendments to this Registration Statement, and to file the same, together
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and such other agencies,
offices and persons as may be required by applicable law, granting unto
said attorney-in-fact and agent, 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 each said attorney-in-
fact and agent 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 Capacity Date
/s/ Wayne T. Hockmeyer, Ph.D. Chairman, Chief Executive May 16, 1997
Wayne T. Hockmeyer, Ph.D. Officer and Director
(Principal Executive
Officer)
/s/ David M. Mott President and Chief May 16, 1997
David M. Mott Operating Officer
(Principal Financial and
Accounting Officer)
<PAGE> 3
/s/ Franklin H. Top, Jr., M.D. Executive Vice President, May 16, 1997
Franklin H. Top, Jr., M.D. Medical Director and
Director
/s/ M. James Barrett, Ph.D. Director May 16, 1997
M. James Barrett, Ph.D.
/s/ James H. Cavanaugh, Ph.D. Director May 16, 1997
James H. Cavanaugh, Ph.D.
/s/ Lawrence C. Hoff Director May 16, 1997
Lawrence C. Hoff
/s/ Gordon S. Macklin Director May 16, 1997
Gordon S. Macklin
/s/ Barbara Hackman Franklin Director May 16, 1997
Barbara Hackman Franklin
<PAGE> 4
MEDIMMUNE, INC.
_________________
EXHIBITS
for
REGISTRATION STATEMENT
ON
FORM S-8
_________________
1991 STOCK OPTION PLAN
<PAGE> 5
EXHIBIT 4.2
MedImmune, Inc.
________________________________
1991 Stock Option Plan
________________________________
As amended May 16, 1997
<PAGE> 6
MedImmune, Inc.
1991 Stock Option Plan
Table of Contents
1. Purpose of the Plan S-1
2. Administration of the Plan S-1
a. Administration S-1
b. Applicability of Rule 16b-3 S-2
3. Shares of Stock Subject to the Plan S-2
a. Number of Shares S-2
b. Character of Shares S-2
c. Reservation of Shares S-2
4. Eligibility S-3
a. General S-3
b. Exceptions S-3
5. Grant of Options S-3
a. General S-3
b. Option Agreements S-4
c. No Evidence of Employment S-4
d. Date of Grant S-4
e. Maximum Grant S-4
6. Option Price S-5
7. Exercisability of Options S-5
a. Committee Determination S-5
b. Automatic Termination of Option S-5
c. Limitations on Option S-6
d. Parachute Limitations S-6
8. Procedure for Exercise S-7
a. Payment S-7
b. Notice S-7
c. Issuance of Certificates S-8
<PAGE> 7
Table of Contents (cont'd)
9. Adjustments S-9
a. Changes in Stock S-9
b. Reorganization in Which the Company is the Surviving
Corporation S-9
c. Reorganization in Which the Company Is Not the Surviving
Corporation
or Sale of Assets or Stock S-9
d. Special Rules S-10
10. Restriction on Options and Optioned Shares S-10
a. Compliance with Securities Laws S-10
b. Right of First Refusal; Right of First offer S-11
c. Nonassignability of Option Rights S-11
d. Repurchase Rights S-12
11. Cancellation and New Grant of Options, etc. S-12
12. Other Employee Benefits S-13
13. Effective Date of Plan S-13
14. Expiration and Termination of the Plan S-13
15. Amendment of Plan S-13
16. Captions S-14
17. Disqualifying Dispositions S-14
18. Withholding Taxes S-14
19. Other Provisions S-14
20. Number and Gender S-15
21. Severability S-15
22. Governing Law S-15
<PAGE> 8
MEDIMMUNE, INC.
1991 Stock Option Plan
1. Purpose of the Plan
The purpose of the 1991 Stock Option Plan (the "Plan") is
(i) to further the growth and success of MedImmune, Inc. (the
"Company") and its subsidiaries by enabling selected employees
of, and consultants and advisors to, the Company and any such
subsidiaries to acquire shares of Common Stock, $.01 par value
(the "Common Stock"), of the Company, thereby increasing their
personal interest in such growth and success, and (ii) to provide
a means of rewarding outstanding performance by such persons to
the Company and/or its subsidiaries. Options granted under the
Plan may be either "incentive stock options" ("ISOs"), intended
to qualify as such under the provisions of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or
non-qualified stock options ("NSOs"). For purposes of the Plan,
the terms "parent" and "subsidiary" shall mean "parent
corporation" and "subsidiary corporation," respectively, as such
terms are defined in Section 424(e) and (f) of the Code. Unless
the context otherwise requires, an ISO or NSO shall hereinafter
be referred to as an "Option."
2. Administration of the Plan
a. Administration
The Plan shall be administered by the Compensation and Stock
Committee (the "Committee") of the Board of Directors of the
Company, which shall be appointed by the Board of Directors. The
Board of Directors may remove members, add members, and fill
vacancies on the Committee from time to time, all in accordance
with the Company's certificate of incorporation and by-laws and
the applicable laws. The Committee, however, shall at all times
consist of no fewer than two members of the Board of Directors.
No member of the Committee shall be an officer or other salaried
employee of the Corporation or any of its subsidiaries, and each
member of the Committee shall qualify in all respects as a
"disinterested person" as defined in Rule 16b-3 of the Securities
and Exchange Commission under the Securities Exchange Act of 1934
(the "Exchange Act"). Therefore, each Committee member during
the period that he is a Committee member and at all times within
<PAGE> 9
one year prior to becoming such a member must not be or have been
eligible for designation as an Optionee under this Plan or
designation as a person to whom stock options, stock appreciation
rights, or other equity securities may be granted pursuant to
this Plan or any other plan of the Company or any of its
affiliates entitling the participants to acquire stock, stock
options, stock appreciation rights, or other equity securities of
the Company or any of its affiliates.
The Committee shall have the full power and authority to
take all actions and to make all determinations required or
provided for under the Plan, any Option or any Option Agreement
entered into hereunder and all such other actions and
determinations not inconsistent with the specific terms and
provisions of the Plan deemed by the Committee to be necessary or
appropriate to the administration of the Plan, any Option or any
Option Agreement entered into hereunder. Any acts reduced to or
approved in writing by a majority of the members of the Committee
or approved by majority vote of the Committee members shall be
the valid acts of the Committee. Any interpretation or
construction by the Committee of any provision of the Plan, of
any Option or of any Option Agreement entered into hereunder
shall be final and conclusive. No Committee member shall be
liable for any action or determination made in good faith with
respect to the Plan, any Option or any Option Agreement entered
into hereunder.
b. Applicability of Rule 16b-3
Those provisions of the Plan which make express reference to
Rule 16b-3 shall apply to the Company only at such time as the
Company's Common Stock is registered under the Exchange Act, and
then only to such persons as are required to file reports under
Section 16(a) of the Exchange Act (a "Reporting Person").
3. Shares of Stock Subject to the Plan
a. Number of Shares
Subject to the provisions of Section 9 (relating to adjustments
upon changes in capital structure and other corporate
transactions), the number of shares of Common Stock subject
at any one time to Options granted under the Plan, plus the
<PAGE> 10
number of shares of Common Stock theretofore issued and delivered
pursuant to the exercise of Options granted under the Plan, shall
not exceed 5,500,000 shares. If and to the extent that Options
granted under the Plan terminate, expire or are cancelled without
having been fully exercised, new Options may be granted under the
Plan with respect to the shares of Common Stock covered by the
unexercised portion of such terminated, expired or cancelled
Options.
b. Character of Shares
The shares of Common Stock issuable upon exercise of an
Option granted under the Plan shall be (i) authorized but
unissued shares of Common Stock, (ii) shares of Common Stock held
in the Company's treasury or (iii) a combination of the
foregoing.
c. Reservation of Shares
The number of shares of Common Stock reserved for issuance
under the Plan shall at no time be less than the maximum number
of shares which may be purchased at any time pursuant to
outstanding options.
4. Eligibility
a. General
Options may be granted under the Plan only to
(i) persons who are officers or employees of the Company or
any of its subsidiaries at the time of grant: or
(ii) persons who are consultants or advisors to the Company
or any of its subsidiaries as the Committee shall determine and
designate from time to time before the expiration or termination
of the Plan.
Options granted to officers or employees of the Company or
any of its subsidiaries shall be, in the discretion of the
Committee, either ISOs or NSOs, and Options granted to
consultants or advisors shall be NSOs. Notwithstanding the
<PAGE> 11
foregoing, Options may be conditionally granted to persons who
are prospective employees of the Company or any of its
subsidiaries; provided, however, that any such grants shall
become, by their terms, effective no earlier than the date
specified in Section 5.d. or, if determined by the Committee in
accordance with Section 5.d., the date on which such persons
actually become employees.
b. Exceptions
Notwithstanding anything contained in Section 4.a. to the
contrary, no ISO may be granted under the Plan to an employee who
owns, directly or indirectly (within the meaning of Sections
422(b)(6) and 424(d) of the Code), stock possessing more than 10%
of the total combined voting power of all classes of stock of the
Company or of its parent, if any, or any of its subsidiaries,
unless (A) the Option Price (as defined in Section 6) of the
shares of Common Stock subject to such ISO is fixed at not less
than 110% of the fair market value (as determined in accordance
with Section 6 on the date of grant) of such shares and (B) such
ISO by its terms is not exercisable after the expiration of five
years from the date that such ISO is granted.
5. Grant of Options
a. General
Options may be granted under the Plan at any time and from
time to time on or prior to the Expiration Date (as defined in
Section 14). Subject to the provisions of the Plan, the
Committee shall have plenary authority, in its discretion, to
determine:
(i) the persons (from among the class of persons
eligible under Section 4 to receive Options under the Plan) to
whom Options shall be granted (the "Optionees");
(ii) the time or times at which Options shall be
granted;
(iii) the number of shares subject to each Option;
(iv) the Option Price of the shares subject to each
Option, which price shall not be less than the minimum specified
in Section 4.b. or 6 (as applicable);
<PAGE> 12
(v) the time or times when each Option shall become
exercisable and the duration of the exercise period; and
(vi) any restrictions on sale and repurchase rights
which shall be placed upon shares purchased upon exercise of an
Option, as contemplated by Section 10.b.
b. Option Agreements
Each Option granted under the Plan shall be designated as an
ISO or an NSO and shall be subject to the terms and conditions
applicable to ISOs and/or NSOs (as the case may be) set forth in
the Plan. In addition, each Option shall be evidenced by a
written agreement (an "Option Agreement"), containing such terms
and conditions and in such form, not inconsistent with the Plan,
as the Committee shall, in its discretion, provide. Such Option
Agreements may differ among Optionees. Each Option Agreement
shall be executed by the Company and the Optionee.
c. No Evidence of Employment
Nothing contained in the Plan or in any Option Agreement
shall confer upon any Optionee any right with respect to the
continuation of his employment by the Company or any of its
subsidiaries or interfere in any way with the right of the
Company or any such subsidiary at any time to terminate such
employment or to increase or decrease the compensation of the
Optionee from the rate in existence at the time of the grant of
an Option.
d. Date of Grant
The date of grant of an Option under this Plan shall be the
later of (i) the date as of which the Committee approves the
grant and (ii) the date as of which the Optionee becomes an
employee or, in the case of an NSO, a consultant or an advisor
(as the case may be) of the Company or one of its subsidiaries.
e. Maximum Grant
The number of shares of Common Stock underlying Options that
may be granted under the Plan to any one person during any one
<PAGE> 13
calendar year shall not exceed 400,000 shares, subject to
adjustment in the same manner as provided in Section 9 (relating
to adjustments upon changes in capital structure and other
corporate transaction). To the extent required for exemption
under Section 162(m) of the Code, any Option shares that are
cancelled or repriced shall not again be available for grant
under this maximum share limit.
6. Option Price
Subject to Section 9, the price (the "Option Price") at
which each share of Common Stock subject to an Option granted
under the Plan may be purchased shall be determined by the
Committee at the time the Option is granted; provided, however,
that the Option Price shall not be less than 100% (or, in the
case of an ISO so granted to a person described in Section 4.b.,
110%) of the fair market value of such share of Common Stock, as
determined by the Committee. In the event that the Common Stock
is listed on an established national or regional stock exchange,
is admitted to quotation on the National Association of
Securities Dealers Automated Quotation (NASDAQ) System, or is
publicly traded on an established securities market, the
Committee shall use the closing price of the Common Stock on such
exchange or system or in such market (the highest such closing
price if there is more than one such exchange or market) on the
trading date immediately before the Option is granted (or, if
there is no such closing price, then the Committee shall use the
mean between the highest bid and lowest asked prices or between
the high and low prices on such date), or, if no sale of the
Common Stock has been made on such day, on the next preceding day
on which any such sale shall have been made. If the Common Stock
is not so listed, admitted, or traded, the fair market value of
the Common Stock (including, in the case of any repurchase of
shares, any distributions with respect thereto that would be
repurchased with the shares) shall be determined in good faith by
a majority of the members of the Committee, based on a
consideration of all relevant factors, including recent sale and
offer prices in private transactions negotiated at arms' length.
7. Exercisability of Options
a. Committee Determination
Each Option granted under the Plan shall be exercisable at
such time or times, or upon the occurrence of such event or as
<PAGE> 14
determined by the Committee and set forth in the Option Agreement
evidencing such Option. No Option granted to a person who is a
Reporting Person for purposes of the Exchange Act, however, shall
be exercisable during the first six months after the date of
grant. Subject to the requirement in the immediately preceding
sentence, if an Option is not at the time of grant immediately
exercisable, the Committee may (i) in the Option Agreement
evidencing such Option, provide for the acceleration of the
exercise date or dates of the subject Option upon the occurrence
of specified events, and/or (ii) at the time prior to the
complete termination of an Option, accelerate the exercise date
or dates of such Option.
b. Automatic Termination of Option
The unexercised portion of any Option granted under the Plan
shall automatically terminate and shall become null and void and
be of no further force or effect upon the first to occur of the
following:
(i) the tenth anniversary of the date on which
such Option is granted or, in the case of any ISO granted to a
person described in Section 4.b., the fifth anniversary of the
date on which such ISO is granted; and
(ii) the expiration of such period of time or the
occurrence of such event as the Committee in its discretion may
provide in the Option Agreement evidencing such Option.
Each Option granted under the Plan shall be exercisable, in
whole or in part, at any time and from time to time, over a
period commencing on or after the date of grant and ending upon
the expiration or termination of the Option, as the Committee
shall determine and set forth in the Option Agreement relating to
such Option or any amendment thereto. Without limiting the
foregoing, the Committee, subject to the terms and conditions of
the Plan, may in its sole discretion provide that an Option may
not be exercised in whole or in part for any period or periods of
time during which such Option is outstanding; provided, however,
that any limitation or condition on the exercise of an Option
contained in any Option Agreement may be rescinded, modified or
waived by the Committee, in its sole discretion, at any time and
from time to time after the date of grant of such Option, so as
to accelerate the time at which the Option may be exercised.
<PAGE> 15
Notwithstanding anything contained in the Plan to the contrary,
unless otherwise provided in an Option Agreement, no Options
granted under the Plan shall be affected by any change of duties
or position of the Optionee (including a transfer to or from the
Company or one of its subsidiaries), so long as such Optionee
continues to be a director, officer, consultant or employee (as
the case may be) of the Company or one of its subsidiaries.
c. Limitations on Option
Notwithstanding anything contained in the Plan to the
contrary, an Option shall not be an ISO to the extent the
aggregate fair market value (as determined in accordance with
Section 6 on the date of grant) of stock with respect to which
incentive stock options are exercisable for the first time by
such Optionee during any calendar year (under all such plans of
the Company and its subsidiaries) exceeds $100,000.
d. Parachute Limitations
Notwithstanding any other provision of this Plan or of any
other agreement, contract, or understanding heretofore or
hereafter entered into by the Optionee with the Company, except
an agreement, contract, or understanding hereafter entered into
that expressly modifies or excludes application of this paragraph
(the "other Agreements"), and notwithstanding any formal or
informal plan or other arrangement for the direct or indirect
provision of compensation to the Optionee (including groups or
classes of participants or beneficiaries of which the Optionee is
a member), whether or not such compensation is deferred, is in
cash, or is in the form of a benefit to or for the Optionee (a
"Benefit Plan"), if the Optionee is a "disqualified individual,"
as defined in Section 280G(c) of the Code, any Option held by
that Optionee and any right to receive any payment or other
benefit under this Plan shall not become exercisable or vested
(i) to the extent that such right to exercise, vesting, payment,
or benefit, taking into account all other rights, payments, or
benefits to or for the Optionee under this Plan, all Other
Agreements, and all Benefit Plans, would cause any payment or
benefit to the Optionee under this Plan to be considered a
"parachute payment" within the meaning of Section 280G(b)(2) of
the Internal Revenue Code as then in effect (a "Parachute
Payment") and (ii) if, as a result of receiving a Parachute
Payment, the aggregate after-tax amounts received by the Optionee
<PAGE> 16
from the Company under this Plan, all Other Agreements, and all
Benefit Plans would be less than the maximum after-tax amount
that could be received by him without causing any such payment or
benefit to be considered a Parachute Payment. In the event that
the receipt of any such right to exercise, vesting, payment or
benefit under this Plan, in conjunction with all other rights,
payments, or benefits to or for the Optionee under any other
Agreement or any Benefit Plan would cause the Optionee to be
considered to have received a Parachute Payment under this Plan
that would have the effect of decreasing the after-tax amount
received by the Optionee as described in clause (ii) of the
preceding sentence then the Optionee shall have the right, in the
Optionee's sole discretion, to designate those rights, payments,
or benefits under this Plan, any Other Agreements, and/or any
Benefit Plans that should be reduced or eliminated so as to avoid
having the payment or benefit to the Optionee under this Plan be
deemed to be a Parachute Payment.
8. Procedure for Exercise
a. Payment
At the time an Option is granted under the Plan, the
Committee shall, in its discretion, specify one or more of the
following forms of payment which may be used by an Optionee upon
exercise of his Option:
(i) cash or personal or certified check payable to the
Company in an amount equal to the aggregate Option Price of the
shares with respect to which the Option is being exercised;
(ii) stock certificates (in negotiable form)
representing shares of Common Stock having a fair market value
(as determined in accordance with Section 6 on the date of
exercise) equal to the aggregate Option Price of the shares with
respect to which the Option is being exercised; or
(iii) a combination of the methods set forth in clauses
(i) and (ii).
<PAGE> 17
b. Notice
An Optionee (or other person, as provided in Section 10.c.)
may exercise an Option granted under the Plan in whole or in part
(but for the purchase of whole shares only), as provided in the
Option Agreement evidencing his Option, by delivering a written
notice (the "Notice") to the Secretary of the Company. The
Notice shall:
(i) state that the Optionee elects to exercise the
Option and, if applicable, whether the Option being exercised is
an ISO or an NSO;
(ii) state the number of shares with respect to which
the Option is being exercised (the "Optioned Shares");
(iii) state the method of payment for the Optioned
Shares (which method must be available to the Optionee under the
terms of his Option Agreement);
(iv) state the date upon which the Optionee desires to
consummate the purchase (which date must be prior to the
termination of such Option under Section 7.b.), unless the
Optionee encloses with the Notice cash, a check and/or stock
certificates (as the case may be) representing the aggregate
Option Price of such Optioned Shares;
(v) include any representation of the Optionee required
pursuant to Section 10.a;
(vi) in the event the Option is exercised pursuant to
Section 10.c. by any person other than the Optionee, include
evidence to the satisfaction of the Committee of the right of
such person to exercise the Option with the Notice; and
(vii) include such further provisions consistent with
the Plan as the Committee may from time to time require.
The exercise date of an Option shall be the date on which
the Company receives the Notice from the Optionee.
Within 30 days of the exercise of the Option, the Optionee shall
deliver to the Company a copy of any election filed by the
Optionee with the Internal Revenue Service under Section 83(b) of
the Code.
<PAGE> 18
c. Issuance of Certificates
The Company shall issue a stock certificate in the name of
the Optionee (or such other person exercising the Option in
accordance with the provisions of Section 10.c.) for the Optioned
Shares as soon as practicable after receipt of the Notice and
payment of the aggregate Option Price for such shares. A
separate stock certificate or separate stock certificates shall
be issued for any shares of Common Stock purchased pursuant to
the exercise of an Option that is an ISO, which certificate or
certificates shall not include any shares of Common Stock that
were purchased pursuant to the exercise of an Option that is an
NSO. All certificates representing the Optioned Shares shall be
marked with the legend set forth in Section 10.a., if applicable,
and Section 10.b., if applicable. Neither the Optionee nor any
person exercising an Option in accordance with the provisions of
Section l0.c. shall have any privileges as a stockholder of the
Company with respect to any shares of stock subject to an Option
granted under the Plan until the date of issuance of a stock
certificate pursuant to this Section 8.c.
9. Adjustments
a. Changes in Stock
If the outstanding shares of Common Stock are increased or
decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company by reason of
any recapitalization, reclassification, stock split-up,
combination of shares, exchange of shares, stock dividend, or
other distribution payable in capital stock, or other increase or
decrease in such shares effected without receipt of consideration
by the Company, occurring after the Effective Date, the number
and kinds of shares for the acquisition of which Options may be
granted under the Plan shall be adjusted proportionately and
accordingly by the Company. In addition, the number and kind of
shares for which Options are outstanding shall be adjusted
proportionately and accordingly so that the proportionate
interest of the holder of the Option immediately following such
event shall, to the extent practicable, be the same as
immediately before such event. Any such adjustment in
outstanding Options shall not change the aggregate Option Price
payable with respect to shares subject to the unexercised portion
of the outstanding Option but shall include a corresponding
proportionate adjustment in the Option Price per share.
<PAGE> 19
b. Reorganization in Which the Company is the Surviving
Corporation
Subject to Sections 9.a. and c., if the Company shall be the
surviving corporation in any reorganization, merger, or
consolidation of the Company with one or more other corporations,
any Option theretofore granted pursuant to the Plan shall pertain
to and apply to the securities to which a holder of the number of
shares of Common Stock subject to such Option would have been
entitled immediately following such reorganization, merger, or
consolidation, with a corresponding proportionate adjustment of
the Option Price per share so that the aggregate Option Price
thereafter shall be the same as the aggregate Option Price of the
shares remaining subject to the Option immediately prior to such
reorganization, merger, or consolidation.
c. Reorganization in Which the Company Is Not the Surviving
Corporation or Sale of Assets or Stock
Upon the dissolution or liquidation of the Company, or upon
a merger, consolidation, or reorganization of the Company with
one or more other corporations in which the Company is not the
surviving corporation, or upon a sale or other transfer of
substantially all of the assets of the Company to another
corporation, or upon any transaction (including, without
limitation, a merger or reorganization in which the Company is
the surviving corporation) approved by the Board of Directors
that results in any person or entity (other than persons who are
stockholders of the Company at the time the Plan is approved by
the stockholders and other than a corporation or other trade or
business that is controlled by or under common control with the
Company, determined in accordance with the principles of Sections
414(b) and 414(c) of the Code and the regulations thereunder)
owning 80 percent or more of the combined voting power, or 80
percent or more of the total value, of all classes of stock of
the Company, the Plan and all Options outstanding hereunder shall
terminate, except to the extent provision is made in writing in
connection with such transaction for the continuation of the Plan
and/or the assumption of such Options theretofore granted, or for
the substitution for such Options of new options covering the
stock of a successor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kinds
of shares and exercise prices, in which event the Plan and
Options theretofore granted shall continue in the manner and
under the terms so provided. In the event of any such
<PAGE> 20
termination of the Plan, each individual holding an Option shall
have the right (subject to the Plan's general limitations on
exercise), immediately before the occurrence of such termination
and during such period occurring before such termination as the
Committee, in its sole discretion, shall determine and designate,
to exercise such Option in whole or in part, subject to the
limitations on the exercisability of an Option (including the
acceleration of such exercisability) under Section 7.d. Unless
the Committee otherwise provides in an Option Agreement for the
imposition of such limitations on the exercisability of an
Option, the Option may be exercised before termination without
regard to any installment limitation or other condition on
exercise imposed pursuant to the terms of the Plan, but subject
to the limitations on the exercisability of an Option (including
the acceleration of such exercisability) under Section 7.d. The
Committee shall send written notice of an event that will result
in such a termination to all individuals who hold Options not
later than the time at which the Company gives notice thereof to
its stockholders.
d. Special Rules
The following rules shall apply in connection with Sections
9.a., b. and c. above:
(i) No fractional shares shall be issued as a result of any
such adjustment, and any fractional shares resulting from the
computations pursuant to Section 9.a., b. or c. shall be
eliminated from the respective Options.
(ii) No adjustment shall be made for cash dividends or the
issuance to stockholders or rights to subscribe for additional
shares of Common Stock or other securities.
(iii) Any adjustments referred to in Section 9a. or b. shall
be made by the Committee in its sole discretion and shall be
conclusive and binding on all persons holding Options granted
under the Plan.
<PAGE> 21
10. Restriction on Options and Optioned Shares
a. Compliance with Securities Laws
No Options shall be granted under the Plan, and no shares of
Common Stock shall be issued and delivered upon the exercise of
Options granted under the Plan, unless and until any applicable
Federal or state registration, listing and/or qualification
requirements and any other requirements of law or of any
regulatory agencies having jurisdiction shall have been fully
complied with, unless the Committee has received evidence
satisfactory to it that a prospective Optionee may acquire such
shares pursuant to an exemption from registration under the
applicable securities laws. Any determination in this connection
by the Committee shall be final, binding, and conclusive.
The Committee, in its discretion, may, as a condition to the
exercise of any Option granted under the Plan, require an
Optionee (i) to represent in writing that the shares of Common
Stock received upon exercise of an Option are being acquired for
investment and not with a view to distribution and (ii) to make
such other representations and warranties as are deemed necessary
by counsel to the Company. Stock certificates representing
unregistered shares of Common Stock acquired upon the exercise of
Options shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR AN OPINION OF COUNSEL TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED.
b. Right of First Refusal; Right of First offer
The Committee, in its discretion, may provide in any Option
Agreement that the Company shall have a right of first refusal or
right of first offer on the sale or transfer of any shares of
Common Stock issued upon exercise of an Option granted under the
Plan, in the manner provided therein, such right of first refusal
or right of first offer to expire upon the consummation of the
<PAGE> 22
initial public offering of Common Stock registered under the
Securities Act of 1933 (the "Securities Act"). Any certificate
representing shares of Common Stock issued pursuant to an Option
Agreement containing a right of first refusal or right of first
offer shall bear the following legend:
ADDITIONALLY, THE TRANSFER OF THE SHARES REPRESENTED BY
THIS CERTIFICATE IS SUBJECT TO THE PROVISIONS SPECIFIED
IN THE STOCK OPTION AGREEMENT DATED (Agreement Date)
BETWEEN MEDIMMUNE, INC., A DELAWARE CORPORATION, AND
(Name of Optionee") AND NO TRANSFER OF THESE SHARES
SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE
BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE
HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY
OF MEDIMMUNE, INC.
c. Nonassignability of Option Rights
No Option granted under this Plan shall be assignable or
otherwise transferable by the Optionee except by will or by the
laws of descent and distribution. An Option may be exercised
during the lifetime of the Optionee only by the Optionee. In the
event an Optionee dies during his employment by the Company or
any of its subsidiaries, or during any period specified in the
Option Agreement following the date of termination of such
employment, his Option shall thereafter be exercisable, during
any period specified pursuant to Section 7.b. by his executors or
administrators to the full extent to which such Option was
exercisable by the Optionee at the time of his death. In the
event an Optionee becomes legally incapacitated, his Option shall
thereafter be exercisable during the period specified pursuant to
Section 7.b. by his legal guardian, committee, or legal
representative to the full extent to which the Option was
exercisable by the Optionee.
d. Repurchase Rights
In the event of termination for cause, the Company shall
have the right to repurchase at cost (or such other amount as
determined by the Committee) all or part of the shares obtained
as a result of the exercise of an Option and in the event of any
other termination, the Company may have the right to repurchase
such shares at Fair Market Value as determined by the Committee.
<PAGE> 23
To the extent consistent with the terms of any option agreement,
the Company may retain the right to assign its rights to
repurchase shares to any person, in which case the assignee shall
have all rights and be entitled to all benefits with respect
thereto afforded to the Company under this Plan and the relevant
agreement.
11. Cancellation and New Grant of Options, etc.
The Committee shall have the authority to effect, at any
time and from time to time, with the consent of the affected
Optionees, (i) the cancellation of any or all outstanding Options
under the Plan and the grant in substitution therefor of new
Options under the Plan covering the same or different numbers of
shares of Common Stock and having an Option Price per share which
may be lower or higher than the Option Price per share of the
cancelled Options or (ii) the amendment of the terms of any and
all outstanding Options under the Plan to provide an Option Price
per share which is higher or lower than the then-current exercise
price per share of such outstanding Options.
12. Other Employee Benefits
The amount of any compensation deemed to be received by an
employee as a result of the exercise of an Option or the sale of
shares received upon such exercise will not constitute
compensation with respect to which any other employee benefits of
such employee are determined, including, without limitation
benefits under any bonus, pension, profit-sharing, life insurance
or salary continuation plan, except as otherwise specifically
determined by the Board of Directors or the Committee.
13. Effective Date of Plan
This Plan shall become effective on the date (the "Effective
Date") of its adoption by the Board; provided, however, that no
Option shall be exercisable by an Optionee unless and until the
Plan shall have been approved by the stockholders of the Company
at a meeting of stockholders held in accordance with the
provisions of its Certificate of Incorporation and By-laws, or by
written consent in accordance with applicable state law and the
Certificate and By-laws which approval shall be obtained within
12 months before or after the adoption of the Plan by the Board.
If the stockholders fail to approve the Plan within one year from
the Effective Date, any Options granted hereunder shall be null
and void and of no effect.
<PAGE> 24
14. Expiration and Termination of the Plan
Except with respect to Options then outstanding, the Plan
shall expire on (i) the tenth anniversary of the date on which
the Plan is adopted by the Board, (ii) the tenth anniversary of
the date on which the Plan is approved by the stockholders of the
Company, or (iii) the date as of which the Board, in its sole
discretion, determines that the Plan shall terminate, whichever
is the first to occur (the "Expiration Date"). Any Options
outstanding as of the Expiration Date shall remain in effect
until they have been exercised or have terminated or expired by
their respective terms.
15. Amendment of Plan
The Board may at any time prior to the Expiration Date
modify and amend the Plan in any respect; provided, however, that
the approval of the Company's stockholders by at least a majority
of the votes cast at a duly held meeting of stockholders of the
Company at which a quorum representing a majority of all the
outstanding shares of voting stock of the Company is present,
either in person or by proxy, and voting on the amendment or by
written consent in accordance with applicable state law and
certificate of incorporation of the Company, will be required for
any amendment which (i) changes the class of persons eligible for
the grant of Options, as specified in Section 4, (ii) increases
(unless pursuant to Section 9) the maximum number of shares
subject to Options granted under the Plan, as specified in
Section 3, or (iii) materially increases the benefits accruing to
participants under the Plan, within the meaning of Rule 16b-3.
16. Captions
The use of captions in this Plan or any Option Agreement is
for the convenience of reference only and shall not affect the
meaning of any provision of the Plan or such Option Agreement.
17. Disqualifying Dispositions
If stock acquired by exercise of an ISO granted under this
Plan is disposed of within two years following the date of grant
of the ISO or one year following the transfer of the Optioned
Shares to the Optionee (a "disqualifying disposition"), the
<PAGE> 25
holder of the Optioned Shares shall, immediately prior to such
disqualifying disposition, notify the Company in writing of the
date and terms of such disposition and provide such other
information regarding the disposition as the Company may
reasonably require.
18. Withholding Taxes
(a) The Company shall have the right to deduct from payments
of any kind otherwise due to the Optionee any Federal, state or
local taxes of any kind required by law to be withheld with
respect to any shares issued upon exercise of Options under the
Plan. At the time of exercise, the Optionee shall pay to the
Company any amount that the Company may reasonably determine to
be necessary to satisfy such withholding obligation. Subject to
the prior approval of the Company, which may be withheld by the
Company in its sole discretion, the Optionee may elect to satisfy
such obligations, in whole or in part, (i) by causing the Company
to withhold shares of Common Stock otherwise issuable pursuant to
the exercise of an Option or (ii) by delivering to the Company
shares of Common Stock already owned by the Optionee. The shares
so delivered or withheld shall have a Fair Market Value equal to
such withholding obligations. The Fair Market Value of the
shares used to satisfy such withholding obligation shall be
determined by the Company as of the date that the amount of tax
to be withheld is to be determined. An Optionee who has made an
election pursuant to this Section 18(a) may only satisfy his or
her withholding obligation with shares of Common Stock which are
not subject to any repurchase, forfeiture, unfulfilled vesting or
other similar requirements.
(b) Notwithstanding the foregoing, in the case of a
Reporting Person, no election to use shares for the payment of
withholding taxes shall be effective unless made in compliance
with any applicable requirements of Rule 16b-3(e) or any
successor rule under the Exchange Act.
19. Other Provisions
Each Option granted under the Plan may contain such other
terms and conditions not inconsistent with the Plan as may be
determined by the Board of Directors, in its sole discretion.
Notwithstanding the foregoing, each ISO granted under the Plan
shall include those terms and conditions which are necessary to
<PAGE> 26
qualify the ISO as an "incentive stock option" within the meaning
of the Section 422 of the Code or the regulations thereunder and
shall not include any terms or conditions which are inconsistent
therewith.
20. Number and Gender
With respect to words used in this Plan, the singular form
shall include the plural form, the masculine gender shall include
the feminine gender, and vice versa, as the context requires.
21. Severability
If any provision of the Plan or any Option Agreement shall
be determined to be illegal or unenforceable by any court of law
in any jurisdiction, the remaining provisions hereof and thereof
shall be severable and enforceable in accordance with their
terms, and all provisions shall remain enforceable in any other
jurisdiction.
22. Governing Law
The validity and construction of this Plan and the
instruments evidencing the Options granted hereunder shall be
governed by the laws of the State of Delaware.
<PAGE> 27
Exhibit 5.1
Opinion and Consent of Dewey Ballantine with respect
to the legality of the securities being registered
<PAGE> 28
June 4, 1997
MedImmune, Inc.
35 West Watkins Mill Road
Gaithersburg, Maryland 20878
Gentlemen:
We have acted as counsel to MedImmune, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and
filing by the Company of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended,
for the registration of an additional 2,000,000 shares of common stock,
$.01 par value per share (the "Shares"), of the Company which may be
issued upon exercise of stock options pursuant to the 1991 Stock Option
Plan (the "Plan") of the Company.
We have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates of public officials and
officers of the Company and such other instruments as we have deemed
necessary or appropriate as a basis for the opinions expressed below.
Based on the foregoing, we are of the opinion that:
1. The issuance of the Shares upon exercise of options granted
under the Plan has been lawfully and duly authorized; and
2. When the Shares have been issued and delivered in accordance
with the terms of the Plan, the Shares will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or
the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
DEWEY BALLANTINE
<PAGE> 29
Exhibit 23.2
Consent of Coopers & Lybrand L. L. P.
<PAGE> 36
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of MedImmune, Inc. on Form S-8 of our report dated February 6, 1997, on our
audits of the financial statements and financial statement schedule of
MedImmune, Inc. as of December 31, 1996 and 1995 and for each of the three
years in the period ended December 31, 1996, which report is included in
the MedImmune, Inc. Annual Report on Form 10-K for the year ended December
31, 1996.
COOPERS & LYBRAND L.L.P.
Rockville, Maryland
June 4, 1997
<PAGE> 37
