<PAGE>
As filed with the Securities and Exchange Commission on November 23, 1999
Registration No. 333-88835
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
Post-Effective Amendment No. 1
on FORM S-8
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
MEDIMMUNE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 35 West Watkins Mill Road 52-1555759
-------- ----------
(State or other jurisdiction of Gaithersburg, Maryland 20878 (I.R.S. Employer
-----------------------------
incorporation or organization) (Address of Principal Executive Offices) Identification No.)
(Zip Code)
</TABLE>
1999 Incentive Compensation Plan
1987 Incentive Stock Option Plan
1987 Non-Statutory Stock Option Plan
1991 Special Non-Statutory Stock Option Plan
1987 Special Non-Statutory Stock Option Plan
1992 Stock Option Plan
1996 Non-Employee Directors Stock Option Plan
Non-Executive Stock Option Plan
of U.S. Bioscience, Inc.
Wayne T. Hockmeyer, Ph.D.
c/o 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
copy to:
Frederick W. Kanner
Richard D. Pritz
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
__________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate offering registration fee
share(1) price(1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 752,433 shares N/A N/A N/A (1)
value $0.01 per share
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) The registration fee with respect to these shares was previously paid in
connection with the filing of Registrant's Registration Statement on S-4
(Registration No. 333-88835) which was declared effective on October 21, 1999.
See Explanatory Note below.
EXPLANATORY NOTE
MedImmune, Inc. (the "Registrant") hereby amends its Registration Statement on
Form S-4 (File No. 333-88835), effective on October 21, 1999 (the "Form S-4"),
by filing this Post-Effective Amendment No. 1 on Form S-8 to the Form S-4 (the
"Registration Statement") relating to 752,433 shares of Common Stock, $0.01 par
value, of the Registrant (the "Common Stock") issuable in connection with the
1999 Incentive Compensation Plan, the 1987 Incentive Stock Option Plan, the 1987
Non-Statutory Stock Option Plan, the 1987 Special Non-Statutory Stock Option
Plan, the 1992 Stock Option Plan, the 1996 Non-Employee Directors Stock Option
Plan, and the Non-Executive Stock Option Plan of U.S. Bioscience, Inc. ("USB").
On November 23, 1999, pursuant to an Agreement and Plan of Merger dated
September 21, 1999 (the "Merger Agreement"), USB became a wholly-owned
subsidiary of the Registrant (the "Merger"). As provided in the Merger
Agreement, each outstanding share of common stock, $0.01 par value, of USB ("USB
Common Stock"), was converted into the right to receive 0.15 shares of the
Registrant's Common Stock.
Pursuant to the Merger Agreement, USB and the Registrant have taken such actions
as are necessary such that USB Common Stock is no longer issuable under the
Plans. Instead, the Registrant's Common Stock will be issuable under the Plans
in such amounts and at such prices as adjusted pursuant to the Plans and the
Merger Agreement.
This Registration Statement relates to 752,433 shares of the Registrant's Common
Stock registered on Form S-4, which were not issued in connection with the
Merger and that are issuable in connection with the Plans.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 (the "Registration Statement") is
being filed by MedImmune, Inc. (the "Company" or "Registrant") with respect to
the 1999 Incentive Compensation Plan, the 1987 Incentive Stock Option Plan, the
1987 Non-Statutory Stock Option Plan, the 1991 Special Non-Statutory Stock
Option Plan, the 1987 Special Non-Statutory Stock Option Plan, the 1992 Stock
Option Plan, the 1996 Non-Employee Directors Stock Option Plan, and the Non-
Executive Stock Option Plan of U.S. Bioscience, Inc. (the "Plans"), referred to
on the cover of this Registration Statement. The document(s) containing the
information required in Part I of this Registration Statement will be sent or
given to each of the participants in the Plans, as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933 (the "Securities Act"). Such document(s) are not
being filed with the Commission but constitute (together with the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1998;
(c) The Company's Description of Common Stock and Amended and Restated
Rights Agreement on Form 8-A dated April 4, 1991 and December 1, 1998; and
(c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1998.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all Common Stock offered hereunder has been sold
or which deregisters all Common Stock then remaining unsold hereunder shall be
deemed to be incorporated by reference herein and to be 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 Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document that 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") empowers a corporation to indemnify any person
who was or is a party or who is threatened to be
3
<PAGE>
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person acted in any of the capacities set forth above, against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section
145, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; the indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.
MedImmune provides liability insurance for its directors and officers which
provides for coverage against loss from claims made against directors and
officers in their capacity as such, including liabilities under Securities Act
of 1933.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation of its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for a
transaction from which the director derived an improper personal benefit.
Article EIGHTH of MedImmune's Certificate of Incorporation limits the liability
of directors to the fullest extent permitted by Section 102(b)(7).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4
<PAGE>
See Index to Exhibits on Page 8.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a)(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,
represent 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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the 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) 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
5
<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 Gaithersburg, State of Maryland, on the 23rd day of
November, 1999.
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
signature appears below hereby constitutes and appoints Wayne T. Hockmeyer,
Ph.D. his or her true and lawful attorney-in-fact and agent, with full power of
substitution, and with power to act alone, to sign and execute on behalf of the
undersigned any and all amendments or supplements to this Registration
Statement, and to perform any acts necessary to be done in order to file any and
all such amendments and supplements with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, and each of
the undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitute, shall 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Wayne T. Hockmeyer, Ph.D. Chairman and Chief Executive
- ------------------------------------- Officer and Director (Principal
Wayne T. Hockmeyer, Ph.D. executive officer) November 23, 1999
Vice Chairman and Chief
/s/ David M. Mott Financial Officer and Director
- ------------------------------------- (Principal financial and
David M. Mott accounting officer) November 23, 1999
- ------------------------------------- Chief Operating Officer and
Melvin D. Booth Director November 23, 1999
/s/ Franklin H. Top, Jr., M.D. Executive Vice President,
- ------------------------------------- Medical Director and Director November 23, 1999
Franklin H. Top, Jr., M.D.
/s/ M. James Barrett, Ph.D.
- ------------------------------------- Director November 23, 1999
M. James Barrett, Ph.D.
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
/s/ James H. Cavanaugh, Ph.D.
- ------------------------------------- Director November 23, 1999
James H. Cavanaugh, Ph.D.
/s/ Lawrence C. Hoff Director November 23, 1999
- -------------------------------------
Lawrence C. Hoff
- ------------------------------------- Director November 23, 1999
Gordon S. Macklin
/s/ Barbara Hackman Franklin
- ------------------------------------- Director November 23, 1999
Barbara Hackman Franklin
</TABLE>
7
<PAGE>
INDEX TO EXHIBITS
Number
3.1 Restated Certificate of Incorporation of the Registrant (incorporated
herein by reference to Registrant's Annual Report on Form 10-K (File No
01-10392) for the year ended December 31, 1998).
3.2 Amended Bylaws of the Registrant (incorporated herein by reference to
Registrant's Annual Report on Form 10-K (File No 01-10392) for the year
ended December 31, 1998).
4.1 U.S. Bioscience, Inc. 1999 Incentive Compensation Plan (incorporated herein
by reference to U.S. Bioscience's Annual Report on Form 10-K (File No
01-10392) for the year ended December 31, 1992).
4.2 U.S. Bioscience, Inc. 1987 Incentive Stock Option Plan (incorporated herein
by reference to Exhibit 4.1 to U.S. Bioscience's Registration Statement on
Form S-8 (File No. 33-43981) filed with the Securities and Exchange
Commission on November 15, 1991).
4.3 U.S. Bioscience, Inc. 1987 Non-Statutory Stock Option Plan (incorporated
herein by reference to Exhibit 4.2 to U.S. Bioscience's Registration
Statement on Form S-8 (File No. 33-43981) filed with the Securities and
Exchange Commission on November 15, 1991).
4.4 U.S. Bioscience, Inc. 1987 Special Non-Statutory Stock Option Plan
(incorporated herein by reference to Exhibit 4.3 to U.S. Bioscience's
Registration Statement on Form S-8 (File No. 33-43981) filed with the
Securities and Exchange Commission on November 15, 1991).
4.5 U.S. Bioscience, Inc. 1991 Special Non-Statutory Stock Option Plan
(incorporated herein by reference to Exhibit 4.5 to U.S. Bioscience's
Registration Statement on Form S-8 (File No. 33-43981) filed with the
Securities and Exchange Commission on November 15, 1991).
4.6 U.S. Bioscience, Inc. 1992 Stock Option Plan (incorporated herein by
reference to Exhibit 10.27 to U.S. Bioscience's Annual Report on Form 10-K
(File No 01-10392) filed with the Securities and Exchange Commission on
March 28, 1995.
4.7 U.S. Bioscience, Inc. 1996 Non-Employee Directors Stock Option Plan
(incorporated herein by reference to Exhibit 10.36 to U.S. Bioscience's
Annual Report on Form 10-K (File No. 01-10392) filed with the Securities
and Exchange Commission on March 21, 1997.
4.8 U.S. Bioscience, Inc. Non-Executive Stock Option Plan (incorporated herein
by reference to Exhibit 4.2 to U.S. Bioscience's Registration Statement on
Form S-8 (File No. 333-26735) filed with the Securities and Exchange
Commission on May 9, 1997.
5 Opinion of Dewey Ballantine LLP.*
23.1 Consent of Dewey Ballantine LLP (contained in opinion filed as Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.*
24 Power of Attorney (included on signature page).
______________
* Filed herewith.
8
<PAGE>
Exhibit 5
[Dewey Ballantine LLP Letterhead]
November 23, 1999
MedImmune, Inc.
35 West Watkins Mill Road
Gaithersburg, Maryland 20878
Ladies and Gentlemen:
We have acted as special counsel to MedImmune, Inc., a Delaware corporation
("MedImmune"), in connection with the filing by MedImmune of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933 for the registration of up to 752,433 shares of common stock, $0.01 par
value per share (the "Shares"), of MedImmune which may be issued under the Plans
of U.S. Bioscience, Inc. referred to therein (the "Plans").
For the purpose of rendering the opinion set forth herein, we have been
furnished with and examined such certificates and other documents as we have
deemed necessary or advisable for the purpose of expressing the opinion
contained herein.
With respect to all of the documents reviewed, we have assumed, without
investigation, the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as certified or
reproduced copies. As to any facts which we have not independently established
or verified, we have relied upon statements and representations of
representatives of MedImmune and others.
We are admitted to the Bar of the State of New York and express no opinion
as to the laws of any other jurisdiction other than the General Corporation Law
of the State of Delaware.
Based on and subject to the foregoing, we are of the opinion that the
issuance of the Shares upon exercise of the options contemplated by the Plans
(the "Options"), has been duly authorized by MedImmune and when the Shares have
been issued as authorized in accordance with the terms of the Options, the
Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is rendered as of the date hereof, and we assume no
obligation to update such opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in the law which may
hereafter occur. This opinion is rendered solely to you in connection with the
above matter, and may not be relied upon by you for any other purpose or relied
upon by or furnished to any other person without our prior written consent.
We hereby consent to the filing of this opinion as Exhibit 5 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 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
DEWEY BALLANTINE LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 25, 1999, except for Note 18,
which is as of February 24, 1999, relating to the financial statements, which
appears in MedImmune, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
McLean, Virginia
November 23, 1999
