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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDAREX, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2822175
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
1545 ROUTE 22 EAST 08801
ANNANDALE, NEW JERSEY (Zip Code)
(Address of Principal Executive Offices)
HOUSTON BIOTECHNOLOGY INCORPORATED 1994A STOCK OPTION PLAN
(Full title of the plan)
DONALD L. DRAKEMAN
MEDAREX, INC.
1545 ROUTE 22 EAST
ANNANDALE, NEW JERSEY 08801
(Name and address of agent for service)
(908) 713-6001
(Telephone number, including area code, of agent for service)
COPY TO:
DWIGHT A. KINSEY, ESQ.
SATTERLEE STEPHENS BURKE & BURKE LLP
230 PARK AVENUE
NEW YORK, NEW YORK 10169
(212) 818-9200
CALCULATION OF REGISTRATION FEE
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<CAPTION>
====================================================================================================
Title of Securities to Amount to be Proposed Proposed maximum Amount of
be registered registered (1) maximum offering aggregate offering registration fee
price per share (2) price (2)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $ .01
par value per share 42,500 shares $8.24 $350,200 $110
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of the antidilution
adjustment provisions of the Houston Biotechnology Incorporated 1994A Stock
Option Plan (the "1994A Plan").
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the exercise price of the
options under the 1994A Plan. Pursuant to the Agreement and Plan of Merger
dated December 18, 1996, among Medarex, Inc. (the "Company"), Medarex
Acquisition Corporation, a wholly-owned subsidiary of the Company ("Sub"),
and Houston Biotechnology Incorporated ("HBI"), providing for the merger of
Sub with and into HBI with HBI continuing as a wholly-owned subsidiary of
the Company, the Company agreed to assume all of the outstanding options and
HBI's obligations with respect thereto under the 1994A Plan.
Page 1 of __ Pages
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EXPLANATORY NOTE
This Post-Effective Amendment No.1 to the Registration Statement on Form
S-8 (File No.33-28971) (the "Registration Statement") of Medarex, Inc. (the
"Company") registers 42,500 additional shares of the common stock, par value
$.01 per share ("Medarex Common Stock"), of the Company that may be issued
pursuant to the exercise of outstanding options issued under Houston
Biotechnology Incorporated's 1994A Stock Option Plan (the "1994A Plan").
The Registration Statement with respect to Medarex Common Stock, and
relating to the 1994A Plan, was filed with the Securities and Exchange
Commission on June 11, 1997 and is effective as of the date hereof.
Statement of Incorporation by Reference
---------------------------------------
The contents of the Registration Statement are hereby incorporated by
reference herein in their entirety.
Opinions and Consents
---------------------
The following opinions and consents are set forth herein immediately
following the signature Page.
1. Opinion of Satterlee Stephens Burke & Burke LLP as to legality of
the securities being registered;
2. Consent of Ernst & Young LLP; and
3. Consent of Satterlee Stephens Burke & Burke LLP (included in the
opinion listed above).
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Annandale,
State of New Jersey, on this 9th day of July, 1997.
MEDAREX, INC.
By: /s/ Irwin Lerner *
-----------------------------
Irwin Lerner
Chairman of the Board
POWER OF ATTORNEY
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.
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Irwin Lerner * Chairman of the Board July 9, 1997
- ----------------------------
Irwin Lerner
/s/Donald L. Drakeman * President, Chief Executive Officer and July 9, 1997
- ---------------------------- Director (Principal Executive Officer)
Donald L. Drakeman
/s/Michael A. Appelbaum Senior Vice President - Finance and July 9, 1997
- ---------------------------- Administration, Secretary, Treasurer,
Michael A. Appelbaum Chief Financial Officer and Director
(Principal Financial and Accounting
Officer)
/s/Michael W. Fanger * Director July 9, 1997
- ----------------------------
Michael W. Fanger
/s/Julius A. Vida * Director July 9, 1997
- ----------------------------
Julius A. Vida
/s/Charles R. Schaller * Director July 9, 1997
- ----------------------------
Charles R. Schaller
/s/W. Leigh Thompson, Jr. * Director July 9, 1997
- ----------------------------
W. Leigh Thompson, Jr.
/s/Robert Iggulden * Director July 9, 1997
- ----------------------------
Robert Iggulden
- ----------------------------
* By: /s/Michael A. Appelbaum
-----------------------
Michael A. Appelbaum, as attorney-in-fact, pursuant to Power of Attorney previously filed.
</TABLE>
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Exhibit No. 5
Opinion of Satterlee Stephens Burke & Burke LLP
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SATTERLEE STEPHENS BURKE & BURKE LLP
230 Park Avenue
New York, N.Y. 10169-0079
(212) 818-9200
July 9, 1997
Medarex, Inc.
1545 Route 22 East
Annandale, New Jersey 08801
Dear Sirs:
You have asked for our opinion in connection with Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission for registration pursuant to the Securities
Act of 1933, as amended, of 42,500 additional shares of common stock, par value
$.01 per share, of Medarex, Inc. (the "Company") reserved for issuance upon the
exercise of options (the "Options") granted by Houston Biotechnology
Incorporated ("HBI") under its 1994A Stock Option Plan (the "Plan"). The Options
were assumed by the Company under the terms of a certain Agreement and Plan of
Merger dated December 18, 1996 (the "Merger Agreement") among the Company,
Medarex Acquisition Corporation, a wholly-owned subsidiary of the Company
("Sub"), and HBI, pursuant to which Sub was merged with and into HBI with HBI
being the surviving corporation and becoming a wholly-owned subsidiary of the
Company.
We have reviewed the Plan, as amended to date, the Merger Agreement,
and minutes or copies of the corporate proceedings of HBI relating thereto and
minutes or copies of the corporate proceedings relating to the Registration
Statement hereinabove referred to. Based on the foregoing, it is our opinion
that the shares reserved by the Company, upon issuance upon the exercise of
Options granted under the Plan in accordance with the provisions of the stock
option agreements evidencing such Options, will be validly issued, fully paid
and non-assessable with no personal liability attaching to the ownership thereof
under the laws of the State of New Jersey.
We understand that a copy of this opinion will be filed as an exhibit
to Post-Effective Amendment No.1 to the Registration Statement and we hereby
consent to such filing.
SATTERLEE STEPHENS BURKE & BURKE LLP
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Exhibit No. 23(a)
Consent of Ernst & Young LLP
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Consent of Independent Auditors
-------------------------------
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (Form S-8 No.333-28971), pertaining to the Houston
Biotechnology Incorporated 1994A Stock Option Plan, of our report dated February
6, 1997 except for Note 11 as to which the date is February 28, 1997, with
respect to the consolidated financial statements of Medarex, Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Princeton, New Jersey
July 9,1997
