<PAGE>
As filed with the Securities and Exchange Commission on May 12, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
______________________
ICOS CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 91-1463450
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
22021--20th Avenue S.E.
Bothell, Washington 98021
(Address of principal executive offices, including zip code)
ICOS CORPORATION 1989 STOCK OPTION PLAN
ICOS CORPORATION 1991 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(Full title of the plans)
GARY L. WILCOX
Executive Vice President, Operations
ICOS Corporation
22021 20th Avenue S.E.
Bothell, Washington 98021
(425) 485-1900
(Name, address and telephone number, including area code, of agent for service)
______________________
Copy to:
JAMES R. LISBAKKEN
Perkins Coie LLP
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
______________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to Be Offering Price Per Aggregate Offering Registration
to Be Registered Registered Share Price Fee
------------------- ------------ ------------------ ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share (1) (1) (1) (1)
</TABLE>
(1) No additional securities are being registered and registration fees were
paid upon filing of the original Form S-8 Registration Statements with the
Securities and Exchange Commission (the "Commission") on July 19, 1996
(File No. 333-08485), June 24, 1994 (File No. 33-80680), June 21, 1993
(File No. 33-64762) and June 8, 1992 (File No. 33-48401) for the employee
benefit plans. Therefore, no further registration fee is required.
<PAGE>
AMENDMENT OF PRIOR REGISTRATION STATEMENTS
The Registrant's initial Form S-8 Registration Statements filed with the
Commission on July 19, 1996 (File No. 333-08485), June 24, 1994 (File No. 33-
80680), June 21, 1993 (File No. 33-64762) and June 8, 1992 (File No. 33-48401)
are hereby amended to provide that up to 232,476 shares available for issuance
but not issued or subject to outstanding options under the Registrant's 1989
Stock Option Plan will not be issued under that plan but may be issued under the
Registrant's 1999 Stock Option Plan under substantially the same terms and
conditions. In addition, up to 7,044,621 shares subject to outstanding options
under the Registrant's 1989 Stock Option Plan and its 1991 Stock Option Plan for
Nonemployee Directors that cease to be subject to such options (other than by
reason of exercise of the options to the extent they are exercised for shares)
will no longer be available for issuance under those plans but will be available
for issuance under the Registrant's 1999 Stock Option Plan. A Form S-8
Registration Statement for an additional 5,000,000 shares of the Registrant's
Common Stock available for issuance under the Registrant's 1999 Stock Option
Plan is being filed with the Commission.
The contents of the initial Form S-8 Registration Statements referred to
above are incorporated by reference into this Amendment No. 1 to such
Registration Statements, except as described herein. Required consents and
signatures are included in this amendment.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. EXHIBITS
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<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
*5.1 Opinion of Perkins Coie LLP
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
*99.1 ICOS Corporation 1989 Stock Option Plan
*99.2 ICOS Corporation 1991 Stock Option Plan for Nonemployee Directors
</TABLE>
*Previously filed as exhibits to Form S-8 Registration Statements filed with the
Commission on July 19, 1996 (File No. 333-08485), June 24, 1994 (File No. 33-
80680), June 21, 1993 (File No. 33-64762) and June 8, 1992 (File No. 33-48401).
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Post-Effective Amendment No. 1 to Form S-8
Registration Statements (File Nos. 333-08485, 33-80680, 33-64762 and 33-48401)
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Bothell, State of
Washington, on the 10th day of May, 1999.
ICOS CORPORATION
By: /s/ GARY L. WILCOX
------------------
Gary L. Wilcox
Director and Executive Vice President, Operations
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to Form S-8 Registration Statements (File Nos. 333-08485, 33-
80680, 33-64762 and 33-48401) has been signed by the following persons in the
capacities indicated below on the 10th day of May, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
*GEORGE B. RATHMANN Chairman, Chief Executive Officer and President
- -------------------------------- (Principal Executive Officer)
George B. Rathmann
/s/ GARY L. WILCOX Director and Executive Vice President, Operations
- --------------------------------
Gary L. Wilcox
*HOWARD S. MENDELSOHN Chief Accounting Officer (Principal Financial and
- -------------------------------- Accounting Officer)
Howard S. Mendelsohn
*FRANK T. CARY Director
- --------------------------------
Frank T. Cary
*JAMES L. FERGUSON Director
- --------------------------------
James L. Ferguson
*WILLIAM H. GATES, III Director
- --------------------------------
William H. Gates, III
*JANICE M. LECOCQ Director
- --------------------------------
Janice M. LeCocq
*DAVID V. MILLIGAN Director
- --------------------------------
David V. Milligan
*ROBERT W. PANGIA Director
- --------------------------------
Robert W. Pangia
*ALEXANDER B. TROWBRIDGE Director
- --------------------------------
Alexander B. Trowbridge
*WALTER B. WRISTON Director
- --------------------------------
Walter B. Wriston
*By /s/ GARY L. WILCOX
- --------------------------------
Gary L. Wilcox, Attorney-in-Fact
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
*5.1 Opinion of Perkins Coie LLP
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
*99.1 ICOS Corporation 1989 Stock Option Plan
*99.2 ICOS Corporation 1991 Stock Option Plan for Nonemployee Directors
</TABLE>
*Previously filed as exhibits to Form S-8 Registration Statements filed with the
Commission on July 19, 1996 (File No. 333-08485), June 24, 1994 (File No. 33-
80680), June 21, 1993 (File No. 33-64762) and June 8, 1992 (File No. 33-48401).
<PAGE>
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
The Board of Directors
ICOS Corporation:
We consent to the use of our report incorporated herein by reference.
KPMG LLP
Seattle, Washington
May 10, 1999
