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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Alkermes, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Pennsylvania 23-2472830
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(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
64 Sidney Street
Cambridge, Massachusetts 02139-4234
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Alkermes, Inc.
Amended and Restated 1990
Omnibus Stock Option Plan, as Amended
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(FULL TITLE OF THE PLAN)
Richard F. Pops
Chief Executive Officer
Alkermes, Inc.
64 Sidney Street
Cambridge, Massachusetts 02139-4234
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(617) 494-0171
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
with a copy to:
Morris Cheston, Jr., Esquire
Martha J. Hays, Esquire
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street
Philadelphia, Pennsylvania 19103-7599
(215) 665-8500
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee
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Common Stock,
par value $.01
per share 750,000 $23.1875 $17,390,625 $5,131
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(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
this registration statement shall be deemed to cover an indeterminate
number of additional shares of Common Stock issuable in the event the
number of outstanding shares of the Company is increased by split-up,
reclassification, stock dividend and the like.
(2) Estimated solely for the purpose of calculating the registration fee.
In accordance with Rule 457(h), the price shown is based upon the
average of the high and low price of Alkermes, Inc. Common Stock on
April 14, 1998, $23.1875 as reported on the Nasdaq National Market for
securities of the same class as those to be offered.
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Part I and Items 4-7 and 9 of Part II of Alkermes, Inc.'s
Registration Statement on Form S-8 (File No. 33-44752) are incorporated by
reference herein pursuant to Instruction E of Form S-8.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") by Alkermes, Inc. (the "Company") (File No. 0-19267) or
pursuant to the Securities Act of 1933, as amended (the "Securities Act") are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
March 31, 1997;
(b) Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1997, September 30, 1997 and December 31,
1997;
(c) Current Reports on Form 8-K dated September 30, 1997,
February 18, 1998, February 27, 1998 and April 15,
1998; and
(d) Item 1 of Registration Statement of the Company on
Form 8-A dated June 28, 1991, as amended by a Report
on Form 8-A/A dated January 17, 1997.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the date of this Prospectus and
prior to the termination of the offering shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated by reference or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that such statement is
modified or superseded by any other subsequently filed document which is
incorporated or is deemed to be incorporated by reference herein. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
ITEM 8. EXHIBITS.
4.1 Specimen of Stock Certificate of Alkermes, Inc. (Incorporated
by reference to Exhibit 4 to the Registrant's Registration
Statement on Form S-1 as amended (File No. 33-40250)).
4.2 Specimen of Preferred Stock Certificate of Alkermes, Inc.
(Incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-3 (File No. 333-50157)).
4.3 Second Amended and Restated Articles of Incorporation of
Alkermes, Inc. effective July 23, 1991. (Incorporated by
reference to Exhibit 4.1(a) to the Registrant's Report on Form
10-Q for the quarter ended June 30, 1991).
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4.4 Amendment to Second Amended and Restated Articles of
Incorporation, as filed with the Pennsylvania Secretary of
State on November 1, 1991. (Incorporated by reference to
Exhibit 4.1(c) to the Registrant's Report on Form 10-Q for the
quarter ended September 30, 1991).
4.5 Amendment to the Second Amended and Restated Articles of
Incorporation, as amended, as filed with the Pennsylvania
Secretary of State on February 12, 1993. (Incorporated by
reference to Exhibit 4.1(d) to the Registrant's Report on form
10-Q for the quarter ended December 31, 1992).
4.6 Amendment to Second Amended and Restated Articles of
Incorporation, as filed with the Pennsylvania Secretary of
State on February 26, 1998 (Incorporated by reference to
Exhibit 4.6 to the Registrant's Registration Statement on Form
S-3 (File No. 333- 50157)).
4.7 Indenture, dated as of March 1, 1998, between the Registrant
and State Street Bank and Trust Company, as trustee
(Incorporated by reference to Exhibit 4.7 to the Registrant's
Registration Statement on Form S-3 (File No. 333-50157)).
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the
legality of the securities to be offered.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as
part of Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
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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 Cambridge, Commonwealth of Massachusetts, on April 17, 1998.
ALKERMES, INC.
By /s/ Richard F. Pops
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Richard F. Pops
Chief Executive Officer
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.
Each person whose signature appears below in so signing also
makes, constitutes and appoints Richard F. Pops and Michael J. Landine, and each
of them, his true and lawful attorney-in-fact, with full power of substitution,
for him in any and all capacities, to execute and cause to be filed with the
Securities and Exchange Commission any and all amendments and post-effective
amendments to this Registration Statement, with exhibits thereto and other
documents in connection therewith, and hereby ratifies and confirms all that
said attorney-in-fact or his substitute or substitutes may do or cause to be
done by virtue hereof.
Signature Title Date
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/s/ Michael A. Wall Director and April 17, 1998
- ------------------------- Chairman of the
Michael A. Wall Board
/s/ Richard F. Pops Director and Chief April 17, 1998
- ------------------------- Executive Officer
Richard F. Pops (Principal
Executive Officer)
/s/ Robert A. Breyer Director, President April 17, 1998
- ------------------------- and Chief Operating
Robert A. Breyer Officer
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/s/ Michael J. Landine Senior Vice President, April 17, 1998
- ------------------------- Chief Financial Officer and
Michael J. Landine Treasurer
(Principal Financial Officer
and Principal Accounting
Officer)
/s/ Floyd Bloom Director April 17, 1998
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Floyd Bloom
/s/ John K. Clarke Director April 17, 1998
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John K. Clarke
/s/ Robert S. Langer Director April 17, 1998
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Robert S. Langer
/s/ Alexander Rich Director April 17, 1998
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Alexander Rich
/s/ Paul Schimmel Director April 17, 1998
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Paul Schimmel
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EXHIBIT INDEX
Number Exhibit
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5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the
legality of the securities to be offered.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as
part of Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
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Exhibit 5
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103
April 17, 1998
Alkermes, Inc.
64 Sidney Street
Cambridge, MA 02139-4234
Re: Additional Shares of Alkermes, Inc.
Common Stock to be Issued Pursuant to
Alkermes, Inc. Amended and Restated
1990 Omnibus Stock Option Plan, as Amended
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Gentlemen:
We have acted as counsel to Alkermes, Inc. (the "Company") in
connection with the Company's Amended and Restated 1990 Omnibus Stock Option
Plan, as amended (the "Plan"), and the registration and issuance of up to an
additional 750,000 shares of the Company's common stock, par value $0.01 per
share, (the "Additional Shares") pursuant to the terms thereof.
The opinion expressed below is based on the assumption that a
Registration Statement on Form S-8 (the "Registration Statement") with respect
to the Additional Shares will have been filed by the Company with the Securities
and Exchange Commission and will have become effective before any of the
Additional Shares are issued and that persons acquiring the Additional Shares
will do so strictly in accordance with the terms of the Plan and will receive a
prospectus containing all the information required by Part I of Form S-8 before
acquiring such Additional Shares.
Based on the foregoing, we are of the opinion that the
Additional Shares, when issued by the Company to the purchasers of the
Additional Shares in accordance with the terms and conditions of the Plan, will
be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Alkermes, Inc. on Form S-8 of our report dated May 23, 1997, appearing in the
Annual Report on Form 10-K of Alkermes, Inc. for the year ended March 31, 1997.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
April 18, 1998
