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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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 (I.R.S. EMPLOYER
INCORPORATION 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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<CAPTION>
- --------------------------------------------------------------------------------
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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<S> <C> <C> <C> <C>
Common Stock,
par value $.01
per share 750,000 $26.00 $19,500,000 $5,421
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</TABLE>
(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 the Company's Common Stock on January 19, 1999,
$26.00, 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,
1998;
(b) Quarterly Reports on Form 10-Q for the quarters ended June 30,
1998, and September 30, 1998;
(c) Current Report on Form 8-K dated 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 Registration Statement
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 Registration Statement 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 Registration
Statement.
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.
24 Power of Attorney (included in signature page).
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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 the City of Cambridge, Commonwealth of Massachusetts, on January
22, 1999
ALKERMES, INC.
By /s/ Richard F. Pops
------------------------------
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 James M. Frates, 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.
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Signature Title Date
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<S> <C> <C>
/s/ Michael A. Wall Director and January 22, 1999
- ---------------------------- Chairman of the
Michael A. Wall Board
/s/ Richard F. Pops Director and Chief January 22, 1999
- ---------------------------- Executive Officer
Richard F. Pops (Principal
Executive Officer)
/s/ Robert A. Breyer Director, President January 22, 1999
- ---------------------------- and Chief Operating
Robert A. Breyer Officer
</TABLE>
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<S> <C> <C>
/s/ James M. Frates Vice President, Chief January 22, 1999
- --------------------------- Financial Officer and
James M. Frates Treasurer (Principal
Financial Officer
and Principal
Accounting Officer)
/s/ Floyd E. Bloom Director January 22, 1999
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Floyd E. Bloom
/s/ John K. Clarke Director January 22, 1999
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John K. Clarke
/s/ Alexander Rich Director January 22, 1999
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Alexander Rich
/s/ Paul Schimmel Director January 22, 1999
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Paul Schimmel
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EXHIBIT INDEX
Number Exhibit
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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).
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.
24 Power of Attorney (included in signature page).
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Exhibit 5
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
January 21, 1999
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 and sold 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 non-assessable.
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 22, 1998, appearing in the
Annual Report on Form 10-K of Alkermes, Inc. for the year ended March 31, 1998.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
January 21, 1999
