<PAGE> 1
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------------------
Alkermes, Inc.
------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Pennsylvania 23-2472830
------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
64 Sidney Street, Cambridge, Massachusetts 02139-4234
------------------------------------------ ---------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Alkermes, Inc.
Stock Option Plan for Non-Employee Directors
1998 Equity Incentive Plan
--------------------------
(FULL TITLE OF THE PLAN)
Richard F. Pops
Chief Executive Officer
Alkermes, Inc.
64 Sidney Street
Cambridge, Massachusetts 02139-4234
---------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(617) 494-0171
-----------------------------------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
with a copy to:
Jennifer L. Miller, Esquire
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street
Philadelphia, Pennsylvania 19103-7599
(215) 665-8500
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
Par value $.01 per
share 201,616(3) $37.97 $7,655,360 $2,021
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
(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 October 20, 2000,
$37.97, as reported on the Nasdaq National Market for securities of the
same class as those to be offered.
(3) This registration statement relates to 200,000 shares of Common Stock, $.01
par value per share, reserved for issuance under the Stock Option Plan for
Non-Employee Directors (the "Director Plan"), which shares are in addition
to 300,000 shares of Common Stock, $.01 par value per share, previously
registered pursuant to a Registration Statement on Form S-8 and filed with
the Securities and Exchange Commission (Registration No. 333-13283) and
1,616 shares of Common Stock, $.01 par value per share, reserved for
issuance under the 1998 Equity Incentive Plan (the "1998 Plan"), which
shares are in addition to 917,354 shares of Common Stock, $.01 par value
per share, previously registered pursuant to a Registration Statement on
Form S-8 (Registration No. 333-89575) and filed with the Securities and
Exchange Commission. The current filing is being made to register the
200,000 shares which are issuable under the Director Plan and the 1,616
shares which are issuable under the 1998 Plan.
<PAGE> 3
Part I and Items 4-7 and 9 of Part II of Alkermes, Inc.'s Registration
Statements on Form S-8 (File Nos. 333-13283 and 333-89575) 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, 2000;
(b) Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;
(c) Current Reports on Form 8-K dated March 30, 2000, April 28, 2000 and
June 12, 2000; 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 Specimen of Non-Voting Common Stock Certificate of Alkermes, Inc.
(Incorporated by reference to Exhibit 4.4 to the Registrant's Report
on form 10-K for the fiscal year ended March 31, 1999).
4.4 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)).
II-1
<PAGE> 4
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).
99.1 Alkermes, Inc. Stock Option Plan for Non-Employee Directors.
99.2 Alkermes, Inc. 1998 Equity Incentive Plan (Incorporated by reference
to Exhibit 10.6 to the Registrant's Report on Form 10-K for the fiscal
year ended March 31, 1999).
II-2
<PAGE> 5
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 October
27, 2000.
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.
Signature Title Date
--------- ----- ----
/s/ Michael A. Wall Director and October 27, 2000
------------------------ Chairman of the Board
Michael A. Wall
/s/ Richard F. Pops Director and Chief October 27, 2000
------------------------ Executive Officer
Richard F. Pops (Principal Executive Officer)
/s/ Robert A. Breyer Director, President October 27, 2000
------------------------ and Chief Operating Officer
Robert A. Breyer
II-3
<PAGE> 6
/s/ James M. Frates Vice President, Chief October 27, 2000
------------------------ Financial Officer and Treasurer
James M. Frates (Principal Financial Officer
and Principal Accounting Officer)
/s/ Floyd E. Bloom Director October 27, 2000
------------------------
Floyd E. Bloom
/s/ John K. Clarke Director October 27, 2000
------------------------
John K. Clarke
Director
------------------------
Alexander Rich
/s/ Paul Schimmel Director October 27, 2000
------------------------
Paul Schimmel
II-4
<PAGE> 7
EXHIBIT INDEX
Number Exhibit
------ -------
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 Specimen of Non-Voting Common Stock Certificate of Alkermes, Inc.
(Incorporated by reference to Exhibit 4.4 to the Registrant's Report
on form 10-K for the fiscal year ended March 31, 1999).
4.4 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).
99.1 Alkermes, Inc. Stock Option Plan for Non-Employee Directors.
99.2 Alkermes, Inc. 1998 Equity Incentive Plan (Incorporated by reference
to Exhibit 10.6 to the Registrant's Report on Form 10-K for the fiscal
year ended March 31, 1999).
