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As filed with the Securities and Exchange Commission on October 4, 1996.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INCYTE PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-3136539
______________________________ ________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3174 Porter Drive
Palo Alto, California 94304
________________________________ ________________________________
(Address of Principal Executive Offices) (Zip Code)
1991 STOCK PLAN OF INCYTE PHARMACEUTICALS, INC.
________________________________________________________
(Full title of the plan)
ROY A. WHITFIELD Copy to:
President and Chief Executive Officer STANTON D. WONG, ESQ.
Incyte Pharmaceuticals, Inc. Pillsbury Madison & Sutro LLP
3174 Porter Drive P.O. Box 7880
Palo Alto, California 94304 San Francisco, CA 94120
(415) 855-0555 (415) 983-1000
____________________________ ____________________________
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered(1) per Share(2) Offering Price(2) Fee
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Common Stock, 400,000 $46.75 $18,700,000 $5,667.00
$.001 par value shares
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(1) Calculated pursuant to General Instruction E to Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low sales
prices of the Company's Common Stock on The Nasdaq National Market
on September 27, 1996.
_________________
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
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Page 1 of 8 Pages
Exhibit Index Appears on Page 5
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INFORMATION REQUIRED PURSUANT
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TO GENERAL INSTRUCTION E TO FORM S-8
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GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which
Registration Statements of the Registrant on Form S-8 relating to the same
employee benefit plan are effective.
Registrant's Form S-8 Registration Statements filed with the Securities
and Exchange Commission on June 20, 1995, File No. 33-93666 and on March 10,
1994, File No. 33-76344 are hereby incorporated by reference.
Part II
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration State-
ment:
(1) Registrant's Annual Report on Form 10-K (File No. 0-27488) for the
fiscal year ended December 31, 1995;
(2) Registrant's Quarterly Reports on Form 10-Q (File No. 0-27488) for
the quarters ended March 31, 1996 and June 30, 1996;
(3) Registrant's Current Report on Form 8-K (File No. 0-27488) filed
with the Securities and Exchange Commission on September 2, 1996; and
(4) The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A filed October 7, 1993 (File
No. 1-12400).
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Page 2 of 8 Pages
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SIGNATURES
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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 Palo Alto, State of California,
on October 2, 1996.
INCYTE PHARMACEUTICALS, INC.
By /s/ Roy A. Whitfield
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Roy A. Whitfield
President and
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roy A. Whitfield and Randal W. Scott, and each
of them, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registra-
tion Statement has been signed by the following persons in the capacities and on
the date indicated:
Signature Title Date
--------- ----- ----
/s/ Roy A. Whitfield President, Chief Executive Officer October 2, 1996
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Roy A. Whitfield (Principal Executive Officer) and Director
/s/ Denise M. Gilbert Executive Vice President, Finance and October 2, 1996
- ---------------------
Denise M. Gilbert Chief Financial Officer (Principal
Financial Officer)
/s/ Janet L. Nibel Controller and Director, Finance and October 2, 1996
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Janet L. Nibel Administration (Principal Accounting
Officer)
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Signature Title Date
--------- ----- ----
/s/ Jeffrey J. Collinson Chairman of the Board October 2, 1996
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Jeffrey J. Collinson
/s/ Barry M. Bloom Director October 2, 1996
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Barry M. Bloom
/s/ Frederick B. Craves Director October 2, 1996
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Frederick B. Craves
/s/ Jon S. Saxe Director October 2, 1996
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Jon S. Saxe
/s/ Randal W. Scott Director October 2, 1996
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Randal W. Scott
Page 4 of 8 Pages
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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5.1 Opinion regarding legality of
securities to be offered.
10.1 1996 Amendment to the 1991 Stock Plan
23.1 Consent of Ernst & Young LLP,
Independent Auditors.
23.2 Consent of Pillsbury Madison &
Sutro LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page 3).
Page 5 of 8 Pages
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EXHIBIT 5.1
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[PILLSBURY MADISON & SUTRO LLP LETTERHEAD]
October 4, 1996
Incyte Pharmaceuticals, Inc.
3174 Porter Drive
Palo Alto, CA 94304
Re: Registration Statement on Form S-8
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Incyte Pharmaceuticals, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, relating
to 400,000 shares of the Company's Common Stock issuable pursuant to the
Company's 1991 Stock Plan (the "1991 Plan"), it is our opinion that such
shares of the Common Stock of the Company, when issued and sold in accordance
with the 1991 Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
Page 6 of 8 Pages
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Exhibit 10.1
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1996 AMENDMENT TO THE
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1991 STOCK PLAN
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OF INCYTE PHARMACEUTICALS, INC.
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THIS AMENDMENT amends the 1991 Stock Plan of Incyte Pharmaceuticals, Inc.
(the "Company"), as last amended and restated on March 22, 1995 (the "Plan").
Unless specifically otherwise defined, each term used herein shall have the
meaning assigned to such term in the Plan.
W I T N E S S E T H:
WHEREAS, the Board of Directors has determined that it is in the best
interest of the Company to amend the Plan to increase the number of shares
authorized for issuance thereunder:
NOW THEREFORE, the Plan is hereby amended as follows:
1. Stock Subject to the Plan.
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1.1 Section 5, paragraph (a) of the Plan shall be amended by deleting
the second sentence and replacing it with the following:
"The aggregate number of Shares which may be issued under the Plan
(upon exercise of Options or other rights to acquire Shares) shall not
exceed 2,000,000 Shares, subject to adjustment pursuant to Section 9."
2. Date of Amendment. To record the adoption of this Amendment to the
-----------------
Plan by the Board of Directors as of May 21, 1996 and the approval by the
stockholders of this Amendment on such date, the Company has caused its
authorized officer to execute the same.
INCYTE PHARMACEUTICALS, INC.
By /s/ Roy A. Whitfield
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President and Chief Executive
Officer
Page 7 of 8 Pages
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Exhibit 23.1
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1991 Stock Plan of Incyte Pharmaceuticals, Inc.
of our report dated February 8, 1996, with respect to the financial
statements of Incyte Pharmaceuticals, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1995, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
October 3, 1996
Page 8 of 8 Pages
