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As filed with the Securities and Exchange Commission on July 16, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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INCYTE PHARMACEUTICALS, INC.
(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:
Chief Executive Officer STANTON D. WONG, ESQ.
Incyte Pharmaceuticals, Inc. SALLY BRAMMELL, ESQ.
3174 Porter Drive Pillsbury Madison & Sutro LLP
Palo Alto, California 94304 P.O. Box 7880
(415) 855-0555 San Francisco, CA 94120
(Name, address and telephone number, (415) 983-1000
including area code, of agent for service)
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<CAPTION>
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(2)
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<S> <C> <C> <C> <C>
Common Stock, 400,000 $63.0625 $25,225,000 $7,644.00
$.001 par value shares
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(1) Calculated pursuant to General Instruction E to Form S-8.
(2) Pursuant to Rule 457(h)(1), the proposed maximum offering price and the
registration fee have been computed on the basis of the high and low
prices of the Common Stock on The Nasdaq National Market on July 9, 1997.
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The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
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INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
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 a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
Registrant's Form S-8 Registration Statements filed with the Securities
and Exchange Commission on October 4, 1996, File No. 333-13449; June 20, 1995,
File No. 33-93666 and 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
Statement:
(1) Registrant's Annual Report on Form 10-K (File No. 0-27488) for the
fiscal year ended December 31, 1996;
(2) Registrant's Quarterly Report on Form 10-Q (File No. 0-27488) for the
quarter ended
March 31, 1997; and
(3) The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-A filed January 5, 1996 (File No. 0-27488).
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.
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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 Palo Alto, State of California, on July 15, 1997.
INCYTE PHARMACEUTICALS, INC.
By ROY A. WHITFIELD
---------------------------------
Roy A. Whitfield
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roy A. Whitfield, Randal W. Scott and Denise M.
Gilbert 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
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
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<CAPTION>
Signature Title Date
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<S> <C> <C>
ROY A. WHITFIELD Chief Executive Officer (Principal July 15, 1997
- ---------------------------- Executive Officer) and Director
Roy A. Whitfield
DENISE M. GILBERT Executive Vice President and Chief July 15, 1997
- ---------------------------- Financial Officer (Principal Financial
Denise M. Gilbert Officer)
JANET L. NIBEL Director, Finance and Administration July 15, 1997
- ---------------------------- (Principal Accounting Officer)
Janet L. Nibel
JEFFREY J. COLLINSON Chairman of the Board July 15, 1997
- ----------------------------
Jeffrey J. Collinson
BARRY M. BLOOM Director July 15, 1997
- ----------------------------
Barry M. Bloom
FREDERICK B. CRAVES Director July 15, 1997
- ----------------------------
Frederick B. Craves
JON S. SAXE Director July 15, 1997
- ----------------------------
Jon S. Saxe
RANDAL W. SCOTT Director July 15, 1997
- ----------------------------
Randal W. Scott
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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5.1 Opinion of Pillsbury Madison & Sutro LLP regarding legality of
securities to be offered.
10.1 1997 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).
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EXHIBIT 5.1
[PILLSBURY MADISON & SUTRO LLP LETTERHEAD]
July 15, 1997
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
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EXHIBIT 10.1
1997 AMENDMENT TO THE
1991 STOCK PLAN
OF INCYTE PHARMACEUTICALS, INC.
THIS AMENDMENT amends the 1991 Stock Plan of Incyte Pharmaceuticals, Inc.
(the "Company"), as last amended as of May 21, 1996 (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.
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 2,400,000 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, 1997 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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As its Chief Executive Officer and Treasurer
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EXHIBIT 23.1
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 7, 1997, with respect to the consolidated financial
statements of Incyte Pharmaceuticals, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
July 14, 1997
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