As filed with the Securities and Exchange Commission on September 9,1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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:
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
Common Stock, . 1,500,000
.001 par value shares $19.25 $28,875,000 $8518.13
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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 4, 1998.
_________________
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
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 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 July 16, 1997 (File No. 333-31413), October 4, 1996
(File No. 333-13449), 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 previously filed by Registrant with the
Commission are hereby 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, 1997;
(2) Registrant's Quarterly Reports on Form 10-Q (File No. 0-27488)
for the quarters ended March 31, 1998 and June 30, 1998;
(3) Registrant's Current Report on Form 8-K, as amended on Form
8-K/A, dated January 22, 1998;
(4) Registrant's Current Reports on Form 8-K dated June 12, 1998,
August 17, 1998 and September 2, 1998 (File No. 0-27488);
(5) The description of the 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
Section 13(a), 13(c), 14 or 15(d) of the 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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EXHIBITS
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Exhibit
Number. Exhibit
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5.1 Opinion of Pillsbury Madison & Sutro LLP.
10.18 1998 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).
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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,
there-unto duly authorized, in the City of Palo Alto, State of California, on
September 2, 1998.
INCYTE PHARMACEUTICALS, INC.
By /s/ ROY A. WHITFIELD
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Roy A. Whitfield
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
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
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Signature Title Date
- ------------------------- ------------------------------ -----------------
/s/ ROY A. WHITFIELD Chief Executive Officer September 2, 1998
- ------------------------- (Principal Executive Officer)
Roy A. Whitfield and Director
/s/ DENISE M. GILBERT Executive Vice President, September 2, 1998
- ------------------------- Finance and
Denise M. Gilbert Chief Financial Officer
(Principal Financial Officer)
/s/ WILLIAM DELANEY Corporate Controller September 2, 1998
- ------------------------- (Principal Accounting Officer)
William Delaney
/s/ JEFFREY J. COLLINSON Chairman of the Board September 2, 1998
- -------------------------
Jeffrey J. Collinson
/s/ RANDAL W. SCOTT Director September 2, 1998
- -------------------------
Randal W. Scott
/s/ BARRY M. BLOOM Director September 2, 1998
- -------------------------
Barry M. Bloom
/s/ FREDERICK B. CRAVES Director September 2, 1998
- -------------------------
Frederick B. Craves
/s/ JON S. SAXE Director September 2, 1998
- -------------------------
Jon S. Saxe
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INDEX TO EXHIBITS
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Exhibit
Number. Exhibit
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5.1 Opinion of Pillsbury Madison & Sutro LLP.
10.18 1998 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).
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EXHIBIT 5.1
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{PILLSBURY MADISON & SUTRO LLP LETTERHEAD]
September 2, 1998
Incyte Pharmaceuticals, Inc.
3174 Porter Drive
Palo Alto, CA 94304
Re: Registration Statement on Form S-8
Ladies and 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 1,500,000 shares of the Company's Common Stock issuable pursuant
to the Company's 1991 Stock Plan, as amended (the "Stock Plan"), it is our
opinion that such shares of the Common Stock of the Company, when issued and
sold in accordance with the Stock Plan, will be duly authorized and legally
issued and are 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 10.18
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1998 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 July 16, 1997 (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
6,300,000 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 April 7, 1998 and the approval by the
stockholders of this Amendment on June 15, 1998, the Company has caused its
authorized officer to execute the same.
INCYTE PHARMACEUTICALS, INC.
By /s/ ROY A. WHITFIELD
-------------------------
President and Chief Executive
Officer
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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 January 12, 1998, except for "Principles of Consolidation"
in Note 1 and paragraph 3 of Note 7 as to which the date is January 22, 1998,
with respect to the consolidated financial statements of Incyte
Pharmaceuticals, Inc. included in its Current Report on Form 8-K dated June
12, 1998, for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
September 2, 1998
