<PAGE>
As filed with the Securities and Exchange Commission on July 12, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
GILEAD SCIENCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3047598
(State of Incorporation) (I.R.S. Employer
Identification No.)
-----------------------------
353 LAKESIDE DRIVE
FOSTER CITY, CALIFORNIA 94404
(415) 574-3000
(Address and telephone number of principal executive offices)
-----------------------------
1991 STOCK OPTION PLAN
(Full title of the plans)
Mark L. Perry, Esq.
Vice President, Chief Financial Officer and General Counsel
GILEAD SCIENCES, INC.
353 Lakeside Drive
Foster City, CA 94404
(415) 574-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------------
Copy to:
Julia L. Davidson, Esq.
Cooley Godward Castro Huddleson & Tatum
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(415) 843-5000
-----------------------------
Total Number of Pages:
Exhibit Index at Page:
<PAGE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.001) 2,250,000 $23.25 $52,312,500 $18,039
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1). The price per share
and aggregate offering price are based upon the average of the high and low
prices of Registrant's Common Stock on July 11, 1996 as reported on
the Nasdaq Stock Market.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
<PAGE>
PART II
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Gilead Sciences, Inc. (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference into this Registration Statement:
a. The contents of Registration Statement on Form S-8 No. 33-62060 filed
with the Commission on May 3, 1993.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
EXHIBITS
EXHIBIT
NUMBER
- ------
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of Ernst & Young LLP
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in
Exhibit 5.1 to this Registration Statement
24.1 Power of Attorney is contained on the signature page
99.1* 1991 Stock Option Plan, as amended October 17, 1995
- ---------------
* Incorporated by reference to Exhibit 10.8 of the Registrant's Registration
Statement on Form S-3 filed January 23,1996 (File No. 333-868).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Foster City, County of San Mateo, State of
California, on ____________, 1996.
GILEAD SCIENCES, INC.
By: /s/ John C. Martin
------------------------------------------
John C. Martin
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John C. Martin and Mark L. Perry, and
each of them, his true and lawful attorney-in-fact and agent, 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 all
exhibits thereto, and other documents in connection therewith, with the
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 in connection therewith, 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 any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Michael L. Riordan Chairman of the Board July 11, 1996
- --------------------------
Michael L. Riordan
/s/ John C. Martin President, Chief Executive Officer July 11, 1996
- -------------------------- and Director
John C. Martin (Principal Executive Officer)
/s/ Mark L. Perry Vice President, Chief Financial July 11, 1996
- -------------------------- Officer and General Counsel
Mark L. Perry (Principal Financial and
Accounting Officer)
Director , 1996
- ------------------------- --------
Etienne F. Davignon
/s/ James M. Denny Director July 11, 1996
- -------------------------
James M. Denny
/s/ Gordon E. Moore Director July 11, 1996
- -------------------------
Gordon E. Moore
/s/ Donald H. Rumsfeld Director July 11, 1996
- -------------------------
Donald H. Rumsfeld
/s/ George P. Shultz Director July 11, 1996
- -------------------------
George P. Shultz
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of Ernst & Young LLP
23.2 Consent of Cooley Godward Castro Huddleson & Tatum
is contained in Exhibit 5.1 to this Registration
Statement
24.1 Power of Attorney is contained on the signature
page
99.1* 1991 Stock Option Plan, as amended October 17, 1995.
- ---------
* Incorporated by reference to Exhibit 10.8 of the Registrant's Registration
Statement on Form S-3 filed January 23, 1996 (File No. 333-868).
<PAGE>
[LETTERHEAD]
July 11, 1996
Gilead Sciences, Inc.
353 Lakeside Drive
Foster City, CA 94404
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Gilead Sciences, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 2,250,000 shares of the
Company's common stock, $.001 par value (the "Common Stock"), pursuant to its
1991 Stock Option Plan, as amended (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and Bylaws and such other
documents, records, certificates, memoranda and other instruments as we deem
necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the shares of Common Stock, when sold and issued in accordance with the
Plan, the Registration Statement and related Prospectus, will be validly issued,
fully paid, and nonassessable (except as to shares issued pursuant to certain
deferred payment arrangements, which will be fully paid and nonassessable when
such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
By: /s/ Deborah A. Marshall
-----------------------
Deborah A. Marshall
21126582
<PAGE>
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 Option Plan of Gilead Sciences, Inc.
of our report dated January 18, 1996, with respect to the consolidated
financial statements of Gilead Sciences, Inc. incorporated by reference in
its Annual Report (Form 10-K) for the year ended December 31, 1995, filed
with the Securities and Exchange Commission ("SEC").
/s/ ERNST & YOUNG LLP
Palo Alto, California
July 11, 1996
