<PAGE>
As filed with the Securities and Exchange Commission on July 10, 1998
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.)
------------------------
333 Lakeside Drive
Foster City, CA 94404
------------------------
(Address of principal executive offices)
------------------------
1991 Stock Option Plan
Employee Stock Purchase Plan
------------------------
(Full title of the plans)
Mark L. Perry, Esq.
Senior Vice President, Chief Financial Officer and General Counsel
Gilead Sciences, Inc.
333 Lakeside Drive
Foster City, CA 94404
(650) 574-3000
--------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
Copies to:
Julia L. Davidson, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843-5000
------------------------
Page 1 of _______
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 1,300,000 $25.50 $33,150,000 $9,779.25
value $.001)
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and
aggregate offering price are based upon the closing sales price of
Registrant's Common Stock on July 8, 1998 as reported on the Nasdaq
National Market.
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 33-46058
The contents of Registration Statement on Form S-8 No.
33-46058 filed with the Securities and Exchange Commission on March 3, 1992
is incorporated by reference herein.
EXHIBITS
EXHIBIT
NUMBER
- -------
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages
99.1* 1991 Stock Option Plan, as amended as of January 22, 1998
99.2** Employee Stock Purchase Plan, as amended as of January 22, 1998
* Incorporated by reference to Exhibit 10.8 of the Registrant's Annual Report
for the year ended December 31, 1997 on Form 10-K (file No. 0-19731).
** Incorporated by reference to Exhibit 10.7 of the Registrant's Annual Report
for the year ended December 31, 1997 on Form 10-K (file No. 0-19731).
1
<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, State of California,
on July 10, 1998.
GILEAD SCIENCES, INC.
By: /s/ John C. Martin
-------------------------------------
Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER
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 or any one 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 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 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.
2
<PAGE>
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C> <C>
/s/ John C. Martin President, Chief July 10, 1998
-------------------------------- Executive Officer
John C. Martin and Director
/s/ Mark L. Perry Senior Vice President, July 10, 1998
-------------------------------- Chief Financial Officer
Mark L. Perry and General Counsel
/s/ Paul Berg Director July 10, 1998
--------------------------------
Paul Berg
/s/ Etienne Davignon Director July 10, 1998
--------------------------------
Etienne F. Davignon
/s/ James M. Denny, Sr. Director July 10, 1998
--------------------------------
James M. Denny, Sr.
/s/ George P. Shultz Director July 10, 1998
--------------------------------
George P. Shultz
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER
<S> <C> <C> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages.
99.1* 1991 Stock Option Plan, as amended as of January 22, 1998
99.2** Employee Stock Purchase Plan, as amended as of January 22, 1998
</TABLE>
* Incorporated by reference to Exhibit 10.8 of the Registrant's Annual Report
for the year ended December 31, 1997 on Form 10-K (file No. 0-19731).
** Incorporated by reference to Exhibit 10.7 of the Registrant's Annual Report
for the year ended December 31, 1997 on Form 10-K (file No. 0-19731).
4
<PAGE>
July 10, 1998
GILEAD SCIENCES, INC.
333 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 One Million Three Hundred
Thousand (1,300,000) shares of the Company's Common Stock, $.001 par value, (the
"Shares") pursuant to its 1991 Stock Option Plan and its Employee Stock Purchase
Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and Bylaws, as amended,
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, when sold and issued in accordance with the Plans, 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 LLP
By: /s/ James C. Gaither
-------------------------------------------
James C. Gaither
cc: Mark L. Perry
Senior Vice President, Chief Financial Officer and General Counsel
Gilead Sciences, Inc.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1991 Stock Option Plan and Employee Stock Purchase
Plan of Gilead Sciences, Inc. of our report dated January 23, 1998, with respect
to the consolidated financial statements of Gilead Sciences, Inc. incorporated
by reference in the Registration Statement (Form S-8 No. 33-46058) filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
July 10, 1998
