<PAGE>
As filed with the Securities and Exchange Commission
on July 2, 1999
Registration No. 333-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TRANSKARYOTIC THERAPIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3027191
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
195 ALBANY STREET, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices) (Zip Code)
1993 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED
(Full title of the plan)
RICHARD F SELDEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TRANSKARYOTIC THERAPIES, INC.
195 ALBANY STREET
CAMBRIDGE, MASSACHUSETTS 02139
(Name and address of agent for service)
(617) 349-0200
(Telephone number, including area code, of agent for service)
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE PRICE FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 $33.25(1) $66,500,000(1) $18,487
$0.01 par value
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low prices of the Common
Stock on Nasdaq National Market on June 30, 1999 in accordance with
Rules 457(c) and 457(h) of the Securities Act of 1933.
- --------------------------------------------------------------------------------
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents
sent or given to participants in the Registrant's 1993 Long-Term Plan, as
amended and restated, pursuant to Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement of Incorporation by Reference
Except as otherwise set forth below, this Registration Statement on
Form S-8 incorporates by reference the contents of the Registration Statement on
Form S-8, File No. 333 -19915 (the "Initial Registration Statement"), filed by
the Registrant on January 16, 1997, relating to the Registrant's 1993 Long-Term
Incentive Plan.
Item 5 of the Initial Registration Statement is amended and restated in
its entirety as follows:
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock being offered hereby will be
passed upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts.
2
<PAGE>
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 Cambridge, Massachusetts, on the 30th day of June,
1999.
TRANSKARYOTIC THERAPIES, INC.
By /s/ Richard F Selden
---------------------------
Richard F Selden
President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Transkaryotic Therapies,
Inc. hereby severally constitute Richard F Selden and Daniel E. Geffken, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable Transkaryotic Therapies, Inc. to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Richard F Selden President, Chief Executive June 30, 1999
- ----------------------------- Officer and Director (principal
Richard F Selden executive officer)
/s/Daniel E. Geffken Vice President, Finance and June 30, 1999
- ----------------------------- Chief Financial Officer
Daniel E. Geffken (principal financial and
accounting officer)
/s/Rodman W. Moorhead III Chairman of the Board of June 30, 1999
- ------------------------- Directors
Rodman W. Moorhead, III
/s/William R. Miller Director June 30, 1999
- -------------------------
William R. Miller
Director June ___, 1999
- -------------------------
James E. Thomas
</TABLE>
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1(1) Amended and Restated Certificate of Incorporation of the
Registrant
4.2(2) Amended and Restated By-Laws of the Registrant
4.3(3) Specimen Certificate of Common Stock, $0.01 par value per
share, of the Registrant
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (included in the signature page of this
Registration Statement)
</TABLE>
- -----------------------
(1) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996.
(2) Incorporated herein by reference to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997.
(3) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-10845).
5
<PAGE>
EXHIBIT 5.1
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
July 2, 1999
Transkaryotic Therapies, Inc.
195 Albany Street
Cambridge, MA 02139
Re: 1993 LONG-TERM INCENTIVE PLAN, AS AMENDED
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 2,000,000 shares of Common Stock, $0.01 par value
per share (the "Shares"), of Transkaryotic Therapies, a Delaware corporation
(the "Company"), issuable under the Company's 1993 Long-Term Incentive Plan, as
amended (the "Plan").
We have examined the Amended and Restated Certificate of Incorporation of
the Company, and the Amended and Restated By-laws of the Company and originals,
or copies certified to our satisfaction, of all pertinent records of the
meetings of the directors and stockholders of the Company, the Registration
Statement and such other documents relating to the Company as we have deemed
material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the Delaware General Corporation Law statute and the federal laws of
the United States of America.
<PAGE>
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and conditions of the Plan, the Shares
will be validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-XXXXX) pertaining to the 1993 Long-Term Incentive Plan of
our report dated February 5, 1999, with respect to the consolidated financial
statements of Transkaryotic Therapies, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1998, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
June 28, 1999
