As filed with the Securities and Exchange Commission on July 20, 2001
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IDEC PHARMACEUTICALS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 33-0112644
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
3030 CALLAN ROAD
SAN DIEGO, CALIFORNIA 92121
(Address of Principal Executive Offices) (Zip Code)
1988 STOCK OPTION PLAN
(Amended and Restated Through January 16, 2001)
(Full Title of the Plan)
PHILLIP M. SCHNEIDER
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
IDEC PHARMACEUTICALS CORPORATION
3030 CALLAN ROAD, SAN DIEGO, CA 92121
(Name and Address of Agent For Service)
(858) 431-8500
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities to be Amount to be Offering Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
====================================================================================================
1988 Stock Option Plan (Amended and Restated Through January 16,
2001)
Common Stock, $0.0005 par value 5,640,000 shares $52.16 $ 294,182,400.00 $ 73,545.60
====================================================================================================
(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the 1988 Stock Option Plan
(Amended and Restated Through January 16, 2001) by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which results
in an increase in the number of the outstanding shares of the Registrant's
common stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended (the "1933 Act") on the basis of the
average of the high and low selling prices per share of the Registrant's
common stock on July 16, 2001 as reported by The Nasdaq Stock Market.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
IDEC Pharmaceuticals Corporation (the "Registrant," "IDEC
Pharmaceuticals," "we," "our" or "us") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission ("SEC"):
(a) Our Registration Statement on Form S-3/A filed with the SEC
on November 16, 2000, in which there is described the
terms, rights and provisions applicable to our outstanding
common stock, and
(b) Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 filed with the SEC on April 2, 2001,
pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(c) Our Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2001 filed with the SEC on May 15, 2001,
pursuant to Section 13 of the Exchange Act;
(d) Our Definitive Proxy Statement filed with the SEC on April
13, 2001 describing an amendment to our Amended and
Restated Certificate of Incorporation to increase the
number of authorized shares.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which is also deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Amended and Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law. Delaware
law provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except for
liability for (i) any breach of their duty of loyalty to the corporation or its
stockholders, (ii) any acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) any unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law or (iv) any transaction
from which the director derived an improper personal benefit.
Our Bylaws provide that we shall indemnify our directors and may
indemnify our officers and employees and other agents to the fullest extent
permitted by law. We believe that indemnification under our Bylaws covers at
least negligence and gross negligence on the part of indemnified parties. Our
Bylaws also permit us to secure insurance on behalf of any officer, director,
employee or other agent for any liability arising out of his or her actions in
such capacity, regardless of whether the Bylaws have the power to indemnify him
or her against such liability under the General
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Corporation Law of Delaware. We currently have secured such insurance on behalf
of our directors and officers.
We have entered into agreements to indemnify our directors and executive
officers, in addition to indemnification provided for in our Bylaws. These
agreements, among other things, indemnify our directors and executive officers
for certain expenses (including attorneys' fees), judgments, fines and
settlement amounts incurred by any such person in any action or proceeding,
including any action by or in the right of IDEC Pharmaceuticals, arising out of
such person's services as a director or executive officer of IDEC
Pharmaceuticals, any subsidiary of ours or any other company or enterprise to
which the person provides services at our request. We believe that these
provisions and agreements are necessary to attract and retain qualified persons
as directors and executive officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NUMBER EXHIBIT
4 Reference is made to the Registrant's Registration
Statement on Form S-3 filed with the SEC on November
3, 2000, which is incorporated herein by reference.
4.1 Reference is made to the Registrant's Definitive
Proxy Statement filed with the SEC on April 13, 2001,
which is incorporated herein by reference.
5 Opinion of Pillsbury Winthrop LLP.
23.1 Consent of Independent Auditors - KPMG LLP.
23.2 Consent of Pillsbury Winthrop LLP is contained in
Exhibit 5.
24 Reference is made to the signature page of this
Registration Statement.
99.1 1988 Stock Option Plan (Amended and Restated Through
January 16, 2001).
99.2* Form of Notice of Grant.
99.3* Form of Stock Option Agreement.
* Exhibits 99.2 and 99.3 are incorporated herein by
reference to Exhibits 28.2 and 28.3, respectively, of
the Registrant's Registration Statement No. 33-45172
on Form S-8 which was filed with the Securities and
Exchange Commission on January 21, 1992.
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under
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the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the Registrants 1988 Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference into this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions summarized in Item 6 or otherwise, the
Registrant has been informed that in the opinion of the SEC such indemnification
is against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of our counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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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 San Diego, State of California, on this 18th day
of July, 2001.
IDEC PHARMACEUTICALS CORPORATION
By /s/ WILLIAM H. RASTETTER
---------------------------------------
William H. Rastetter, Ph.D.
Chairman, President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of IDEC Pharmaceuticals
Corporation, a Delaware corporation, do hereby constitute and appoint William H.
Rastetter and Phillip M. Schneider, and each of them, the lawful attorneys and
agents, with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, or any one of
them, determines may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, and any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ WILLIAM H. RASTETTER
---------------------------- Chairman, President and July 18, 2001
William H. Rastetter, Ph.D. Chief Executive Officer
(Principal Executive Officer)
/s/ PHILLIP M. SCHNEIDER
---------------------------- Senior Vice President and Chief July 18, 2001
Phillip M. Schneider Financial Officer (Principal
Financial and Accounting Officer)
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Signatures Title Date
---------- ----- ----
/s/ CHARLES C. EDWARDS Director July 18, 2001
-----------------------------
Charles C. Edwards, M.D.
/s/ ALAN B. GLASSBERG Director July 18, 2001
-----------------------------
Alan B. Glassberg, M.D.
/s/ KAZUHIRO HASHIMOTO Director July 18, 2001
-----------------------------
Kazuhiro Hashimoto
/s/ FRANKLIN P. JOHNSON, JR. Director July 18, 2001
-----------------------------
Franklin P. Johnson, Jr.
/s/ ROBERT W. PANGIA Director July 18, 2001
-----------------------------
Robert W. Pangia
/s/ BRUCE R. ROSS Director July 18, 2001
----------------------------
Bruce R. Ross
/s/ LYNN SCHENK Director July 18, 2001
-----------------------------
Lynn Schenk
/s/ WILLIAM D. YOUNG Director July 18, 2001
-----------------------------
William D. Young
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
IDEC PHARMACEUTICALS CORPORATION
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
4 Reference is made to the Registrant's Registration
Statement on Form S-3 filed with the SEC on November
3, 2000, which is incorporated herein by reference.
4.1 Reference is made to the Registrant's Definitive
Proxy Statement filed with the SEC on April 13, 2001,
which is incorporated herein by reference.
5 Opinion of Pillsbury Winthrop LLP.
23.1 Consent of Independent Auditors - KPMG LLP.
23.2 Consent of Pillsbury Winthrop LLP is contained in
Exhibit 5.
24 Reference is made to the signature page of this
Registration Statement.
99.1 1988 Stock Option Plan (Amended and Restated Through
January 16, 2001).
99.2* Form of Notice of Grant.
99.3* Form of Stock Option Agreement.
* Exhibits 99.2 and 99.3 are incorporated herein by
reference to Exhibits 28.2 and 28.3, respectively, of
the Registrant's Registration Statement No. 33-45172
on Form S-8 which was filed with the Securities and
Exchange Commission on January 21, 1992.