As filed with the Securities and Exchange Commission on January 29, 2001.
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INCYTE GENOMICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3136539
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3160 Porter Drive
Palo Alto, California 94304
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(Address of Principal Executive Offices) (Zip Code)
OPTIONS ASSUMED BY INCYTE GENOMICS, INC. ORIGINALLY GRANTED UNDER THE
PROTEOME, INC. 1998 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
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(Full title of the plan)
Copy to:
ROY A. WHITFIELD
Chief Executive Officer STANTON D. WONG
Incyte Genomics, Inc. Pillsbury Winthrop LLP
3160 Porter Drive P.O. Box 7880
Palo Alto, California 94304 San Francisco, CA 94120
(650) 855-0555 (415) 983-1000
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(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount To Offering Price Aggregate Offering Amount of
To Be Registered Be Registered per Share(1) Price(1) Registration Fee
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Common Stock, $.001 par value(2) 216,953 $0.01-$8.19 $1,649,160 $413
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(1) Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended. The offering prices are based upon the exercise prices for
options previously granted by Proteome, Inc.
(2) Associated with the Common Stock are Series A Participating Preferred Stock
Purchase Rights that will not be exercisable or evidenced separately from
the Common Stock prior to the occurrence of certain events.
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The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
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Incyte Genomics, Inc. (the "Registrant") acquired all of the issued and
outstanding capital stock of Proteome, Inc. ("Proteome") pursuant to an
Agreement and Plan of Merger, dated as of December 21, 2000, among the
Registrant, Proteome and Donner Acquisition Corporation. The shares to be
registered hereunder are issuable pursuant to options assumed by the Registrant
that were originally granted under the Proteome, Inc. 1998 Employee, Director
and Consultant Stock Option Plan, as amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Registrant (File No. 0-27488) with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30, and September 30, 2000;
(3) The Registrant's Current Reports on Form 8-K dated February 17,
February 22, February 24, March 24, July 25, August 25, and December 21, 2000,
and January 10, 2001;
(4) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on January 5, 1996; and
(5) The description of the Registrant's Series A Participating
Preferred Stock Purchase Rights contained in the Registration Statement on Form
8-A filed with the Securities and Exchange Commission on September 30, 1998.
In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article VII of the Registrant's
Restated Certificate of Incorporation and Article V of the Registrant's Bylaws
provide for indemnification of the Registrant's directors, officers, employees
and other agents to the extent and under the circumstances permitted by the
Delaware General Corporation Law. The Registrant has also entered into
agreements with its directors and officers that will require the Registrant,
among other things, to indemnify them against certain liabilities that may arise
by reason of their status or service as directors or officers to the fullest
extent not prohibited by law.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Pillsbury Winthrop LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
99.1 Proteome, Inc. 1998 Employee, Director and Consultant Stock Option
Plan.
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 Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(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 offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 its 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 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, 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 Palo Alto, State of California, on January 26, 2001.
INCYTE GENOMICS, INC.
By /S/ ROY A. WHITFIELD
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Roy A. Whitfield
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roy A. Whitfield and John M. Vuko, 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 dates indicated.
NAME TITLE DATE
/S/ ROY A. WHITFIELD Chief Executive Officer (Principal January 26, 2001
---------------------------------------------- Executive Officer) and Director
Roy A. Whitfield
/S/ JOHN M. VUKO Chief Financial Officer (Principal January 26, 2001
---------------------------------------------- Financial Officer)
John M. Vuko
/S/TIMOTHY HENN Controller (Principal Accounting January 26, 2001
---------------------------------------------- Officer)
Timothy Henn
/S/ JEFFREY J. COLLINSON Director January 26, 2001
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Jeffrey J. Collinson
Chairman of the Board
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Randal W. Scott, Ph.D.
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NAME TITLE DATE
/S/ BARRY M. BLOOM, PH.D. Director January 25, 2001
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Barry M. Bloom, Ph.D.
Director
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Frederick B. Craves, Ph.D.
/S/ JON S. SAXE Director January 26, 2001
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Jon S. Saxe
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INDEX TO EXHIBITS
5.1 Opinion of Pillsbury Winthrop LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
99.1 Proteome, Inc. 1998 Employee, Director and Consultant Stock Option
Plan.
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