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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 2001
REGISTRATION NO. 333-54326
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REGENERON PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-3444607
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
777 OLD SAW MILL RIVER ROAD
TARRYTOWN, NEW YORK 10591-6707
(914) 347-7000
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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STUART A. KOLINSKI, ESQ.
GENERAL COUNSEL
REGENERON PHARMACEUTICALS, INC.
777 OLD SAW MILL RIVER ROAD
TARRYTOWN, NEW YORK 10591-6707
(914) 347-7000
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
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COPIES TO:
DAVID J. GOLDSCHMIDT, ESQ. JI HOON HONG, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP SHEARMAN & STERLING
FOUR TIMES SQUARE 599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10036-6522 NEW YORK, NEW YORK 10022-6069
(212) 735-3000 (212) 848-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Post-Effective Amendment Registration Statement becomes
effective.
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ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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1 -- Form of Underwriting Agreement.
4.1 -- Stock Purchase Agreement dated January 13, 1988, by and
between the Company, Leonard S. Schleifer and ML Venture
Partners II, L.P. (the "Stock Purchase Agreement").
Incorporated by reference to Exhibit 10.1 to Regeneron's
Registration Statement on Form S-1 (File No. 33-39043) (the
"Regeneron S-1").
4.2 -- Amendment to the Stock Purchase Agreement dated March 3,
1989. Incorporated by reference to Exhibit 10.2 to the
Regeneron S-1.
4.3 -- Letter Agreement dated November 27, 1989, amending the Stock
Purchase Agreement. Incorporated by reference to Exhibit
10.13 to the Regeneron S-1.
4.4 -- Class B Convertible Preferred Stock Purchase Agreement dated
November 22, 1988, by and between the Company and each
purchaser set forth on Exhibit A thereto. Incorporated by
reference to Exhibit 10.3 to the Regeneron S-1.
4.5 -- Class D Convertible Preferred Stock Purchase Agreement dated
August 31, 1990, by and between the Company and Amgen Inc.
Incorporated by reference to Exhibit 10.9 to the Regeneron
S-1.
4.6 -- Registration Rights Agreement, dated as of July 22, 1993, by
and between the Company and Glaxo Group Limited.
Incorporated by reference to Exhibit 4.7 to Regeneron's
Registration Statement on Form S-3 (File No. 33-66788).
4.7 -- Registration Rights Agreement, dated as of April 15, 1996,
by and between the Company and Amgen Inc. Incorporated by
reference to Exhibit 10.3 to Regeneron's Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.
4.8 -- Registration Rights Agreement, dated as of June 27, 1996, by
and between the Company and Medtronic, Inc. Incorporated by
reference to Exhibit 10.6 to Regeneron's Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.
4.9 -- Registration Rights Agreement, dated as of December 11,
1996, by and between the Company and Procter & Gamble
Pharmaceuticals. Incorporated by reference to Exhibit 10.30
to Regeneron's Form 10-K for the fiscal year ended December
31, 1996, filed March 26, 1997.
4.10 -- Registration Rights Agreement, dated as of May 13, 1997, by
and between the Company and Procter & Gamble
Pharmaceuticals. Incorporated by reference to Exhibit 10.3
to Regeneron's Form 10-Q for the quarter ended June 30,
1997, filed August 12, 1997.
4.11 -- Form of Certificate of shares of common stock. Incorporated
by reference to Exhibit (a) to the Company's Form 8-A, filed
with the Commission on February 20, 1991.
5 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1* -- Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2* -- Consent of Ernst & Young LLP, Independent Auditors.
23.3 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP.
Included in Exhibit 5.
24* -- Powers of Attorney.
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* Previously filed.
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Tarrytown, State of New York on March 20, 2001.
REGENERON PHARMACEUTICALS, INC.
By: /s/ LEONARD S. SCHLEIFER, M.D., PH.D.
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Leonard S. Schleifer, M.D., Ph.D.
President and Chief Executive
Officer
SIGNATURE TITLE DATE
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* Chairman of the Board March 20, 2001
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P. Roy Vagelos, M.D.
/s/ LEONARD S. SCHLEIFER, M.D., PH.D President, Chief Executive March 20, 2001
--------------------------------------------------- Officer and Director (Principal
Leonard S. Schleifer, M.D., Ph.D Executive Officer)
* Senior Vice President, Finance & March 20, 2001
--------------------------------------------------- Administration, Chief Financial
Murray A. Goldberg Officer, Treasurer, and
Assistant Secretary (Principal
Financial Officer)
* Controller and Assistant March 20, 2001
--------------------------------------------------- Treasurer (Principal Accounting
Douglas S. McCorkle Officer)
/s/ * Director March 20, 2001
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Charles A. Baker
/s/ * Director March 20, 2001
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Michael S. Brown, M.D.
/s/ * Director March 20, 2001
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Alfred G. Gilman, M.D., Ph.D.
/s/ * Director March 20, 2001
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Joseph L. Goldstein, M.D.
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SIGNATURE TITLE DATE
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/s/ * Director March 20, 2001
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Fred A. Middleton
/s/ * Director March 20, 2001
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Eric M. Shooter, Ph.D.
/s/ * Director March 20, 2001
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George L. Sing
*By:/s/ LEONARD S. SCHLEIFER, M.D., PH.D. Attorney-In-Fact March 20, 2001
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Leonard S. Schleifer, M.D., Ph.D.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1 -- Form of Underwriting Agreement.
4.1 -- Stock Purchase Agreement dated January 13, 1988, by and
between the Company, Leonard S. Schleifer and ML Venture
Partners II, L.P. (the "Stock Purchase Agreement").
Incorporated by reference to Exhibit 10.1 to Regeneron's
Registration Statement on Form S-1 (File No. 33-39043) (the
"Regeneron S-1").
4.2 -- Amendment to the Stock Purchase Agreement dated March 3,
1989. Incorporated by reference to Exhibit 10.2 to the
Regeneron S-1.
4.3 -- Letter Agreement dated November 27, 1989, amending the Stock
Purchase Agreement. Incorporated by reference to Exhibit
10.13 to the Regeneron S-1.
4.4 -- Class B Convertible Preferred Stock Purchase Agreement dated
November 22, 1988, by and between the Company and each
purchaser set forth on Exhibit A thereto. Incorporated by
reference to Exhibit 10.3 to the Regeneron S-1.
4.5 -- Class D Convertible Preferred Stock Purchase Agreement dated
August 31, 1990, by and between the Company and Amgen Inc.
Incorporated by reference to Exhibit 10.9 to the Regeneron
S-1.
4.6 -- Registration Rights Agreement, dated as of July 22, 1993, by
and between the Company and Glaxo Group Limited.
Incorporated by reference to Exhibit 4.7 to Regeneron's
Registration Statement on Form S-3 (File No. 33-66788).
4.7 -- Registration Rights Agreement, dated as of April 15, 1996,
by and between the Company and Amgen Inc. Incorporated by
reference to Exhibit 10.3 to Regeneron's Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.
4.8 -- Registration Rights Agreement, dated as of June 27, 1996, by
and between the Company and Medtronic, Inc. Incorporated by
reference to Exhibit 10.6 to Regeneron's Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.
4.9 -- Registration Rights Agreement, dated as of December 11,
1996, by and between the Company and Procter & Gamble
Pharmaceuticals. Incorporated by reference to Exhibit 10.30
to Regeneron's Form 10-K for the fiscal year ended December
31, 1996, filed March 26, 1997.
4.10 -- Registration Rights Agreement, dated as of May 13, 1997, by
and between the Company and Procter & Gamble
Pharmaceuticals. Incorporated by reference to Exhibit 10.3
to Regeneron's Form 10-Q for the quarter ended June 30,
1997, filed August 12, 1997.
4.11 -- Form of Certificate of shares of common stock. Incorporated
by reference to Exhibit (a) to the Company's Form 8-A, filed
with the Commission on February 20, 1991.
5 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1* -- Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2* -- Consent of Ernst & Young LLP, Independent Auditors.
23.3 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP.
Included in Exhibit 5.
24* -- Powers of Attorney.
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* Previously filed.