As filed with the Securities and Exchange Commission on October 3, 2000.
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.
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(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)
1997 EMPLOYEE STOCK PURCHASE PLAN OF INCYTE PHARMACEUTICALS, INC.
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(Full title of the plan)
ROY A. WHITFIELD Copy to:
President and Chief Executive Officer STANTON D. WONG, ESQ.
Incyte Genomics, Inc. Pillsbury Madison & Sutro LLP
3160 Porter Drive P.O. Box 7880
Palo Alto, California 94304 San Francisco, CA 94120
(415) 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
Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered(1) per Share(2) Offering Price(2) Fee
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Common Stock, $.001 par value(3) 400,000 shares $40.47 $16,188,000 $4,274
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(1) Calculated pursuant to General Instruction E to Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1), based upon the average of the high and low
sales prices of the Company's Common Stock on the Nasdaq National
Market on September 28, 2000.
(3) 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.
INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the
same employee benefit plan is effective.
Registrant's Form S-8 Registration Statement filed with the Securities
and Exchange Commission on July 16, 1997 (File No. 333-31409) is hereby
incorporated by reference.
Part II
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Registrant with the
Commission are hereby incorporated by reference in this Registration Statement:
(1) Registrant's Annual Report on Form 10-K (File No. 0-27488) for the
fiscal year ended December 31, 1999;
(2) Registrant's Quarterly Reports on Form 10-Q (File No. 0-27488) for the
quarters ended March 31, and June 30, 2000;
(3) Registrant's Current Reports on Form 8-K dated February 1, February 17,
February 22, February 24, March 24, July 25 and August 25, 2000 (File No.
0-27488);
(4) The description of the Common Stock contained in Registrant's
Registration Statement on Form 8-A filed January 6, 1996 (File No. 0-27488); and
(5) The description of the Series A Participatory Preferred Stock Purchase
Rights contained in Registrant's Registration Statement on Form 8-A filed
September 30, 1998 (File No. 0-27488).
In addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 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.
EXHIBITS
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Exhibit
Number Exhibit
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5.1 Opinion of Pillsbury Madison & Sutro LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
99.1 2000 Amendment to the 1997 Employee Stock Purchase Plan of Incyte
Pharmaceuticals, Inc.
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SIGNATURES
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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 October 2,
2000.
INCYTE GENOMICS, INC.
By /S/ ROY A. WHITFIELD
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Roy A. Whitfield
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
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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 date indicated:
SIGNATURE TITLE DATE
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/S/ ROY A. WHITFIELD Chief Executive Officer (Principal October 2, 2000
- ---------------------------------------- Executive Officer) and Director
Roy A. Whitfield
/S/ JOHN M. VUKO Chief Financial Officer (Principal October 2, 2000
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John M. Vuko Financial Officer)
/S/ TIMOTHY HENN Controller (Principal Accounting October 2, 2000
- ---------------------------------------- Officer)
Timothy Henn
/S/ JEFFREY J. COLLINSON Director October 2, 2000
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Jeffrey J. Collinson
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SIGNATURE TITLE DATE
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Chairman of the Board
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Randal W. Scott
/S/ BARRY M. BLOOM Director October 2, 2000
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Barry M. Bloom
/S/ FREDERICK B. CRAVES Director October 2, 2000
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Frederick B. Craves
/S/ JON S. SAXE Director October 2, 2000
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Jon S. Saxe
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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5.1 Opinion of Pillsbury Madison & Sutro LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
99.1 2000 Amendment to the 1997 Employee Stock Purchase Plan of Incyte
Pharmaceuticals, Inc.
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EXHIBIT 5.1
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[PILLSBURY MADISON & SUTRO LLP LETTERHEAD]
October 2, 2000
Incyte Genomics, Inc.
3160 Porter Drive
Palo Alto, CA 94304
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Incyte Genomics, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to 400,000 shares of the Company's Common Stock (the "Shares") issuable
pursuant to the Company's 1997 Employee Stock Purchase Plan, as amended (the
"Plan"), it is our opinion the Shares have been duly authorized and, when issued
and sold in accordance with the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
EXHIBIT 23.1
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1997 Employee Stock Purchase Plan of Incyte
Pharmaceuticals, Inc. and in the related prospectus of our report dated January
24, 2000 with respect to the consolidated financial statements and schedule of
Incyte Genomics, Inc. (formerly Incyte Pharmaceuticals, Inc.) included in its
Annual Report on Form 10-K for the year ended December 31, 1999, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
September 29, 2000
EXHIBIT 23.2
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CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
registration statement on Form S-8 of Incyte Genomics, Inc. of our report dated
January 17, 2000 relating to the financial statements of diaDexus LLC, which
appears in Incyte Genomics, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1999.
PricewaterhouseCoopers LLP
San Jose, California
September 29, 2000
EXHIBIT 99.1
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2000 AMENDMENT TO THE
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1997 EMPLOYEE STOCK PURCHASE PLAN
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OF INCYTE PHARMACEUTICALS, INC.
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THIS AMENDMENT amends the Employee Stock Purchase Plan (the "Plan") of
Incyte Pharmaceuticals, Inc. (the "Company"). Unless specifically otherwise
defined, each term used herein shall have the meaning assigned to such term in
the Plan.
WITNESSETH:
WHEREAS, the Board of Directors has determined that it is in the best
interests of the Company to amend the Plan to increase the number of shares
authorized for issuance thereunder:
NOW THEREFORE, the Plan is hereby amended as follows:
1. STOCK SUBJECT TO THE PLAN.
1.1 Section 13, paragraph (a) of the Plan shall be amended by deleting the
first sentence and replacing it with the following:
"The maximum number of shares of the Company's Common Stock which shall
be made available for sale under the Plan shall be six hundred thousand
(600,000) shares, subject to adjustment upon changes in the
capitalization of the Company as provided in Section 18 hereof."
2. DATE OF AMENDMENT. To record the adoption of this Amendment to the Plan
by the Board of Directors as of February 28, 2000 and the approval by the
stockholders of this Amendment on June 5, 2000, the Company has caused its
authorized officer to execute the same.
INCYTE PHARMACEUTICALS, INC.
By /S/ ROY A. WHITFIELD
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Roy A. Whitfield
As its CHIEF EXECUTIVE OFFICER
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