================================================================================ As filed with the Securities and Exchange Commission on August 15, 2001. Registration No. 333-_____ 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 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 3160 Porter Drive Palo Alto, California 94304 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) 1997 EMPLOYEE STOCK PURCHASE PLAN OF INCYTE GENOMICS, INC. ---------------------------------------------------------- (Full title of the plan) ROY A. WHITFIELD Copy to: Chief Executive Officer STANTON D. WONG, ESQ. Incyte Genomics, Inc. Pillsbury Winthrop LLP 3160 Porter Drive P.O. Box 7880 Palo Alto, California 94304 San Francisco, CA 94120 (415) 855-0555 (415) 983-1000 --------------------------- ----------------------- (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 - ------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value(3) 400,000 shares $17.10 $6,840,000 $1,710 - ------------------------------------------------------------------------------------------------------------------- (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 August 13, 2001. (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. _________________ 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 Statements filed with the Securities and Exchange Commission on October 3, 2000 (File No. 333-47180) and July 16, 1997 (File No. 333-31409) are 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, 2000; (2) Registrant's Quarterly Reports on Form 10-Q (File No. 0-27488) for the quarters ended March 31, and June 30, 2001; (3) Registrant's Current Report on Form 8-K filed on January 10, 2001, as amended by Form 8-K/A filed on February 5, 2001 and Current Reports on Form 8-K filed on February 13, and February 23, 2001 (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 -------- Exhibit Number Exhibit ------- -------- 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 PricewaterhouseCoopers LLP, Independent Accountants. 23.4 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1). 99.1 1997 Employee Stock Purchase Plan of Incyte Genomics, Inc., as amended and restated (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001). -1-
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 August 14, 2001. INCYTE GENOMICS, INC. By /s/ ROY A. WHITFIELD -------------------------------- 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 date indicated: Signature Title Date --------- ----- ---- /s/ ROY A. WHITFIELD Chief Executive Officer (Principal August 14, 2001 - ----------------------------------------- Executive Officer) and Director Roy A. Whitfield /s/ JOHN M. VUKO Chief Financial Officer (Principal August 13, 2001 - ----------------------------------------- Financial Officer) John M. Vuko /s/ TIMOTHY HENN Controller (Principal Accounting Officer) August 14, 2001 - ----------------------------------------- Timothy Henn /s/ JEFFREY J. COLLINSON Director August 14, 2001 - ----------------------------------------- Jeffrey J. Collinson -2-
Signature Title Date --------- ----- ---- /s/ RANDAL W. SCOTT Chairman of the Board August 13, 2001 - ----------------------------------------- Randal W. Scott /s/ BARRY M. BLOOM Director August 13, 2001 - ----------------------------------------- Barry M. Bloom /s/ FREDERICK B. CRAVES Director August 10, 2001 - ----------------------------------------- Frederick B. Craves /s/ JON S. SAXE Director August 13, 2001 - ----------------------------------------- Jon S. Saxe /s/ BARRY M. ARIKO Director August 14, 2001 - ----------------------------------------- Barry M. Ariko -3-
INDEX TO EXHIBITS ----------------- Exhibit Number Exhibit -------- ------- 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 PricewaterhouseCoopers LLP, Independent Accountants. 23.4 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1). 99.1 1997 Employee Stock Purchase Plan of Incyte Genomics, Inc., as amended and restated (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001). -4-
EXHIBIT 5.1 ----------- [PILLSBURY WINTHROP LLP LETTERHEAD] August 15, 2001 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 WINTHROP LLP
EXHIBIT 23.1 ------------ 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 Genomics, Inc. of our report dated January 23, 2001 with respect to the consolidated financial statements and schedule of Incyte Genomics, Inc. (formerly Incyte Pharmaceuticals, Inc.) included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Palo Alto, California August 13, 2001
EXHIBIT 23.2 ------------ 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 19, 2001, except as to Note 8 which is as of February 5, 2001, relating to the financial statements of diaDexus Inc., which appears in Incyte Genomics, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000. /s/ PricewaterhouseCoopers LLP San Jose, California August 14, 2001
EXHIBIT 23.3 ------------ CONSENT OF PRICEWATERHOUSE COOPERS 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 March 16, 2000, except as to Note 11, which is as of December 28, 2000 relating to the financial statements of Proteome, Inc., which appears in the Current Report on Form 8-K/A of Incyte Genomics, Inc. filed on February 5, 2001. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts August 14, 2001