As filed with the Securities and Exchange Commission on June 28, 2002.
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 incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 3160 Porter Drive, Palo Alto, California |
94304 | |
| (Address of Principal Executive Offices) |
(Zip Code) |
1993 DIRECTORS’ STOCK OPTION PLAN OF INCYTE GENOMICS, INC.
(Full title of the plan)
| PAUL A. FRIEDMAN Chief Executive
Officer Incyte Genomics, Inc. 3160 Porter
Drive Palo Alto, California 94304 (650)
855-0555 (Name, address and telephone number, including area code, of agent for service) |
Copy to: STANTON D. WONG,
ESQ. Pillsbury Winthrop LLP P.O. Box 7880
San Francisco, CA 94120-7880 (415) 983-1000 |
CALCULATION OF REGISTRATION FEE
| Title of securities
to be registered |
Amount to be
registered(1) |
Proposed maximum offering
price per share(2) |
Proposed maximum aggregate offering price(2) |
Amount of registration fee | ||||
| Common Stock, $.001 par value(3) |
300,000 shares |
$6.30 |
$1,890,000 |
$174 | ||||
(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 June 26, 2002. |
(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 June 20, 1995 (File No. 33-93668) and on March 10, 1994 (File No. 33-76236) are hereby
incorporated by reference.
Part II
Information Required in the Registration Statement
Item 3. 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, 2001; |
(2) |
Registrant’s Quarterly Report on Form 10-Q (File No. 0-27488) for the quarter ended March 31, 2002; |
(3) |
Registrant’s current report on Form 8-K (File No. 0-27488) filed June 28, 2002; |
(4) |
The description of the Common Stock contained in Registrant’s Registration Statement on Form 8-A filed January 5, 1996 (File No. 0-27488); and
|
(5) |
The description of the Series A Participating 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 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 8. Exhibits
| Exhibit Number |
Description of 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 Pillsbury Winthrop LLP (included in Exhibit 5.1). | |
| 99.1 |
1993 Directors’ Stock Option Plan of Incyte Genomics, Inc., as amended and restated (incorporated by reference to Exhibit 10.4 to the Company’s
Annual Report on Form 10-K for the year ended December 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 June 28, 2002.
| INCYTE GENOMICS, INC. | ||
| By: |
/s/ PAUL A.
FRIEDMAN | |
| Paul A. Friedman 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 Paul
A. Friedman, John M. Vuko and Lee Bendekgey, 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/ PAUL A.
FRIEDMAN Paul A.
Friedman |
Chief Executive Officer (Principal Executive Officer) and Director |
June 28, 2002 | ||
| /s/ JOHN M.
VUKO John M.
Vuko |
Chief Financial Officer (Principal Financial Officer) |
June 28, 2002 | ||
| /s/ TIMOTHY G.
HENN Timothy G.
Henn |
Controller (Principal Accounting Officer) |
June 28, 2002 | ||
| /s/ ROY A.
WHITFIELD Roy A.
Whitfield |
Chairman of the Board |
June 28, 2002 | ||
| /s/ ROBERT B.
STEIN Robert B.
Stein |
President, Chief Scientific Officer and Director |
June 28, 2002 |
-2-
| Signature |
Title |
Date | ||
| /s/ BARRY M.
ARIKO Barry M.
Ariko |
Director |
June 28, 2002 | ||
| /s/ JULIAN C.
BAKER Julian C.
Baker |
Director |
June 28, 2002 | ||
| /s/ PAUL A.
BROOKE Paul A.
Brooke |
Director |
June 28, 2002 | ||
| /s/ JEFFREY J.
COLLINSON Jeffrey
J. Collinson |
Director |
June 28, 2002 | ||
| /s/ FREDERICK B.
CRAVES Frederick
B. Craves |
Director |
June 28, 2002 | ||
| Richard U. De Schutter |
Director |
|||
| /s/ JON S.
SAXE Jon S.
Saxe |
Director |
June 28, 2002 |
-3-
INDEX TO EXHIBITS
| Exhibit Number |
Description of 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 Pillsbury Winthrop LLP (included in Exhibit 5.1). | |
| 99.1 |
1993 Directors’ Stock Option Plan of Incyte Genomics, Inc., as amended and restated (incorporated by reference to Exhibit 10.4 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2001). |
-4-
EXHIBIT 5.1
PILLSBURY WINTHROP LLP
50 Fremont Street
San Francisco, CA 94105
June 27, 2002
Incyte Genomics, Inc.
3160 Porter
Drive
Palo Alto, CA 94304
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel for Incyte Genomics, Inc., a Delaware corporation (the “Company”), in connection with the Registration
Statement on Form S-8 relating to the registration under the Securities Act of 1933 (the “Act”) of 300,000 shares of the Company’s Common Stock, par value $.001 per share (the “Shares”), issuable pursuant to the 1993
Directors’ Stock Option Plan of Incyte Genomics, Inc. (the “Plan”).
We have reviewed and are
familiar with such corporate proceedings and other matters as we have deemed necessary for this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan,
will be legally issued, fully paid and nonassessable. This opinion is limited to matters governed by the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
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) of Incyte Genomics, Inc. pertaining to the 1993 Directors’ Stock Option Plan, of our report dated January 25, 2002, with respect to
the consolidated financial statements and schedule of Incyte Genomics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
June 27, 2002
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 our report dated January 14, 2002, except as to Paragraph 2 of Note 8 which is as of January 31, 2002, 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, 2001.
/s/ PricewaterhouseCoopers LLP
San Jose, California
June 20, 2002