AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 1997
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
AMGEN INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 95-3540776
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1840 DEHAVILLAND DRIVE
THOUSAND OAKS, CALIFORNIA 91320-1789
(805) 447-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
GEORGE A. VANDEMAN, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1840 DEHAVILLAND DRIVE
THOUSAND OAKS, CALIFORNIA 91320-1789
(805) 447-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
GARY OLSON, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement from the same offering. [X] Registration No. 33-44454
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
from the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER UNIT PRICE(2) FEE
- ------------------------------------------------------------------------------
Debt Securities........ $13,000,000 100% $13,000,000 $3,940
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Or, if any Debt Securities are issued at original issue discount, such
greater amount as shall result in an aggregate offering price of
$13,000,000.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the rules and regulations under the Securities
Act.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
The contents of the Registration Statement on Form S-3 (No. 33-44454), filed
by Amgen Inc. pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and declared effective on January 15, 1992 by the
Securities and Exchange Commission, are hereby incorporated by reference in
this Registration Statement.
2
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 CITY OF THOUSAND OAKS, STATE OF CALIFORNIA, ON JANUARY 16,
1997.
Amgen Inc.
By: /s/ Robert S. Attiyeh
----------------------------------
Robert S. Attiyeh
Senior Vice President, Finance and
Corporate Development, and Chief
Financial Officer
WE, THE UNDERSIGNED OFFICERS AND DIRECTORS OF AMGEN INC. AND EACH OF US, DO
HEREBY CONSTITUTE AND APPOINT EACH AND ANY OF ROBERT S. ATTIYEH AND GEORGE A.
VANDEMAN, OUR TRUE AND LAWFUL ATTORNEY AND AGENT, WITH FULL POWER OF
SUBSTITUTION AND RESUBSTITUTION, TO DO ANY AND ALL ACTS AND THINGS IN OUR NAME
AND BEHALF IN ANY AND ALL CAPACITIES AND TO EXECUTE ANY AND ALL INSTRUMENTS
FOR US IN OUR NAMES, IN CONNECTION WITH THIS REGISTRATION STATEMENT OR ANY
REGISTRATION STATEMENT FOR THE SAME OFFERING THAT IS TO BE EFFECTIVE UPON
FILING PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT, AND TO FILE THE SAME,
WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH
THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING SPECIFICALLY, BUT WITHOUT
LIMITATION, POWER AND AUTHORITY TO SIGN FOR US OR ANY OF US IN OUR NAMES IN
THE CAPACITIES INDICATED BELOW, ANY AND ALL AMENDMENTS (INCLUDING POST-
EFFECTIVE AMENDMENTS) HERETO; AND WE HEREBY RATIFY AND CONFIRM ALL THAT SAID
ATTORNEY AND AGENT, OR HIS SUBSTITUTE, SHALL DO OR CAUSE TO BE DONE BY VIRTUE
THEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Gordon M. Binder Chairman of the Board, Chief January 16, 1997
____________________________________ Executive Officer and
GORDON M. BINDER Director (Principal
Executive Officer)
/s/ Kevin W. Sharer President, Chief Operating January 16, 1997
____________________________________ Officer and Director
KEVIN W. SHARER
/s/ Robert S. Attiyeh Senior Vice President, January 16, 1997
____________________________________ Finance and Corporate
ROBERT S. ATTIYEH Development, and
Chief Financial Officer
/s/ Larry A. May Vice President, Corporate January 16, 1997
____________________________________ Controller and Chief
LARRY A. MAY Accounting Officer
/s/ Raymond F. Baddour Director January 16, 1997
____________________________________
RAYMOND F. BADDOUR
II-1
SIGNATURES TITLE DATE
---------- ----- ----
/s/ William K. Bowes, Jr. Director January 16, 1997
____________________________________
WILLIAM K. BOWES, JR.
/s/ Franklin P. Johnson, Jr. Director January 16, 1997
____________________________________
FRANKLIN P. JOHNSON, JR.
/s/ Steven Lazarus Director January 16, 1997
____________________________________
STEVEN LAZARUS
/s/ Edward J. Ledder Director January 16, 1997
____________________________________
EDWARD J. LEDDER
/s/ Gilbert S. Omenn Director January 16, 1997
____________________________________
GILBERT S. OMENN
/s/ Judith C. Pelham Director January 16, 1997
____________________________________
JUDITH C. PELHAM
II-2
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
* 5 Opinion of Latham & Watkins regarding the legality of
the Debt securities, including consent..................
*12 Computation of Ratio of Earnings to Fixed Charges.......
*23-a Consent of Ernst & Young LLP............................
*23-b Consent of Latham & Watkins (included in opinion filed
as Exhibit 5)...........................................
*24 Power of Attorney (included on signature page to
Registration Statement).................................
- --------
*Filed herewith.
EXHIBIT 5
[LETTERHEAD OF LATHAM & WATKINS]
----------------
January 15, 1997
Amgen Inc.
1840 DeHavilland Drive
Thousand Oaks, California 91320-1789
Re: $13,000,000 Aggregate Principal
Amount of Debt Securities of Amgen Inc.
---------------------------------------
Ladies and Gentlemen:
At your request, we have examined the registration statement on Form S-3
(the "Registration Statement") being filed by you with the Securities and
Exchange Commission in connection with the registration, under the Securities
Act of 1933, as amended, of up to $13,000,000 aggregate principal amount of
debt securities (the "Debt Securities"), consisting of debentures, notes,
and/or other evidences of indebtedness in one or more series. We have also
examined the existing indenture (the "Indenture") dated as of January 1, 1992
between Amgen Inc. (the "Company"), and Citibank, N.A., as Trustee (the
"Trustee"), which has been filed with the Commission pursuant the Registration
Statement on Form S-3 (File No. 33-44454).
In our capacity as your counsel in connection with such registration, we are
familiar with the proceedings taken and proposed to be taken by the Company in
connection with the authorization and issuance of the Debt Securities and for
the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed and that the terms of each issuance
will otherwise be in compliance with law. In addition, we have made such legal
and factual examinations and inquiries, including an examination of originals
or copies certified or otherwise identified to our satisfaction of such
documents, corporate records and instruments, as we have deemed necessary or
appropriate for purposes of this opinion.
We are opining herein as to the effect on the subject transaction only of
the internal laws of the State of New York and the General Corporation Law of
the State of Delaware, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any other local agencies within the state.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
Subject to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof, the Debt Securities have been duly
authorized by the Company, and when the Debt Securities have been duly
established pursuant to the Indenture, duly authenticated by the Trustee and
duly executed and delivered on behalf of the Company against payment therefor
in obligation of the Company, with the terms and provisions of the Indenture
and as contemplated by the Registration Statement, the Debt Securities will
constitute a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms.
Our opinion is subject to the following exceptions, limitations and
qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or law, and the discretion of the court before which any
proceeding therefor may be brought; (iii) the unenforceability under certain
circumstances under law or court decisions of provisions providing for the
indemnification of or contribution to a party with respect to a liability
where such indemnification or contribution is contrary to public policy; (iv)
we express no opinion concerning the enforceability of the waiver of rights or
defenses contained in the Indenture; and (v) we express no opinion with
respect to whether the manner by which the acceleration of the Debt Securities
may affect the collectibility of that portion of the stated principal amount
thereof which might be determined to constitute unearned interest thereon.
To the extent that the obligations of the Company under the Indenture may be
dependent upon such matters, we assume for purposes of this opinion that the
Trustee is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Trustee is duly qualified
to engage in the activities contemplated by the Indenture; that the Indenture
has been duly authorized, executed and delivered by the Trustee and
constitutes the legally valid, binding and enforceable obligation of the
Trustee enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally with respect to acting as a trustee under
the Indenture, with all applicable laws and regulations; and that the Trustee
has the requisite organizational and legal power and authority to perform its
obligations under the Indenture.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters"
in the prospectus included therein.
Very truly yours,
/s/ LATHAM & WATKINS
EXHIBIT 12
AMGEN INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)
9 MONTHS
YEAR ENDED DECEMBER 31, ENDED
----------------------------------- SEPTEMBER 30,
1991 1992 1993 1994 1995 1996
------ ------ ------ ------ ------ -------------
Computation of Earnings:
Income before taxes........ $158.0 $563.1 $592.4 $588.3 $794.4 $715.1
Net interest expense....... 1.3 0.1 6.1 12.0 15.3 11.2
Interest portion of
operating lease expense... 2.1 4.1 3.4 3.9 4.8 4.2
Equity in losses (earnings)
of and cash distributions
from less than 50%-owned
companies accounted for
under the equity method... 0.3 0.1 13.2 1.3 3.4 (0.3)
Minority interest in losses
of majority-owned
affiliated companies...... (9.0) -- -- -- -- --
Share of pretax income of
50%-owned affiliate net of
equity pick-up............ 0.5 6.2 5.4 4.0 5.2 2.6
------ ------ ------ ------ ------ ------
Earnings................... $153.2 $573.6 $620.5 $609.5 $823.1 $732.8
====== ====== ====== ====== ====== ======
Computation of Fixed Charges:
Net interest expense (1)... $ 1.3 $ 0.1 $ 6.1 $ 12.0 $ 15.3 $ 11.2
Capitalized Interest....... 2.1 6.1 4.0 3.7 4.7 4.0
Interest portion of operat-
ing lease expense......... 2.1 4.1 3.4 3.9 4.8 4.2
------ ------ ------ ------ ------ ------
Fixed Charges.............. $ 5.5 $ 10.3 $ 13.5 $ 19.6 $ 24.8 $ 19.4
====== ====== ====== ====== ====== ======
Ratio of Earnings to Fixed
Charges..................... 27.9 55.7 46.0 31.1 33.2 37.8
- --------
(1) Net interest expense for the year ended 12/31/91 includes Amgen's
applicable share of interest expense of a 50%-owned company.
EXHIBIT 23-a
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Amgen Inc. for the
registration of $13,000,000 of debt securities and to the incorporation by
reference therein of our report dated January 29, 1996, with respect to the
consolidated financial statements of Amgen Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1995, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
Los Angeles, CA
January 16, 1997
