As filed with the Securities and Exchange Commission on January 22, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
One Amgen Center
Thousand Oaks, California 91320-1789 91320-1789
(Address of Principal Executive Offices) (Zip Code)
------------------
1997 Special Non-Officer Equity Incentive Plan
(Full title of the plan)
----------------------------------
GEORGE A. VANDEMAN, ESQ.
Senior Vice President, General Counsel and Secretary
Amgen Inc.
1840 DeHavilland Drive
Thousand Oaks, California 91320-1789
(Name and address of agent for service)
(805) 447-1000
(Telephone Number, Including Area Code, of Agent For Service)
------------------
Copies to:
GARY OLSON, ESQ.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
(213) 485-1234
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount Maximum Maximum
Securities to be to be Offering Price Per Aggregate Amount of
Registered Registered Share (1) Offering Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------
Common Stock 12,000,000 $49.063 $588,756,000 $173,684
$.0001 par value
================================================================================================
_________________________
(1) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon the
average of the high and low prices for the Registrant's Common Stock on the
Nasdaq National Market on January 15, 1998 ($49.063).
Page 1 of 9 pages
Exhibit Index appears on Page 7
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The registrant, Amgen Inc., a Delaware corporation (the "Company"),
hereby incorporates the following documents in this Registration Statement by
reference:
A. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
B. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997; and
C. The Company's Current Reports on Form 8-K as filed with the
Commission on February 26, 1997, February 28, 1997, March 14, 1997,
April 8, 1997, June 13, 1997, December 5, 1997 and December 9,
1997.
D. Description of the Company's Common Stock, Contractual contingent
payment rights and preferred share rights plan contained in the
Registration Statements on Form 8-A filed with the SEC on September
7, 1983 and April 1, 1993, and the Form 8-K filed with the SEC on
February 28, 1997, respectively.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), 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, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Page 2 of 9 pages
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, the Restated
Certificate of Incorporation, as amended, and the Amended and Restated Bylaws of
the Company contain provisions covering indemnification of corporate directors
and officers against certain liabilities and expenses incurred as a result of
proceedings involving such persons in their capacities as directors and
officers, including proceedings under the Securities Act of 1933, as amended
(the "Securities Act") and the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
The Company has authorized the entering into of indemnity contracts and
provides indemnity insurance pursuant to which officers and directors are
indemnified or insured against liability or loss under certain circumstances
which may include liability or related loss under the Securities Act and the
Exchange Act.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5.1 Opinion of Latham & Watkins as to the legality of the shares
being registered.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on page 5).
Page 3 of 9 pages
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) shall not apply to
information contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Page 4 of 9 pages
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Thousand Oaks, State of California, on this 22nd day
of January, 1998.
AMGEN INC.
By: /s/ Robert S. Attiyeh
--------------------------------------------
Robert S. Attiyeh
Senior Vice President, Finance and Corporate
Development, and Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Amgen Inc., and each of
us, do hereby constitute and appoint each and any of Gordon M. Binder, 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 of 1933, 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, January 22, 1998
- ------------------------------- Chief Executive Officer and
Gordon M. Binder Director (Principal Executive
Officer)
/s/ Kevin W. Sharer President, Chief Operating January 22, 1998
- ------------------------------- Officer and Director
Kevin W. Sharer
/s/ Robert S. Attiyeh Senior Vice President, January 22, 1998
- ------------------------------- Finance and Corporate
Robert S. Attiyeh Development, and Chief
Financial Officer
Page 5 of 9 pages
/s/ Kathryn E. Falberg Vice President, Corporate January 22, 1998
- ------------------------------- Controller and Chief
Kathryn E. Falberg Accounting Officer
/s/ William K. Bowes, Jr. Director January 22, 1998
- -------------------------------
William K. Bowes, Jr.
/s/ Franklin P. Johnson, Jr. Director January 22, 1998
- -------------------------------
Franklin P. Johnson, Jr.
/s/ Steven Lazarus Director January 22, 1998
- -------------------------------
Steven Lazarus
/s/ Edward J. Ledder Director January 22, 1998
- -------------------------------
Edward J. Ledder
/s/ Gilbert S. Omenn Director January 22, 1998
- -------------------------------
Gilbert S. Omenn
/s/ Judith C. Pelham Director January 22, 1998
- -------------------------------
Judith C. Pelham
Page 6 of 9 pages
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
* 5 Opinion of Latham & Watkins regarding the legality of the shares
being registered...................................................
*23.1 Consent of Ernst & Young LLP, Independent Auditors.................
*23.2 Consent of Latham & Watkins (including in opinion filed as
Exhibit 5).........................................................
*24 Power of Attorney (included on signature page to Registration
Statement).........................................................
_________________
* Filed herewith.
Page 7 of 9 pages
EXHIBIT 5
[Letterhead of Latham & Watkins]
January 22, 1998
Amgen Inc.
One Amgen Center Drive
Thousand Oaks, California 91320-1789
Re: Amgen Inc.
Common Stock, par value $.0001 per share
Registration on Form S-8
----------------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement"), which you intend to file with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of an aggregate of 12,000,000 shares of Common Stock,
par value $.0001 per share (the "Shares"), to be sold by Amgen Inc. (the
"Company") under the 1997 Special Non-Officer Equity Participation Plan (the
"Plan"). We are familiar with the proceedings undertaken in connection with the
authorization and proposed issuance and sale of the Shares. Additionally, we
have examined such questions of law and fact as we have considered necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and upon the issuance of Shares under the terms of the
Plan and delivery and payment therefor of legal consideration in excess of the
aggregate par value of the Shares issued, such Shares will be validly issued,
fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
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 Amgen Inc. for the registration of 12,000,000 shares of Common
Stock of our report dated January 22, 1997, with respect to the consolidated
financial statements of Amgen Inc., included in its Annual Report (Form 10-K)
for the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Los Angeles, California
January 22, 1998
