sv8
As filed with the Securities and Exchange Commission on June 30, 2010
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE MEDICINES COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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04-3324394 |
(State or Other Jurisdiction of Incorporation
or Organization)
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(I.R.S. Employer
Identification No.) |
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8 Sylvan Way, Parsippany, New Jersey
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07054 |
(Address of Principal Executive Offices)
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(Zip Code) |
AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Paul M. Antinori
Senior Vice President and General Counsel
The Medicines Company
8 Sylvan Way
Parsippany, New Jersey 07054
(Name and Address of Agent For Service)
(973) 290-6000
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Title of Securities |
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Amount to be |
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Offering Price Per |
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Aggregate Offering |
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Amount of |
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to be Registered |
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Registered(1) |
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Share |
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Price |
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Registration Fee |
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Common Stock,
$0.001 par value
per share |
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2,100,000 shares |
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$7.95(2) |
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$16,695,000 (2) |
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$1,191.00 |
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(1) |
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This registration statement covers shares being added to The Medicines Companys Amended and
Restated 2004 Stock Incentive Plan. In accordance with Rule 416 under the Securities Act of
1933, as amended, this registration statement shall be deemed to cover any additional
securities that may from time to time be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions. |
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(2) |
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c)
and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high
($8.06) and low ($7.84) prices of the Registrants Common Stock as reported on the Nasdaq
Global Select Market on June 23, 2010. |
TABLE OF CONTENTS
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is filed to register the offer
and sale of an additional 2,100,000 shares of the registrants common stock, $0.001 par value per
share, to be issued under the registrants Amended & Restated 2004 Stock Incentive Plan. Pursuant
to General Instruction E to Form S-8, this registration statement incorporates by reference the
contents of the registration statements on Forms S-8, File Nos. 333-116295, 333-135460, and
333-152105 filed by the registrant on June 8, 2004, June 29, 2006, and July 3, 2008 respectively,
relating to the registrants 2004 Stock Incentive Plan, except for information required by Items 3,
5 and 8, which are contained below.
Item 3. Incorporation of Documents by Reference.
The registrant is subject to the informational and reporting requirements of Sections 13(a),
14, and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and in
accordance therewith files reports, proxy statements and other information with the Securities and
Exchange Commission (the Commission). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:
(a) The registrants latest annual report filed pursuant to Section 13(a) or 15(d) of the
Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that
contains audited financial statements for the registrants latest fiscal year for which such
statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the document referred to in (a) above.
(c) The description of the securities contained in the registrants registration statement on
Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby 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
part hereof from the date of the filing of 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 the 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 statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this registration
statement.
Item 5. Interests of Named Experts and Counsel.
Paul M. Antinori, our senior vice president and general counsel, has opined as to
the legality of the securities being offered by this registration statement. As of June 28, 2010,
Mr. Antinori owned 24,303 shares of the Companys common stock and held options to purchase 262,143
shares of the Companys common stock, granted under the Companys equity incentive plans. Mr.
Antinori is eligible to participate in the Plan.
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Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
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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 Parsippany, State of New Jersey, on this 30th day of
June, 2010.
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THE MEDICINES COMPANY
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By: |
/s/ Clive A. Meanwell
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Clive A. Meanwell |
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Chairman and Chief Executive Officer |
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of The Medicines Company, hereby severally
constitute and appoint Clive A. Meanwell and Glenn P. Sblendorio, and each of them singly, our true
and lawful attorneys with full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, the registration statement on Form S-8 filed herewith and
any and all subsequent amendments to said registration statement, and generally to do all such
things in our names and on our behalf in our capacities as officers and directors to enable The
Medicines Company to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said registration
statement and any and all amendments thereto.
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 dates indicated.
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Signature |
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Title |
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Date |
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/s/ Clive A. Meanwell
Clive A. Meanwell
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Chief Executive Officer, President
and Chairman
of the Board of Directors
(Principal Executive Officer)
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June 30, 2010 |
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/s/ Glenn P. Sblendorio
Glenn P. Sblendorio
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Executive Vice President, Chief
Financial Officer and
Treasurer
(Principal Financial and
Accounting Officer)
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June 30, 2010 |
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/s/ William W. Crouse
William W. Crouse
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Director
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June 30, 2010 |
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/s/ Robert J. Hugin
Robert J. Hugin
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Director
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June 30, 2010 |
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Signature |
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Title |
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/s/ Armin M. Kessler
Armin M. Kessler
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Director
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June 30, 2010 |
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/s/ Robert G. Savage
Robert G. Savage
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Director
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June 30, 2010 |
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/s/ Hiroaki Shigeta
Hiroaki Shigeta
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Director
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June 30, 2010 |
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/s/ Melvin K. Spigelman
Melvin K. Spigelman
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Director
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June 30, 2010 |
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/s/ Elizabeth H.S. Wyatt
Elizabeth H.S. Wyatt
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Director
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June 30, 2010 |
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INDEX TO EXHIBITS
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Number |
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Description |
4.1(1)
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Third Amended and Restated Certificate of Incorporation of the
registrant, as amended |
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4.2(1)
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Amended and Restated By-laws of the registrant, as amended |
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5
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Opinion of Senior Vice President and General Counsel of the
Registrant |
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23.1
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Consent of Senior Vice President and General Counsel (included in
Exhibit 5) |
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23.2
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Consent of Ernst & Young LLP, Independent Registered Accounting
Firm |
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24
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Power of attorney (included on the signature pages of this
registration statement) |
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99.1(3)
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The Medicines Company Amended and Restated 2004 Stock Incentive
Plan |
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(1) |
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Previously filed with the Securities and Exchange Commission as Exhibit 4.1 to the
Registrants Amendment No. 1 to the registrants registration statement on Form 8-A/A, filed
July 14, 2005 and incorporated herein by reference. |
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(2) |
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Previously filed with the Securities and Exchange Commission as Exhibit 3.2 to the
Registrants annual report on Form 10-K for the year ended December 31, 2007 and incorporated
herein by reference. |
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(3) |
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Previously filed with the Securities and Exchange Commission as Appendix II to the
Registrants definitive proxy statement, filed April 30, 2010 and incorporated herein by
reference. |