1999 Stock Option Plan 2003 Amendment
As filed with the Securities and Exchange Commission on May 27, 2003
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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MEDIMMUNE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 35 West Watkins Mill Road 55-1555759
(State or other jurisdiction of Gaithersburg, Maryland 20878 (I.R.S. Employer
incorporation or organization) (Address of Principal Executive Offices) (Zip Code) Identification No.)
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1999 Stock Option Plan
(Full Title of the Plan)
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David M. Mott
Vice Chairman and Chief Executive Officer
MedImmune, Inc.
35 West Watkins Mill Road
Gaithersburg, Maryland 20878
(Name and address of agent for service)
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Telephone number, including area code, of agent for service:
(301) 417-0770
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount Proposed Maximum Proposed Maximum
Securities To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered(1) Per Share Price Registration Fee
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Common Stock, $.01 par value
per share 6,000,000 $33.215(2) $199,290,000 (2) $16,123
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(1) Plus such additional shares as may be issued by reason of stock splits, stock dividends or similar transactions.
(2) Pursuant to Rules 457(h) and 457(c), these prices are estimated solely for the purpose of calculating the registration fee
and are based upon the average of the high and low sales prices of the Registrant's common stock on the Nasdaq National
Market on May 21, 2003.
The Exhibit Index to this Registration Statement may be found on Page 4.
EXPLANATORY STATEMENT
This Form S-8 Registration Statement is being filed with the Securities and Exchange Commission (the "Commission") by MedImmune,
Inc., a Delaware corporation (the "Company"), in order to register 6,000,000 shares of the Company's common stock, par value $.01
per share (the "Common Stock"), issuable upon exercise of options granted or to be granted under the Company's 1999 Stock Option
Plan (the "Plan"). On May 25, 1999, the Company filed with the Commission a Registration Statement on Form S-8 (Registration No.
333-79241) registering up to 2,750,000 shares of Common Stock issuable under the Plan (the "Initial Registration Statement"). The
number of shares registered under the Initial Registration Statement automatically increased to 8,250,000 due to a 3-for-1 split of
Common Stock in June 2000. On May 8, 2001, the Company filed with the Commission a Registration Statement on Form S-8 (Registration
No. 333-60408) registering up to 11,000,000 additional shares of Common Stock issuable under the Plan (the "Second Registration
Statement"). On June 13, 2002, the Company filed with the Commission a Registration Statement on Form S-8 (Registration No.
333-90402) registering up to 6,000,000 additional shares of Common Stock issuable under the Plan (such registration statement
together with the Initial Registration Statement and the Second Registration Statement, being hereinafter referred to as the "Prior
Registration Statements"). With the addition of 6,000,000 shares pursuant to this Registration Statement, the total number of shares
now registered for issuance pursuant to the Plan is 31,250,000. Pursuant to General Instruction E of Form S-8, the Company hereby
incorporates by reference in this Registration Statement all contents of the Prior Registration Statements, including the exhibits
thereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are hereby incorporated by reference:
a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002;
b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003;
c) The Company's Current Reports on Form 8-K filed on January 31, 2003 and April 24, 2003; and
c) The description of the Company's Common Stock set forth under the caption "Description of Capital Stock"
in the Company's registration statement on Form 8-A dated April 4, 1991 pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") including all amendments or
reports filed with the Commission for the purpose of updating such description.
All other 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 hereunder have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement
and be a part hereof from the date of filing of such documents.
Any statement contained herein or 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 earlier
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 8. Exhibits.
The following documents are filed as Exhibits hereto:
Exhibit Description Sequentially Numbered
Number Page No.
4.1 1999 Option Plan (Attached as Exhibit A to the __
Company's Definitive Proxy Statement filed with the
Commission on April 16, 1999, and incorporated herein by
reference)
5.1 Opinion and Consent of Dewey Ballantine LLP with respect to Page 5
the legality of the securities being registered
23.1 Consent of Dewey Ballantine LLP (contained in their opinion --
filed herewith as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP Page 6
24.1 Power of Attorney of directors and certain officers of the --
Company (included in Signature Page)
SIGNATURES
The Registrant. 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 Gaithersburg, State of Maryland, on the 27th day of May,
2003.
MEDIMMUNE, INC.
By: /s/ David M. Mott
David M. Mott
Vice Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose names appear below constitute and appoint David M. Mott and
Gregory S. Patrick, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute any and all amendments
to this Registration Statement, and to file the same, together with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and such other agencies, offices and persons as may be required by
applicable law, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully 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 dates indicated.
Signature Capacity Date
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/s/ Wayne T. Hockmeyer, Ph.D.
Wayne T. Hockmeyer, Ph.D. Chairman and Director May 27, 2003
/s/ David M. Mott Vice Chairman and Chief Executive Officer and
David M. Mott Director (Principal Executive Officer) May 27, 2003
/s/ Melvin D. Booth
Melvin D. Booth President and Chief Operating Officer and Director May 27, 2003
/s/ Franklin H. Top, Jr., M.D. Executive Vice President, Medical Director and
Franklin H. Top, Jr., M.D. Director May 27, 2003
/s/ M. James Barrett, Ph.D.
M. James Barrett, Ph.D. Director May 27, 2003
/s/ James H. Cavanaugh, Ph.D.
James H. Cavanaugh, Ph.D. Director May 27, 2003
/s/ Gordon S. Macklin
Gordon S. Macklin Director May 27, 2003
/s/ Barbara Hackman Franklin
Barbara Hackman Franklin Director May 27, 2003
/s/ Elizabeth H.S. Wyatt
Elizabeth H.S. Wyatt Director May 27, 2003
/s/ Gregory S. Patrick Senior Vice President and Chief Financial Officer
Gregory S. Patrick Principal Financial Officer and Principal
Accounting Officer) May 27, 2003
Exhibits Index
Exhibit Description Sequentially Numbered
Number Page No.
4.1 1999 Option Plan (Attached as Exhibit A to the __
Company's Definitive Proxy Statement filed with the
Commission on April 16, 1999, and incorporated herein by
reference)
5.1 Opinion and Consent of Dewey Ballantine LLP with respect to Page 5
the legality of the securities being registered
23.1 Consent of Dewey Ballantine LLP (contained in their opinion --
filed herewith as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP Page 6
24.1 Power of Attorney of directors and certain officers of the --
Company (included in Signature Page)