2003 Non-Employee Directors Stock Option Plan
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
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MEDIMMUNE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 35 West Watkins Mill Road 55-1555759
(State or Other Jurisdiction Gaithersburg, Maryland 20878 (I.R.S. Employer
of Incorporation or Organization) (Address of Principal Executive Offices) Identification No.)
2003 Non-Employee Directors Stock Option Plan
(Full Title of the Plan)
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)
(301) 417-0770
(Telephone Number, Including Area Code, of Agent for Service)
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
------------------------------- ------------------- --------------------- --------------------- --------------------
------------------------------- ------------------- --------------------- --------------------- --------------------
Common Stock, $.01 par
value per share 800,000 $33.215(2) $26,572,000 (2) $2,150
=============================== =================== ===================== ===================== ====================
(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 6.
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 800,000 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 2003 Non-Employee
Directors Stock Option Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8.
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 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
d) 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 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including
attorney's fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of
the corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a present or former director or officer of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in
defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be entitled; the indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person; and empowers the
corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liabilities under Section 145.
In addition, Section 145(g) of the DGCL provides, in general, that a corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the
person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to
indemnify the person against such liability under the provisions of the law.
Section IX of the Company's By-laws provides that the Company shall indemnify its directors and officers to the extent permitted by
Delaware law. The Company provides liability insurance for its directors and officers which provides for coverage against loss from
claims made against directors and officers in their capacity as such, including liabilities under Securities Act of 1933, as
amended.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. Article EIGHTH of the Company's Certificate of Incorporation limits the liability of directors
to the fullest extent permitted by Section 102(b)(7).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed as Exhibits hereto:
Exhibit
Number Description Sequentially Numbered Page No.
------- ----------- ------------------------------
4.1 2003 Non-Employee Directors Stock Option Plan
(attached as Exhibit A to the Company's
Definitive Proxy Statement filed with the
Commission on April 17, 2003 and incorporated by --
reference herein)
5.1 Opinion and Consent of Dewey Ballantine LLP with
respect to the legality of the securities being
registered Page 7
23.1 Consent of Dewey Ballantine LLP (contained in --
their opinion filed herewith as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP Page 8
24.1 Power of Attorney of directors and certain
officers of the Company (included in Signature
Page) --
Item 9. Undertakings.
a) 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:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b)if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering price set forth in the
"Calculation of registration Fee" table in the effective registration statement;
(iii) 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 (a)(1)(i)and (a)(1)(ii) do not apply if the registration statement is on Form
S-3, Form S-8 of Form F-3, and the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.
b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a)or Section 15(d)of the Securities Exchange
Act of 1934 that is incorporated by reference in the 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.
c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final
adjudication of such issue.
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
Number Description Sequentially Numbered Page No.
------- ----------- ------------------------------
4.1 2003 Non-Employee Directors Stock Option Plan
(attached as Exhibit A to the Company's
Definitive Proxy Statement filed with the
Commission on April 17, 2003 and incorporated by --
reference herein)
5.1 Opinion and Consent of Dewey Ballantine LLP with
respect to the legality of the securities being
registered Page 7
23.1 Consent of Dewey Ballantine LLP (contained in --
their opinion filed herewith as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP Page 8
24.1 Power of Attorney of directors and certain
officers of the Company (included in Signature
Page) --