As filed with the Securities and Exchange Commission on November 7, 2007   Registration No. 333-

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-8

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 


 

MEDAREX, INC.

(Exact name of registrant as specified in its charter)

 

New Jersey

 

22-2822175

(State of Incorporation)

 

(I.R.S. Employer Identification No.)

 


 

Medarex, Inc.

707 State Road

Princeton, New Jersey 08540

(Address of principal executive offices)

 


 

MEDAREX, INC. 2005 EQUITY INCENTIVE PLAN

(Full title of the plans)

 

Howard H. Pien

Medarex, Inc.

707 State Road

Princeton, New Jersey 08540

(609) 430-2880

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 


 

Copies to:

 

W. Bradford Middlekauff, Esq.
Senior Vice President,
General Counsel and Secretary
Medarex, Inc.
707 State Road
Princeton, New Jersey 08540
(609) 430-2880

 

Nancy H. Wojtas, Esq.
Cooley Godward Kronish LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000

 


 

CALCULATION OF REGISTRATION FEE

 

Title of Securities
to be Registered

 

 

Amount to be Registered(1)

 

 

Proposed Maximum
Offering
Price per Share (2)

 

 

Proposed Maximum
Aggregate
Offering Price (2)

 

 

Amount of
Registration Fee

 

Common Stock, par
value $0.01 per share

 

 

5,500,000 shares

 

 

$

11.82

 

 

$

65,010,000.00

 

 

$

1,995.81

 

 

(1)           Pursuant to Rule 416(a), this Registration Statement shall also cover an indeterminant amount of additional shares of Registrant’s Common Stock that become issuable under the plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.

 

(2)           Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and 457(h). The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant’s Common Stock on November 1, 2007, as reported on the Nasdaq National Market.

 

 



 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 5,500,000 shares of the Registrant’s Common Stock pursuant to the Registrant’s 2005 Equity Incentive Plan, as amended (the “Plan”), filed with the Securities and Exchange Commission (the “Commission”) as Exhibit 99.1 to Registrant’s Current Report on Form 8-K/A on November 2, 2007.

 

INCORPORATION BY REFERENCE OF CONTENTS OF

CERTAIN REGISTRATION STATEMENT ON FORM S-8

 

The contents of the Registration Statement on Form S-8 (File No. 333-125444) relating to the Plan, filed with the Commission on June 2, 2005, are incorporated by reference herein.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Township of Princeton, State of New Jersey, on this 6th day of November, 2007.

 

 

 

MEDAREX, INC.

 

 

 

 

 

By:

 /s/ Howard H. Pien

 

 

 Howard H. Pien,

 

 

 President, Chief Executive Officer and Director

 

2



 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Howard H. Pien and Christian S. Schade, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, 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

 

Title

 

Date

 

 

 

 

 

/s/ Irwin Lerner

 

 

Chairman of the Board of Directors

 

October 25, 2007

IRWIN LERNER

 

 

 

 

 

 

 

 

 

 

 

/s/ Howard H. Pien

 

 

President, Chief Executive Officer

 

October 25, 2007

HOWARD H. PIEN

 

 

and Director (Principal Executive

 

 

 

 

 

Officer)

 

 

 

 

 

 

 

 

/s/ Christian S. Schade

 

 

Senior Vice President, Finance and

 

October 25, 2007

CHRISTIAN S. SCHADE

 

 

Administration and Chief Financial

 

 

 

 

 

Officer (Principal Financial and

 

 

 

 

 

Accounting Officer)

 

 

 

 

 

 

 

 

/s/ Patricia M. Danzon

 

 

Director

 

October 25, 2007

PATRICIA M. DANZON

 

 

 

 

 

 

 

 

 

 

 

/s/ Robert C. Dinerstein

 

 

Director

 

October 25, 2007

ROBERT C. DINERSTEIN

 

 

 

 

 

 

 

 

 

 

 

/s/ Abhijeet J. Lele

 

 

Director

 

October 25, 2007

ABHIJEET J. LELE

 

 

 

 

 

 

 

 

 

 

 

/s/ Ronald J. Saldarini

 

 

Director

 

October 25, 2007

RONALD J. SALDARINI

 

 

 

 

 

 

 

 

 

 

 

/s/ Charles R. Schaller

 

 

Director

 

October 25, 2007

CHARLES R. SCHALLER

 

 

 

 

 

 

 

 

 

 

 

/s/ Julius A. Vida

 

 

Director

 

October 25, 2007

JULIUS A. VIDA

 

 

 

 

 

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

5.1

 

Opinion of Norris, McLaughlin & Marcus, P.A.

 

 

 

23.1

 

Consent of Ernst & Young LLP

 

 

 

23.2

 

Consent of PricewaterhouseCoopers

 

 

 

23.3

 

Consent of Norris, McLaughlin & Marcus, P.A. (included in Exhibit 5.1 to this Registration Statement)

 

 

 

24.1

 

Power of Attorney (accompanies signature pages to this Registration Statement)

 

4