As filed with the Securities and Exchange Commission on August 28, 2003
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 or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 707 State Road Princeton, New Jersey |
08540 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
MEDAREX, INC. 2001 STOCK OPTION PLAN
(Full title of the plan)
Donald L. Drakeman
Medarex, Inc.
707 State Road
Princeton, New Jersey 08540
(Name and address of agent for service)
(609) 430-2880
(Telephone number, including area code, of agent for service)
Copies to:
| W. Bradford Middlekauff Senior Vice President, General Counsel and Secretary Medarex, Inc. 707 State Road Princeton, New Jersey 08540 (609) 430-2880 |
Dwight A. Kinsey, Esq. Satterlee Stephens Burke & Burke LLP 230 Park Avenue New York, New York 10169 (212) 818-9200 |
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, $ .01 par value per share |
3,500,000 shares | $5.59 | $19,565,000 | $1,583 | ||||
| (1) | The registration statement also includes an indeterminable number of additional shares that may become issuable as a result of the anti-dilution adjustment provisions of the Plan. It also includes preferred share purchase rights under the Medarex, Inc. Shareholder Rights Agreement. |
| (2) | Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) and based upon the average of the high and low sale prices of the Company’s Common Stock as reported by The NASDAQ National Market as of August 27, 2003. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,500,000 shares of the Registrant’s Common Stock pursuant to the Registrant’s 2001 Stock Option Plan.
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. 333-72154) relating to the 2001 Stock Option Plan, filed with the Securities and Exchange Commission on October 24, 2001, are incorporated by reference herein.
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 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Princeton, State of New Jersey, on this 28th day of August, 2003.
| MEDAREX, INC. | ||
| By: |
/S/ IRWIN LERNER | |
| Irwin Lerner – Chairman of the Board | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Medarex, Inc., a New Jersey corporation, do hereby constitute and appoint Donald L. Drakeman and Christian Schade, and either of them, the lawful attorney and agent, with power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power of authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments and supplements thereof, and to any and all instruments or documents filed as part of or in connection with such Registration Statement, and each of the undersigned hereby certifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. The Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the dates indicated below.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /S/ IRWIN LERNER Irwin Lerner |
Chairman of the Board | August 28, 2003 | ||
| /S/ DONALD L. DRAKEMAN Donald L. Drakeman |
President, Chief Executive Officer and Director (Principal Executive Officer) |
August 28, 2003 | ||
| /S/ MICHAEL A. APPELBAUM Michael A. Appelbaum |
Executive Vice President and Director | August 28, 2003 | ||
| /S/ CHRISTIAN SCHADE Christian Schade |
Senior Vice President, Finance and Administration and Chief Financial Officer (Principal Financial and Accounting Officer) |
August 28, 2003 | ||
| /S/ FREDERICK B. CRAVES Frederick B. Craves |
Director | August 28, 2003 | ||
| /S/ MICHAEL W. FANGER Michael W. Fanger |
Director | August 28, 2003 | ||
| /S/ RONALD J. SALDARINI Ronald J. Saldarini |
Director | August 28, 2003 | ||
| /S/ CHARLES R. SCHALLER Charles R. Schaller |
Director | August 28, 2003 | ||
| /S/ W. LEIGH THOMPSON, JR. W. Leigh Thompson, Jr. |
Director | August 28, 2003 | ||
| /S/ JULIUS A. VIDA Julius A. Vida |
Director | August 28, 2003 | ||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 5 |
Opinion of Satterlee Stephens Burke & Burke LLP as to legality of the securities being registered. | |
| 23(a) |
Consent of Ernst & Young LLP. | |
| 23(b) |
Consent of PricewaterhouseCoopers. | |
| 23(c) |
Consent of Satterlee Stephens Burke & Burke LLP (included in opinion filed as Exhibit 5). | |
| 24 |
Power of Attorney (accompanies signature pages to the Registration Statement). | |