Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ALKERMES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Pennsylvania 23-2472830
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
64 Sidney Street, Cambridge, Massachusetts 02139-4234
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Alkermes, Inc.
1999 Stock Option Plan
------------------------
(FULL TITLE OF THE PLAN)
Richard F. Pops
Chief Executive Officer
Alkermes, Inc.
64 Sidney Street
Cambridge, Massachusetts 02139-4234
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(617) 494-0171
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
with a copy to:
Jennifer L. Miller, Esquire
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street
Philadelphia, Pennsylvania 19103-7599
(215) 665-8500
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock,
Par value $.01 per 2,500,000 $25.34 $63,350,000 $15,837.50
share
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
statement shall also be deemed to cover an indeterminate number of
additional shares of Common Stock issuable in the event the number of
outstanding shares of the Company is increased by split-up,
reclassification, stock dividend and the like.
(2) Estimated solely for the purpose of calculating the registration fee. In
accordance with Rule 457(h), the price shown is based upon the average of
the high and low price of the Company's Common Stock on November 1, 2001,
$25.34, as reported on the Nasdaq National Market for securities of the
same class as those to be offered.
Part I and Items 4-7 and 9 of Part II of Alkermes, Inc.'s Registration
Statement on Form S-8 (File No. 333-89573) are incorporated by reference herein
pursuant to Instruction E of Form S-8.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") by Alkermes, Inc. (the "Company") (File No. 0-19267) or pursuant
to the Securities Act of 1933, as amended (the "Securities Act") are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended March 31, 2001;
(b) Quarterly Report on Form 10-Q for the quarter ended June 30, 2001; and
(c) Item 1 of Registration Statement of the Company on Form 8-A dated June
28, 1991, as amended by a Report on Form 8-A/A dated January 17, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the termination of the offering, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated by reference 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 such
statement is modified or superseded by any other subsequently filed document
which is incorporated or is deemed to be incorporated by reference herein. Any
such 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.
4.1 Specimen of Common Stock Certificate of Alkermes, Inc. (Incorporated
by reference to Exhibit 4 to the Registrant's Registration Statement
on Form S-1 as amended (File No. 33-40250)).
4.2 Specimen of Non-Voting Common Stock Certificate of Alkermes, Inc.
(Incorporated by reference to Exhibit 4.4 to the Registrant's Report
on Form 10-K for the fiscal year ended March 31, 1999).
4.3 Indenture, dated as of February 18, 2000, between Alkermes, Inc. and
State Street Bank and Trust Company, as Trustee (Incorporated by
reference to Exhibit 4.6 to the Registrant's Registration Statement on
Form S-3, as amended (File No. 333-31354)).
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality
of the securities to be offered.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of
Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included in signature page).
99 Alkermes, Inc. 1999 Stock Option Plan (Incorporated by reference to
Exhibit 10.7 to the Registrant's Report on Form 10-K for the fiscal
year ended March 31, 2001).
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 Cambridge, Commonwealth of Massachusetts, on November
8, 2001.
ALKERMES, INC.
By /s/ Richard F. Pops
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Richard F. Pops
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below in so signing also makes,
constitutes and appoints Richard F. Pops and James M. Frates, and each of them,
his true and lawful attorney-in-fact, with full power of substitution, for him
in any and all capacities, to execute and cause to be filed with the Securities
and Exchange Commission any and all amendments and post-effective amendments to
this Registration Statement, with exhibits thereto and other documents in
connection therewith, and hereby ratifies and confirms all that said
attorney-in-fact or his substitute or substitutes may do or cause to be done by
virtue hereof.
Signature Title Date
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/s/ Michael A. Wall Director and November 8, 2001
---------------------------- Chairman of the
Michael A. Wall Board
/s/ Richard F. Pops Director and Chief November 8, 2001
----------------------------- Executive Officer
Richard F. Pops (Principal
Executive Officer)
/s/ Robert A. Breyer Director and President November 8, 2001
-----------------------------
Robert A. Breyer
/s/ James M. Frates Vice President, Chief November 8, 2001
----------------------------- Financial Officer and
James M. Frates Treasurer
(Principal Financial Officer
and Principal Accounting
Officer)
/s/ Floyd E. Bloom Director November 8, 2001
--------------------------------
Floyd E. Bloom
/s/ John K. Clarke Director November 8, 2001
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John K. Clarke
/s/ Alexander Rich Director November 8, 2001
----------------------------
Alexander Rich
/s/ Paul Schimmel Director November 8, 2001
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Paul Schimmel
EXHIBIT INDEX
Number Exhibit
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4.1 Specimen of Common Stock Certificate of Alkermes, Inc. (Incorporated by reference to
Exhibit 4 to the Registrant's Registration Statement on Form S-1 as amended (File No.
33-40250)).
4.2 Specimen of Non-Voting Common Stock Certificate of Alkermes, Inc. (Incorporated by
reference to Exhibit 4.4 to the Registrant's Report on form 10-K for the fiscal year ended
March 31, 1999).
4.3 Indenture, dated as of February 18, 2000, between Alkermes, Inc. and State Street Bank
and Trust Company, as trustee (Incorporated by reference to Exhibit 4.6 to the
Registrant's Registration Statement on Form S-3, as amended (File No. 333-31354)).
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality of the securities to
be offered.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included in signature page).
99 Alkermes, Inc. 1999 Stock Option Plan (Incorporated by reference to Exhibit 10.7 to the
Registrant's Report on Form 10-K for the fiscal year ended March 31, 2001).