As filed with the Securities and Exchange Commission on January 24, 2002
Registration No. 333-
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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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AMGEN INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3540776
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Amgen Center Drive
Thousand Oaks, California 91320-1789
(Address of Principal Executive Offices) (Zip Code)
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Amgen Nonqualified Deferred Compensation Plan
(Full title of the plan)
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STEVEN M. ODRE, ESQ.
Senior Vice President, General Counsel and Secretary
Amgen Inc.
One Amgen Center Drive
Thousand Oaks, California 91320-1789
(Name and address of agent for service)
(805) 447-1000
(Telephone Number, Including Area Code, of Agent For Service)
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Copy to:
GARY OLSON, ESQ.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
(213) 485-1234
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed
Securities to be to be Maximum Aggregate Amount of
Registered Registered (1) Offering Price (1) Registration Fee
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Deferred Compensation Obligations (2) $207,400,000 $207,400,000 $19,081
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(1) Estimated solely for purposes of determining the registration fee.
(2) The Deferred Compensation Obligations (the "Obligations") are unsecured
general obligations of Amgen Inc. to pay deferred compensation in accordance
with the Amgen Nonqualified Deferred Compensation Plan.
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The registrant, Amgen Inc., a Delaware corporation (the "Company"),
hereby incorporates the following documents in this Registration Statement by
reference:
A. The Company's Annual Report on Form 10-K for the year ended
December 31, 2000;
B. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001, June 30, 2001 and September 30, 2001;
C. The Company's Current Report on Form 8-K filed on December 17,
2001; and
D. Description of the Company's Common Stock, Contractual contingent
payment rights and preferred share rights plan contained in the
Registration Statements on Form 8-A filed with the SEC on September
7, 1983 and April 1, 1993, and the Form 8-K filed with the SEC on
December 17, 2000, respectively.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing such documents. Any statement
contained 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 statement. 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 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, the Restated
Certificate of Incorporation, as amended, and the Amended and Restated Bylaws of
the Company contain provisions covering indemnification of corporate directors
and officers against certain liabilities and expenses incurred as a result of
proceedings involving such persons in their capacities as directors and
officers, including proceedings under the Securities Act of 1933, as amended
(the "Securities Act") and the Exchange Act.
The Company has authorized the entering into of indemnity contracts and
provides indemnity insurance pursuant to which officers and directors are
indemnified or insured against liability or loss under certain circumstances
which may include liability or related loss under the Securities Act and the
Exchange Act.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1* Amgen Nonqualified Deferred Compensation Plan.
5.1* Opinion of Latham & Watkins as to the legality of the obligations being
registered.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1* Powers of Attorney (included on signature page to Registration
Statement).
______________
* Filed herewith.
Item 9. Undertakings
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:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) To reflect in the prospectus any facts or events arising
after the effective date of this 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 end 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% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(c) 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 (1)(a) and (1)(b) shall not apply if the
registration statement is on Form S-3 or Form S-8 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 Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in
the Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Thousand Oaks, State of California, on this 22nd day
of January, 2002.
AMGEN INC.
By: /s/ Kevin W. Sharer
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Kevin W. Sharer
Chairman of the Board, Chief Executive Officer and
President
POWER OF ATTORNEY
We, the undersigned officers and directors of Amgen Inc., and each of
us, do hereby constitute and appoint each and any of Kevin W. Sharer, Richard
Nanula and Steven M. Odre, our true and lawful attorney and agent, with full
power of substitution and resubstitution, to do any and all acts and things in
our name and behalf in any and all capacities and to execute any and all
instruments for us in our names, in connection with this Registration Statement
or any registration statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, including specifically, but without
limitation, power and authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto; and we hereby ratify and confirm all that said attorney and
agent, or his substitute, shall do or cause to be done by virtue thereof.
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:
Signatures Title Date
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/s/ Kevin W. Sharer Chairman of the Board, Chief January 22, 2002
----------------------------- Executive Officer and President
Kevin W. Sharer
/s/ Richard Nanula Executive Vice President, January 22, 2002
----------------------------- Finance, Strategy and
Richard Nanula Communications, and Chief
Financial Officer
/s/ Barry D. Schehr Vice President, Financial January 22, 2002
----------------------------- Operations, and Chief
Barry D. Schehr Accounting Officer
/s/ David Baltimore Director January 22, 2002
-----------------------------
David Baltimore
Director January 22, 2002
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Frank J. Biondi, Jr.
Signatures Title Date
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/s/ William K. Bowes, Jr. Director January 22, 2002
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William K. Bowes, Jr.
/s/ Jerry D. Choate Director January 22, 2002
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Jerry D. Choate
/s/ Frederick W. Gluck Director January 22, 2002
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Fredrick W. Gluck
/s/ Franklin P. Johnson, Jr. Director January 22, 2002
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Franklin P. Johnson, Jr.
/s/ Steven Lazarus Director January 22, 2002
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Steven Lazarus
/s/ Gilbert S. Omenn Director January 22, 2002
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Gilbert S. Omenn
/s/ Judith C. Pelham Director January 22, 2002
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Judith C. Pelham
/s/ J. Paul Reason Director January 22, 2002
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J. Paul Reason
/s/ Donald Rice Director January 22, 2002
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Donald Rice
Director January 22, 2002
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Patricia C. Sueltz
EXHIBIT INDEX
Exhibit
Number Description
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4.1* Amgen Nonqualified Deferred Compensation Plan.
5.1* Opinion of Latham & Watkins regarding the legality of the
obligations being registered.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Latham & Watkins (included in opinion filed as
Exhibit 5.1 hereto).
24.1* Power of Attorney (included on signature page to Registration
Statement).
_________
* Filed herewith.