Prepared by R.R. Donnelley Financial -- Form S-8
As filed with the Securities and Exchange Commission on June 28, 2002.
 
Registration No. 333-            
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form S-8
 
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
 
INCYTE GENOMICS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
94-3136539
(State or other jurisdiction of
Incorporation or organization)
  
(I.R.S. Employer
Identification No.)
3160 Porter Drive
Palo Alto, California
  
94304
(Address of Principal Executive Offices)
  
(Zip Code)
 
1997 EMPLOYEE STOCK PURCHASE PLAN OF INCYTE GENOMICS, INC.
(Full title of the plan)
 
PAUL A. FRIEDMAN
Chief Executive Officer
Incyte Genomics, Inc.
3160 Porter Drive
Palo Alto, California 94304
(650) 855-0555
(Name, address and telephone number,
including area code, of agent for service)
  
Copy to:
STANTON D. WONG, ESQ.
Pillsbury Winthrop LLP
P.O. Box 7880
San Francisco, CA 94120-7880
(415) 983-1000
 
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, $.001 par value(3)
  
500,000 shares
     
$5.36
   
$2,680,000
     
$247
(1)
 
Calculated pursuant to General Instruction E to Form S-8.
(2)
 
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1), based upon 85% of the average of the high and low sales prices of the Company’s Common Stock on the Nasdaq National Market on June 26, 2002. Pursuant to the Employee Stock Purchase Plan, the purchase price of a share of common stock shall mean an amount equal to 85% of the Fair Market Value of a share of common stock on the Enrollment Date or the Exercise Date, whichever is lower.
(3)
 
Associated with the Common Stock are Series A Participating Preferred Stock Purchase Rights that will not be exercisable or evidenced separately from the Common Stock prior to the occurrence of certain events.
 
 
The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.
 

INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
 
General Instruction E Information
 
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.
 
Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission on August 15, 2001 (File No. 333-67596), October 3, 2000 (File No. 333-47180) and July 16, 1997 (File No. 333-31409) are hereby incorporated by reference.
 
Part II
 
Information Required in the Registration Statement
 
Item 3.    Incorporation of Documents by Reference
 
The following documents previously filed by Registrant with the Commission are hereby incorporated by reference in this Registration Statement:
 
 
(1)
 
Registrant’s Annual Report on Form 10-K (File No. 0-27488) for the fiscal year ended December 31, 2001;
 
 
(2)
 
Registrant’s Quarterly Report on Form 10-Q (File No. 0-27488) for the quarter ended March 31, 2002;
 
 
(3)
 
Registrant’s current report on Form 8-K (File No. 0-27488) filed June 28, 2002;
 
 
(4)
 
The description of the Common Stock contained in Registrant’s Registration Statement on Form 8-A filed January 6, 1996 (File No. 0-27488); and
 
 
(5)
 
The description of the Series A Participatory Preferred Stock Purchase Rights contained in Registrant’s Registration Statement on Form 8-A filed September 30, 1998 (File No. 0-27488).
 
In addition, all documents subsequently filed by Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 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, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
 
Item 8.    Exhibits
 
Exhibit
Number
   
Description of Exhibit
  5.1
   
Opinion of Pillsbury Winthrop LLP.
23.1
   
Consent of Ernst & Young LLP, Independent Auditors.
23.2
   
Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3
   
Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
99.1
   
1997 Employee Stock Purchase Plan of Incyte Genomics, Inc., as amended and restated.

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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 Palo Alto, State of California, on June 28, 2002.
 
INCYTE GENOMICS, INC.
By
  
/s/    PAUL A. FRIEDMAN
   
Paul A. Friedman
Chief Executive Officer
(Principal Executive Officer)
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul A. Friedman, John M. Vuko and Lee Bendekgey, and each of them, his true and lawful attorneys-in-fact and agents, each 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 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, 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 his substitute or substitutes, may 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 date indicated:
 
Signature
   
Title
  
Date
/s/    PAUL A. FRIEDMAN        
Paul A. Friedman
   
Chief Executive Officer (Principal Executive Officer) and Director
  
June 28, 2002
/s/    JOHN M. VUKO        
John M. Vuko
   
Chief Financial Officer (Principal Financial Officer)
  
June 28, 2002
/s/    TIMOTHY G. HENN        
Timothy G. Henn
   
Controller (Principal Accounting Officer)
  
June 28, 2002
/s/    ROY A. WHITFIELD        
Roy A. Whitfield
   
Chairman of the Board
  
June 28, 2002
/s/    ROBERT B. STEIN        
Robert B. Stein
   
President, Chief Scientific Officer and Director
  
June 28, 2002

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Signature
   
Title
  
Date
/s/    BARRY M. ARIKO        
Barry M. Ariko
   
Director
  
June 28, 2002
/s/    JULIAN C. BAKER        
Julian C. Baker
   
Director
  
June 28, 2002
/s/    PAUL A. BROOKE        
Paul A. Brooke
   
Director
  
June 28, 2002
/s/    JEFFREY J. COLLINSON        
Jeffrey J. Collinson
   
Director
  
June 28, 2002
/s/    FREDERICK B. CRAVES        
Frederick B. Craves
   
Director
  
June 28, 2002
Richard U. De Schutter
   
Director
    
/s/    JON S. SAXE        
Jon S. Saxe
   
Director
  
June 28, 2002

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INDEX TO EXHIBITS
 
Exhibit Number
   
Description of Exhibit
  5.1
   
Opinion of Pillsbury Winthrop LLP.
23.1
   
Consent of Ernst & Young LLP, Independent Auditors.
23.2
   
Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3
   
Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
99.1
   
1997 Employee Stock Purchase Plan of Incyte Genomics, Inc., as amended and restated.

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