As filed with the Securities and Exchange Commission on August 15, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE MEDICINES COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3324394
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5 SYLVAN WAY, SUITE 200, PARSIPPANY, NEW JERSEY 07054
(Address of Principal Executive Offices) (Zip Code)
1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
CLIVE A. MEANWELL
CHAIRMAN
5 SYLVAN WAY, SUITE 200
PARSIPPANY, NEW JERSEY 07054
(Name and Address of Agent For Service)
(973) 656-1616
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered (1) Share Price Registration Fee
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Common Stock, $0.001
par value per share 1,750,000 shares $9.12(2) $15,960,000(2) $1,469
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(1) In accordance with Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement shall be
deemed to cover additional securities that may from time to time be
offered or issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act, and based
upon the average of the high and low prices of the Registrant's common
stock as reported on the Nasdaq National Market on August 9, 2002, a
date within five business days of the filing of this registration
statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is filed to register the offer
and sale of an additional 1,750,000 shares of the registrant's common stock,
$0.001 par value per share, to be issued under the registrant's 1998 Stock
Incentive Plan (the "Plan"). This registration statement incorporates by
reference the registration statement on Form S-8, File No. 333-44884, filed by
the registrant on August 31, 2000, relating to the Plan.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Hale and Dorr LLP, counsel for the registrant, has opined as to the
legality of the securities being offered by this registration statement.
Attorneys at Hale and Dorr LLP own, in the aggregate, 18,844 shares of the
registrant's common stock, and a related investment partnership owns warrants
which are exercisable to purchase up to an additional 1,554 shares of common
stock.
ITEM 8. EXHIBITS.
The Index to Exhibits immediately preceding the exhibits is
incorporated herein by reference.
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 Parsippany, New Jersey, on this 15th day of August, 2002.
THE MEDICINES COMPANY
By: /s/ Clive A. Meanwell
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Clive A. Meanwell
Chairman
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of The Medicines Company,
hereby severally constitute and appoint Clive A. Meanwell, David M. Stack and
Steven H. Koehler, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable The Medicines Company to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.
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/ Clive A. Meanwell Chairman July 24, 2002
-------------------------------- (Principal executive officer) --------------
Clive A. Meanwell
/s/ Steven H. Koehler Chief Financial Officer July 24, 2002
-------------------------------- (Principal accounting officer) -------------
Steven H. Koehler
/s/ Leonard Bell Director July 24, 2002
-------------------------------- -------------
Leonard Bell
/s/ Stewart J. Hen Director July 24, 2002
-------------------------------- -------------
Stewart J. Hen
-2-
/s/ M. Fazle Husain Director July 24, 2002
-------------------------------- -------------
M. Fazle Husain
/s/ T. Scott Johnson Director July 24, 2002
-------------------------------- -------------
T. Scott Johnson
/s/ Armin M. Kessler Director July 24, 2002
-------------------------------- -------------
Armin M. Kessler
/s/ Nicholas J. Lowcock Director July 24, 2002
-------------------------------- -------------
Nicholas J. Lowcock
/s/ David M. Stack Director July 24, 2002
-------------------------------- -------------
David M. Stack
/s/ James E. Thomas Director July 24, 2002
-------------------------------- -------------
James E. Thomas
-3-
INDEX TO EXHIBITS
Number Description
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5.1 Opinion of Hale and Dorr LLP, counsel to the Registrant
23.1 Consent of Hale and Dorr LLP
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of attorney (included on the signature pages of this
registration statement)