UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO 7)*
REGENERON PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
00075886F1
(CUSIP Number)
Steven M. Odre, Esq. with a copy to:
Senior Vice President, Gary Olson, Esq.
General Counsel and Secretary Latham & Watkins
Amgen Inc. 633 West Fifth Street
One Amgen Center Drive Suite 4000
Thousand Oaks, CA 91320-1799 Los Angeles, California 90071
(808)447-1000 (213) 485-1234
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 12, 2001
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the statement. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. SEE Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 00075886F1
1. Name of Person
AMGEN INC.
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2. Check the appropriate box if member of a group* (a)
(b)
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3. SEC use only
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4. Source of Funds*
N/A
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5. Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
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6. Citizenship or place of organization
DELAWARE
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Number of Shares 7. Sole Voting Power
Beneficially Owned 4,916,808
By Each Reporting
Person With
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8. Shared Voting Power N/A
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9. Sole Dispositive Power
4,916,808
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10. Shared Dispositive Power N/A
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11. Aggregate amount beneficially owned by each reporting person
4,916,808
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12. Check box if the aggregate amount in row (11) excludes certain shares*
N/A
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13. Percent of class represented by amount in row (11)
14.3%
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14. Type of person reporting*
CO
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* See instructions before filling out
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This Amendment No. 7 to Schedule 13D is being filed by Amgen Inc., a
Delaware corporation (the "Reporting Person"), to amend the Schedule 13D filed
on July 26, 1995, as amended by Amendment No. 1 filed on September 25, 1995,
Amendment No. 2 filed on December 6, 1995, Amendment No. 3 filed on March 5,
1996, Amendment No. 4 filed on April 18, 1996, Amendment No. 5 filed on March 7,
2000 and Amendment No. 6 filed on April 5, 2000, (the "Schedule 13D"), relating
to the common stock, $.001 par value per share (the "Common Stock") of Regeneron
Pharmaceuticals, Inc. (the "Issuer"). Unless otherwise indicated, all
capitalized terms used herein but not defined herein shall have the meaning
assigned to them in the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraph (a) of Item 5 to Schedule 13D is hereby amended and restated in
its entirety as follows:
(a) As of the close of business on March 12, 2001, the Reporting Person
beneficially owned 4,916,808 shares of Common Stock. Such shares of Common Stock
constitute approximately 14.3% of the 34,279,605 shares of Common Stock
outstanding as of March 2, 2001 as reported by the Issuer to the Reporting
Person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 to Schedule 13D is hereby amended and supplemented to add the
following:
On March 12, 2001, the Reporting Person and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), J.P. Morgan
Securities Inc. and Robertson Stephens, Inc., as representatives of the
underwriters in a proposed public offering (the "Public Offering") of
approximately 4,000,000 shares of Common Stock of the Issuer (the
"Underwriters"), entered into an agreement (the "ML Lock-up Agreement") pursuant
to which the Reporting Person has agreed not to, without the prior written
consent of Merrill Lynch, directly or indirectly, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant for the sale of, or
otherwise dispose of or transfer any shares of Common Stock or any securities
convertible into or exchangeable or exercisable for Common Stock, whether now
owned or hereafter acquired by the Reporting Person or with respect to which the
Reporting Person has or hereafter acquires the power of disposition, or file any
registration statement under the Securities Act of 1933, as amended, with
respect to any of the foregoing or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of Common Stock, whether any
such swap or transaction is to be settled by delivery of Common Stock or other
securities, in cash or otherwise, in each case, during a period of 90 days from
the date of the purchase agreement to be entered into by the Underwriters
providing for the Public Offering. Notwithstanding anything in the ML Lock-up
Agreement to the contrary, the ML Lock-up Agreement does not apply to the sale
of up to 500,000 shares of Common Stock by the Reporting Person to the
Underwriters pursuant to a purchase agreement to be entered into by the
Underwriters and the transactions contemplated thereby.
On March 12, 2001, the Reporting Person and the Issuer entered into an
agreement (the "Regeneron Lock-up Agreement") pursuant to which the Reporting
Person has agreed not to, from March 12, 2001 through March 31, 2002, without
the prior written consent of the Issuer, directly or indirectly, (x) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise dispose of or transfer any shares of Common Stock or
any securities convertible into or exchangeable or exercisable for Common Stock,
whether now owned or hereafter acquired by the Reporting Person or with respect
to which the Reporting Person has or hereafter acquires the power of
disposition, or file any registration statement under the Securities Act of
1933, as amended, with respect to any of the foregoing or (y) enter into any
swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of Common
Stock, whether any such swap or transaction is to be settled by delivery of
Common Stock or other securities, in cash or otherwise (each of the foregoing
collectively referred to as a "Disposition"). Notwithstanding the foregoing,
between March 12, 2001 and March 31, 2002, the Reporting Person may, but is not
required to, engage in any Disposition of up to 1,000,000 shares of Common Stock
as follows: (i) up to 500,000 shares of Common Stock pursuant to the Public
Offering, (ii) during the period from October 1, 2001 (or the closing of the
Public Offering if less than 400,000 shares are sold by the Reporting Person
pursuant to the Public Offering) through March 31, 2002, up to 1,000,000 shares
of Common Stock less the number of shares of Common Stock disposed of by the
Reporting Person under (i) and (iii), if any, and (iii) up to 1,000,000 shares
of Common Stock less any amounts disposed of under (i) and (ii), if any,
pursuant to the exercise of "piggyback" registration rights under the Class D
Convertible Preferred Stock Purchase Agreement dated as of August 31, 1990 by
and between the Issuer and the Reporting Person or the Registration Rights
Agreement dated as of April 15, 1996 by and between the Issuer and the Reporting
Person (collectively, the "Registration Rights Agreements"). The Issuer has
agreed that the Disposition of any shares of Common Stock pursuant to (iii)
included in a public offering will be included at the Reporting Person's option
and in the amount specified by the Reporting Person (subject to the limitations
contained in the Regeneron Lock-up Agreement), will not be included in the
underwriter's overallotment option, and will not be reduced pursuant to any
underwriter's cutback provided for in the Registration Rights Agreements in an
amount equal to the lesser of (a) 500,000 shares or (b) the maximum number of
shares eligible for sale by the Reporting Person pursuant to (iii). Furthermore,
the Reporting Person and the Issuer have agreed that if the number of shares of
Common Stock included in any public offering referred to in (iii) is
subsequently reduced based on market conditions after a good faith effort by the
Issuer to sell shares in the public offering, such reduction will be borne by
both the Issuer and the Reporting Person on a pro rata basis.
The Issuer and the Reporting Person have acknowledged that the Issuer is
selling 3,500,000 shares of Common Stock pursuant to the Public Offering and
that the Reporting Person is selling 500,000 shares of Common Stock in the
Public Offering. If the Public Offering is cut back or otherwise reduced, any
such cut back or reduction will be borne by both the Issuer and the Reporting
Person on a pro rata basis, provided that the first 800,000 shares sold in the
Public Offering will be shared equally (i.e., on a one-to-one basis) between the
Issuer and the Reporting Person. The Company will be responsible for
determining the price of the shares to be sold in the Public Offering.
Notwithstanding anything in the Regeneron Lock-up Agreement to the
contrary, the Regeneron Lock-up Agreement will terminate and be of no further
force and effect if the Reporting Person has not sold at least 400,000 shares of
Common Stock pursuant to the Public Offering by April 30, 2001 for any reason
other than the Reporting Person's refusal to sell its shares in a Public
Offering of at least 800,000 shares of Common Stock.
The Issuer and the Reporting Person have acknowledged and agreed that
shares of Common Stock sold by the Reporting Person pursuant to the Public
Offering are being sold pursuant to the piggyback registration rights provided
for in the Registration Rights Agreements and that, without limiting the
foregoing, the Reporting Person will be entitled to the benefits thereof,
including, without limitation, the expense reimbursement and indemnification
provisions. The Reporting Person has agreed that from March 12, 2001 through
March 31, 2002, it will not exercise any demand registration rights under the
Registration Rights Agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 to Schedule 13D is hereby amended and supplemented as follows:
7.9 ML Lock-up Agreement, dated March 12, 2001, by and among the Issuer,
the Reporting Person, Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and
Robertson Stephens, Inc.
7.10 Regeneron Lock-up Agreement, dated March 12, 2001, by and between
the Issuer and the Reporting Person.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
AMGEN INC.
By: /s/ Kathryn E. Falberg
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Name: Kathryn E. Falberg
Title: Senior Vice President,
Finance and Corporate
Development, and Chief
Financial Officer
Dated: March 12, 2001