S-8 POS 1 d839177ds8pos.htm S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on December 18, 2014

Registration No. 333-118254

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

Form S-8 Registration Statement No. 333-92424  

Form S-8 Registration Statement No. 333-132932

Form S-8 Registration Statement No. 333-133002

Form S-8 Registration Statement No. 333-44727  

Form S-8 Registration Statement No. 333-62735  

Form S-8 Registration Statement No. 333-56672  

Form S-8 Registration Statement No. 333-83824  

Form S-8 Registration Statement No. 333-118254

UNDER

THE SECURITIES ACT OF 1933

 

 

AMGEN INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   95-3540776
(State of Incorporation)  

(I.R.S. Employer

Identification No.)

One Amgen Center Drive

Thousand Oaks, California 91320-1799

(805) 447-1000

(Address of principal executive offices, including zip code)

Amgen Inc. Amended and Restated 1993 Equity Incentive Plan (f/k/a the Immunex Corporation 1993 Stock Option Plan)

Amgen Inc. Amended and Restated 1996 Incentive Stock Plan (f/k/a the Abgenix, Inc. 1996 Incentive Stock Plan, as

amended and restated

Amgen Inc. Amended and Restated 1997 Special Non-Officer Equity Incentive Plan (f/k/a Amgen Inc. 1997 Special

Non-Officer Equity Incentive Plan)

Amgen Inc. Amended and Restated 1997 Equity Incentive Plan (f/k/a the Tularik Inc. 1997 Equity Incentive Plan, as amended)

(Full title of the plan)

 

 

David J. Scott, Esq.

Senior Vice President, General Counsel

and Secretary

One Amgen Center Drive

Thousand Oaks, California 91320-1799

(805) 447-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

Large Accelerated filer   x    Accelerated filer   ¨
Non-Accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 


EXPLANATORY NOTE / DEREGISTRATION OF UNSOLD SECURITIES

Amgen Inc. (the “Company”) previously registered shares of the Company’s common stock, $0.0001 par value per share, under the following registration statements (the “Registration Statements”) concerning shares issuable under certain employee benefit and equity plans and agreements. The Company is filing these post-effective amendments to the Registration Statements (“Post-Effective Amendments”) in order to deregister any securities registered and unsold under the Registration Statements and to terminate the Registration Statements. The approximate number of unsold shares is set forth below with respect to each Registration Statement. The shares are being removed from registration and the Registration Statements are being terminated because the plans referenced below have now expired or been terminated and all shares that were issuable under the plans have been issued.

 

Registration
No.

  

Date Filed
With the
SEC

  

Name of Equity Plan or Agreement

   Number of Shares
Originally

Registered
     Approximate
Number of
Shares
Deregistered
 

333-92424

   7/16/2002    Amgen Inc. Amended and Restated 1993 Equity Incentive Plan (f/k/a the Immunex Corporation 1993 Stock Option Plan)      18,529,954         587,143   

333-132932

333-133002

  

4/3/2006

4/5/2006

   Amgen Inc. Amended and Restated 1996 Incentive Stock Plan (f/k/a the Abgenix, Inc. 1996 Incentive Stock Plan, as amended and restated)      960,046         221,743   

333-44727

333-62735

333-56672

333-83824

  

1/22/1998

9/2/1998

3/7/2001

3/6/2002

   Amgen Inc. Amended and Restated 1997 Special Non-Officer Equity Incentive Plan (f/k/a Amgen Inc. 1997 Special Non-Officer Equity Incentive Plan)     

 

 

 

 

 

48,000,000

36,000,000

5,000,000

12,000,000

 

Total:101,000,000

  

  

  

  

 

  

     20,958,378   

333-118254

   8/16/2004    Amgen Inc. Amended and Restated 1997 Equity Incentive Plan (f/k/a the Tularik Inc. 1997 Equity Incentive Plan, as amended)      4,637,725         813,355   


SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended, the registrant, Amgen Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing these Post-Effective Amendments and has duly caused and authorized the officers whose signatures appear below to sign these Post-Effective Amendments on its behalf by the undersigned, in the City of Thousand Oaks, State of California, on December 18, 2014.

 

AMGEN INC.
By:  

/s/ David J. Scott

David J. Scott
Senior Vice President, General Counsel and Secretary


POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints Robert A. Bradway, David W. Meline and David J. Scott as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments (including these Post-Effective Amendments filed herewith) to the Registration Statements listed herein above, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments have been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Robert A. Bradway

Robert A. Bradway

  

Chairman of the Board, Chief Executive Officer and President

(Principal Executive Officer)

 

December 18, 2014

/s/ David W. Meline

David W. Meline

  

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

 

December 18, 2014

/s/ David Baltimore

David Baltimore

   Director  

December 18, 2014

/s/ Frank J. Biondi, Jr.

Frank J. Biondi, Jr.

   Director  

December 18, 2014

/s/ François de Carbonnel

François de Carbonnel

   Director  

December 18, 2014

/s/ Vance D. Coffman

Vance D. Coffman

   Director  

December 18, 2014

/s/ Robert A. Eckert

Robert A. Eckert

   Director  

December 18, 2014

/s/ Greg C. Garland

Greg C. Garland

   Director  

December 18, 2014

/s/ Rebecca M. Henderson

Rebecca M. Henderson

   Director  

December 18, 2014


/s/ Frank C. Herringer

Frank C. Herringer

   Director  

December 18, 2014

/s/ Tyler Jacks

Tyler Jacks

   Director  

December 18, 2014

/s/ Judith C. Pelham

Judith C. Pelham

   Director  

December 18, 2014

/s/ Ronald D. Sugar

Ronald D. Sugar

   Director  

December 18, 2014

/s/ R. Sanders Williams

R. Sanders Williams

   Director  

December 18, 2014


EXHIBIT INDEX

 

Exhibit
Number

  

Description

24.1    Power of Attorney (included on signature page)