-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wew7M+xvG98ly+IfLDAuHbPoqRjyE1Nu+YcoOd7Cpa5yNZUYT7/zD0F3bAoFkW5W QE7s7wCqPA0ScLUwF18mTA== 0000912057-96-014511.txt : 19960716 0000912057-96-014511.hdr.sgml : 19960716 ACCESSION NUMBER: 0000912057-96-014511 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960712 EFFECTIVENESS DATE: 19960731 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GILEAD SCIENCES INC CENTRAL INDEX KEY: 0000882095 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943047598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-08085 FILM NUMBER: 96594411 BUSINESS ADDRESS: STREET 1: 353 LAKESIDE DR CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 4155726505 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on July 12, 1996 Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------- GILEAD SCIENCES, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-3047598 (State of Incorporation) (I.R.S. Employer Identification No.) ----------------------------- 353 LAKESIDE DRIVE FOSTER CITY, CALIFORNIA 94404 (415) 574-3000 (Address and telephone number of principal executive offices) ----------------------------- 1991 STOCK OPTION PLAN (Full title of the plans) Mark L. Perry, Esq. Vice President, Chief Financial Officer and General Counsel GILEAD SCIENCES, INC. 353 Lakeside Drive Foster City, CA 94404 (415) 574-3000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------------- Copy to: Julia L. Davidson, Esq. Cooley Godward Castro Huddleson & Tatum Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306-2155 (415) 843-5000 ----------------------------- Total Number of Pages: Exhibit Index at Page: CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------ Stock Options and Common Stock (par value $.001) 2,250,000 $23.25 $52,312,500 $18,039 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1). The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant's Common Stock on July 11, 1996 as reported on the Nasdaq Stock Market. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. PART II INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by Gilead Sciences, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this Registration Statement: a. The contents of Registration Statement on Form S-8 No. 33-62060 filed with the Commission on May 3, 1993. All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of the filing of such reports and documents. EXHIBITS EXHIBIT NUMBER - ------ 5.1 Opinion of Cooley Godward Castro Huddleson & Tatum 23.1 Consent of Ernst & Young LLP 23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in Exhibit 5.1 to this Registration Statement 24.1 Power of Attorney is contained on the signature page 99.1* 1991 Stock Option Plan, as amended October 17, 1995 - --------------- * Incorporated by reference to Exhibit 10.8 of the Registrant's Registration Statement on Form S-3 filed January 23,1996 (File No. 333-868). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Foster City, County of San Mateo, State of California, on ____________, 1996. GILEAD SCIENCES, INC. By: /s/ John C. Martin ------------------------------------------ John C. Martin President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John C. Martin and Mark L. Perry, and each of them, his true and lawful attorney-in-fact and agent, 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 all exhibits thereto, and other documents in connection therewith, with the 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 in connection therewith, 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 any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Michael L. Riordan Chairman of the Board July 11, 1996 - -------------------------- Michael L. Riordan /s/ John C. Martin President, Chief Executive Officer July 11, 1996 - -------------------------- and Director John C. Martin (Principal Executive Officer) /s/ Mark L. Perry Vice President, Chief Financial July 11, 1996 - -------------------------- Officer and General Counsel Mark L. Perry (Principal Financial and Accounting Officer) Director , 1996 - ------------------------- -------- Etienne F. Davignon /s/ James M. Denny Director July 11, 1996 - ------------------------- James M. Denny /s/ Gordon E. Moore Director July 11, 1996 - ------------------------- Gordon E. Moore /s/ Donald H. Rumsfeld Director July 11, 1996 - ------------------------- Donald H. Rumsfeld /s/ George P. Shultz Director July 11, 1996 - ------------------------- George P. Shultz EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER 5.1 Opinion of Cooley Godward Castro Huddleson & Tatum 23.1 Consent of Ernst & Young LLP 23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in Exhibit 5.1 to this Registration Statement 24.1 Power of Attorney is contained on the signature page 99.1* 1991 Stock Option Plan, as amended October 17, 1995. - --------- * Incorporated by reference to Exhibit 10.8 of the Registrant's Registration Statement on Form S-3 filed January 23, 1996 (File No. 333-868). EX-5.1 2 EXHIBIT 5.1 [LETTERHEAD] July 11, 1996 Gilead Sciences, Inc. 353 Lakeside Drive Foster City, CA 94404 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Gilead Sciences, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 2,250,000 shares of the Company's common stock, $.001 par value (the "Common Stock"), pursuant to its 1991 Stock Option Plan, as amended (the "Plan"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and Bylaws and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the shares of Common Stock, when sold and issued in accordance with the Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD CASTRO HUDDLESON & TATUM By: /s/ Deborah A. Marshall ----------------------- Deborah A. Marshall 21126582 EX-23.1 3 EXHIBIT 23.1 Exhibit 23.1 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1991 Stock Option Plan of Gilead Sciences, Inc. of our report dated January 18, 1996, with respect to the consolidated financial statements of Gilead Sciences, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission ("SEC"). /s/ ERNST & YOUNG LLP Palo Alto, California July 11, 1996 -----END PRIVACY-ENHANCED MESSAGE-----