POS AM

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

Registration No. 333-56664

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

Form S-3 Registration Statement No. 333-53929

POST-EFFECTIVE AMENDMENT NO. 2 TO

Form S-3 Registration Statement No. 333-56664

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)

 

 

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 (“Common Stock”), under the following Registration Statements on Form S-3, as amended (the “Registration Statements”), concerning shares of Company Common Stock issuable pursuant to the exercise of stock options granted under the following equity plans by certain trusts.

 

S-3 Registration
No.

   Date Filed
With the
SEC
  

Number of Shares
Originally
Registered

  

Name of Equity Plan

333-53929    5/29/1998    1,500,000   

•     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 1991 Equity Incentive Plan

•     Amended and Restated 1988 Stock Option Plan of Amgen Inc.

•     Amended and Restated 1987 Directors’ Stock Option Plan

333-56664    3/7/2001

5/10/2001

   1,000,000   

•     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 1991 Equity Incentive Plan

The Company is filing these post-effective amendments to the Registration Statements (“Post-Effective Amendments”) in order to deregister all securities that were registered but unissued under the Registration Statements and to terminate the Registration Statements.


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)