As filed with the Securities and Exchange Commission on June 28, 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
MEDAREX, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2822175
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
707 State Road 08540
Princeton, New Jersey (Zip Code)
(Address of Principal Executive Offices)
MEDAREX, INC. 2001 STOCK OPTION PLAN
(Full title of the plan)
Donald L. Drakeman
Medarex, Inc.
707 State Road
Princeton, New Jersey 08540
(Name and address of agent for service)
(609) 430-2880
(Telephone number, including area code, of agent for service)
Copies to:
W. Bradford Middlekauff Dwight A. Kinsey, Esq.
Senior Vice President, General Counsel Satterlee Stephens Burke & Burke LLP
and Secretary 230 Park Avenue
Medarex, Inc. New York, New York 10169
707 State Road (212) 818-9200
Princeton, New Jersey 08540
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of Securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1) share (2) price (2) registration fee
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Common Stock, $ .01 par
value per share 3,000,000 shares $ 6.955 $ 20,865,000 $ 1,920
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(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of the
anti-dilution adjustment provisions of the Plan. It also includes
preferred share purchase rights under the Medarex, Inc. Shareholder Rights
Agreement.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high and
low sale prices of the Company's Common Stock as reported by the Nasdaq
National Market as of June 26, 2002.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 3,000,000 shares of the Registrant's Common Stock
pursuant to the Registrant's 2001 Stock Option Plan.
INCORPORATION BY REFERENCE OF CONTENTS OF
CERTAIN REGISTRATION STATEMENT ON FORM S-8
The contents of the Registration Statement on Form S-8 (File No.
333-72154) relating to the 2001 Stock Option Plan, filed with the Securities and
Exchange Commission on October 24, 2001, are incorporated by reference herein.
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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Princeton, State of New Jersey, on
this 26th day of June, 2002.
MEDAREX, INC.
By:/s/Irwin Lerner
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Irwin Lerner-Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Medarex, Inc., a New
Jersey corporation, do hereby constitute and appoint Donald L. Drakeman and
Christian Schade, and either of them, the lawful attorney and agent, with power
and authority to do any and all acts and things and to execute any and all
instruments which said attorney and agent, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power of authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments and supplements thereof, and
to any and all instruments or documents filed as part of or in connection with
such Registration Statement, and each of the undersigned hereby certifies and
confirms all that said attorney and agent, shall do or cause to be done by
virtue hereof. The Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the dates indicated below.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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/s/Irwin Lerner Chairman of the Board June 26, 2002
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Irwin Lerner
/s/Donald L. Drakeman President, Chief Executive Officer and Director June 26, 2002
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Donald L. Drakeman (Principal Executive Officer)
/s/Michael A. Appelbaum Executive Vice President and Director June 26, 2002
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Michael A. Appelbaum
/s/Christian Schade Senior Vice President and Chief Financial Officer June 26, 2002
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Christian Schade (Principal Financial and Accounting Officer)
/s/Michael W. Fanger Director June 26, 2002
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Michael W. Fanger
/s/Julius A. Vida Director June 26, 2002
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Julius A. Vida
/s/Charles R. Schaller Director June 26, 2002
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Charles R. Schaller
/s/W. Leigh Thompson, Jr. Director June 26, 2002
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W. Leigh Thompson, Jr.
/s/Frederick B. Craves Director June 26, 2002
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Frederick B. Craves
Director June___, 2002
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Ronald J. Saldarini
INDEX TO EXHIBITS
Exhibit No. Description
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5 Opinion of Satterlee Stephens Burke & Burke LLP as to
legality of the securities being registered.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of PricewaterhouseCoopers.
23(c) Consent of Satterlee Stephens Burke & Burke LLP
(included in opinion filed as Exhibit 5).
24 Power of Attorney (accompanies signature pages to the
Registration Statement).