regeneron_10ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 10-K/A
(Amendment No. 1)
___________________
| (Mark One) |
|
|
| x |
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
|
| For the fiscal year ended December 31,
2009 |
|
|
|
|
| OR |
|
|
|
|
| o |
|
TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For the transition period from _____ to
_____
Commission File Number
0-19034
REGENERON PHARMACEUTICALS,
INC.
(Exact name of registrant as specified in its
charter)
| New
York |
13-3444607 |
| (State or other
jurisdiction of |
(I.R.S. Employer |
| incorporation or
organization) |
Identification
No) |
| 777
Old Saw Mill River Road, Tarrytown, New York |
10591-6707 |
| (Address of principal executive
offices) |
(Zip code) |
|
|
|
| (914) 347-7000 |
| (Registrant’s telephone number,
including area code) |
| |
| Securities registered pursuant to
Section 12(b) of the Act: |
| |
| Title of each
class |
Name of each exchange
on which registered |
| Common Stock - par value $.001 per
share |
Nasdaq Global Select
Market |
Securities registered pursuant to section
12(g) of the Act: None
Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes þ No o
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act. Yes o No þ
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such
files). Yes o No o
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this
chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. þ
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.
|
Large
accelerated filer þ
|
Accelerated
filer o
|
Non-accelerated filer o
|
Smaller
Reporting Company o
|
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o No þ
The aggregate market value of the
common stock held by non-affiliates of the registrant was approximately
$1,355,426,000, computed by reference to the closing sales price of the stock on
NASDAQ on June 30, 2009, the last trading day of the registrant’s most recently
completed second fiscal quarter.
The number of shares outstanding of
each of the registrant's classes of common stock as of February 12,
2010:
| |
Class
of Common Stock |
Number
of Shares |
|
|
|
Class A Stock, $.001 par value |
2,211,698 |
|
|
|
Common Stock, $.001 par value |
79,441,680 |
|
DOCUMENTS INCORPORATED BY
REFERENCE:
Specified portions of the
Registrant's definitive proxy statement filed in connection with solicitation of
proxies for its 2010 Annual Meeting of Shareholders are incorporated by
reference into Part III of this Form 10-K.
TABLE OF CONTENTS
EXPLANATORY NOTE
PART
IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EX -
10.14
EX -
10.15
EX -
31.1
EX -
31.2
EXPLANATORY NOTE
The sole purpose of this amendment is to amend
Exhibits 10.14 and 10.15 (the “Exhibits”) to the registrant’s Annual Report on
Form 10-K for the year ended December 31, 2009, as originally filed with the SEC
on February 18, 2010, to include certain portions of the Exhibits that had
previously been omitted (or “redacted”) pursuant to a request for confidential
treatment. This amendment provides revised redacted versions of the Exhibits.
Accordingly, the Exhibits are hereby amended and restated in their entirety.
Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as
amended, the registrant is including only Item 15 of Part IV below. The
remainder of the information contained in the original Form 10-K for the year
ended December 31, 2009 is not amended hereby. This amendment does not reflect
events occurring after the filing of the original Form 10-K for the year ended
December 31, 2009, or modify or update the disclosures therein in any way other
than to reflect the new Exhibits which are filed herewith.
PART IV
Item 15. Exhibits and Financial Statement
Schedules
(a) 1. Financial Statements
The financials
statements filed as part of this report are listed on the Index to Financial
Statements on page F-1.
2. Financial Statement Schedules
All schedules for
which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission are not required under the related
instructions or are inapplicable and, therefore, have been omitted.
3. Exhibits
|
Exhibit
Number
|
|
Description
|
| 3.1 |
|
(o) |
|
- |
|
Restated Certificate of Incorporation. |
| 3.2 |
|
(a) |
|
- |
|
By-Laws, as amended. |
| 10.1 + |
|
(b) |
|
- |
|
1990
Amended and Restated Long-Term Incentive Plan. |
| 10.2 + |
|
(p) |
|
- |
|
Amended
and Restated 2000 Long-Term Incentive Plan. |
| 10.2.1 + |
|
(c) |
|
- |
|
Form of
option agreement and related notice of grant for use in connection with
the grant of options to the Registrant’s non-employee directors and named
executive officers. |
| 10.2.2 + |
|
(c) |
|
- |
|
Form of
option agreement and related notice of grant for use in connection with
the grant of options to the Registrant’s executive officers other than the
named executive officers. |
| 10.2.3 + |
|
(d) |
|
- |
|
Form of
restricted stock award agreement and related notice of grant for use in
connection with the grant of restricted stock awards to the Registrant’s
executive officers. |
| 10.2.4 + |
|
(d) |
|
- |
|
Form of
option agreement and related notice of grant for use in connection with
the grant of stock options to certain of the Registrant’s executive
officers in connection with a January 2005 Option Exchange
Program. |
| 10.2.5 + |
|
(t) |
|
- |
|
Form of
option agreement and related notice of grant for use in connection with
the grant of time based vesting stock options to the Registrant's
non-employee directors and executive officers. |
| 10.2.6 + |
|
(t) |
|
- |
|
Form of
option agreement and related notice of grant for use in connection with
the grant of performance based vesting stock options to the Registrant's
executive officers. |
| 10.3 + |
|
(s) |
|
- |
|
Amended
and Restated Employment Agreement, dated as of November 14, 2008, between
the Registrant and Leonard S. Schleifer, M.D., Ph.D. |
| 10.4* + |
|
(e) |
|
- |
|
Employment Agreement, dated as of December 31, 1998, between the
Registrant and P. Roy Vagelos, M.D. |
| 10.5 + |
|
(s) |
|
- |
|
Regeneron Pharmaceuticals, Inc. Change in Control Severance Plan,
amended and restated effective as of November 14, 2008. |
| 10.6* |
|
(f) |
|
- |
|
IL-1
License Agreement, dated June 26, 2002, by and among the Registrant,
Immunex Corporation, and Amgen Inc. |
| 10.7* |
|
(u) |
|
- |
|
IL-1
Antibody Termination Agreement by and between Novartis Pharma AG,
Novartis Pharmaceuticals Corporation and the Registrant, dated as of June
8, 2009. |
| 10.8* |
|
(u) |
|
- |
|
Trap-2
Termination Agreement by and between Novartis Pharma AG, Novartis
Pharmaceuticals Corporation and the Registrant, dated as of June 8,
2009. |
| 10.9* |
|
(g) |
|
- |
|
Collaboration Agreement, dated as of September
5, 2003, by and between Aventis Pharmaceuticals Inc. and the
Registrant. |
| 10.9.1* |
|
(e) |
|
- |
|
Amendment No. 1 to Collaboration Agreement, by
and between Aventis Pharmaceuticals Inc. and the Registrant, effective as
of December 31, 2004. |
| 10.9.2 |
|
(h) |
|
- |
|
Amendment No. 2 to Collaboration Agreement, by
and between Aventis Pharmaceuticals Inc. and the Registrant, effective as
of January 7, 2005. |
| 10.9.3* |
|
(i) |
|
- |
|
Amendment No. 3 to Collaboration Agreement, by
and between Aventis Pharmaceuticals Inc. and the Registrant, effective as
of December 21, 2005. |
| 10.9.4* |
|
(i) |
|
- |
|
Amendment No. 4 to Collaboration Agreement, by
and between sanofi-aventis U.S., LLC (successor in interest to Aventis
Pharmaceuticals, Inc.) and the Registrant, effective as of January 31,
2006. |
| 10.10* |
|
(j) |
|
- |
|
License and Collaboration Agreement, dated as
of October 18, 2006, by and between Bayer HealthCare LLC and the
Registrant. |
| 10.11* |
|
(k) |
|
- |
|
Non Exclusive License and Material Transfer
Agreement, dated as of February 5, 2007, by and between AstraZeneca UK
Limited and the Registrant. |
| 10.12 |
|
(l) |
|
- |
|
Lease, dated as of December 21, 2006, by and
between BMR-Landmark at Eastview LLC and the Registrant. |
| 10.12.1* |
|
(n) |
|
- |
|
First Amendment to Lease, by and between
BMR-Landmark at Eastview LLC and the Registrant, effective as of October
24, 2007. |
| 10.12.2 |
|
(r) |
|
- |
|
Second Amendment to Lease, by and between
BMR-Landmark at Eastview LLC and the Registrant, effective as of September
30, 2008. |
| 10.12.3 |
|
(t) |
|
- |
|
Third Amendment to lease, by and between
BMR-Landmark at Eastview LLC and the Registrant, entered into as of April
29, 2009. |
| 10.12.4 |
|
(v) |
|
- |
|
Fourth Amendment to Lease, by and between
BMR-Landmark at Eastview LLC and the Registrant, effective as of December
3, 2009. |
| 10.12.5 |
|
(w) |
|
- |
|
Fifth Amendment to Lease, by and between
BMR-Landmark at Eastview LLC and the Registrant, entered into as of
February 11, 2010. |
| 10.13* |
|
(m) |
|
- |
|
Non Exclusive License and Material Transfer
Agreement, dated as of March 30, 2007, by and between Astellas Pharma Inc.
and the Registrant. |
| 10.14* |
|
## |
|
- |
|
Amended and Restated Discovery and Preclinical
Development Agreement, dated as of November 10, 2009, by and between
Aventis Pharmaceuticals Inc. and the Registrant. |
| 10.15* |
|
## |
|
- |
|
Amended and Restated License and Collaboration
Agreement, dated as of November 10, 2009, by and among Aventis
Pharmaceuticals Inc., sanofi-aventis Amerique Du Nord, and the
Registrant. |
| 10.16 |
|
(o) |
|
- |
|
Stock Purchase Agreement, dated as of November
28, 2007, by and among sanofi-aventis Amerique Du Nord, sanofi-aventis US
LLC, and the Registrant. |
| 10.17 |
|
(o) |
|
- |
|
Investor Agreement, dated as of December 20,
2007, by and among sanofi-aventis, sanofi-aventis US LLC, Aventis
Pharmaceuticals Inc., sanofi-aventis Amerique du Nord, and the
Registrant. |
| 10.17.1 |
|
# |
|
- |
|
First Amendment to the December 20, 2007
Investor Agreement, dated as of November 10, 2009, by and among
sanofi-aventis US LLC, Aventis Pharmaceuticals, Inc., sanofi-aventis
Amerique du Nord, and the Registrant. |
| 10.18* |
|
(q) |
|
- |
|
Amended and Restated Non-Exclusive License
Agreement, dated as of July 1, 2008 by and between Cellectis, S.A. and the
Registrant. |
| 23.1 |
|
# |
|
- |
|
Consent of PricewaterhouseCoopers LLP,
Independent Registered Public Accounting Firm. |
| 24.1 |
|
# |
|
- |
|
Power of Attorney (included on the signature
page of Annual Report on Form 10-K. |
| 31.1 |
|
## |
|
- |
|
Certification of CEO pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934. |
| 31.2 |
|
## |
|
- |
|
Certification of CFO pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934. |
| 32 |
|
# |
|
- |
|
Certification of CEO and CFO pursuant to 18
U.S.C. Section 1350. |
Description:
| (a) |
|
Incorporated by
reference from the Form 8-K for Regeneron Pharmaceuticals, Inc., filed
November 13, 2007. |
|
|
|
|
| (b) |
|
Incorporated by
reference from the Company’s registration statement on Form S-1 (file
number 33-39043). |
| |
| (c) |
|
Incorporated by
reference from the Form 8-K for Regeneron Pharmaceuticals, Inc., filed
December 16, 2005. |
| |
| (d) |
|
Incorporated by
reference from the Form 8-K for Regeneron Pharmaceuticals, Inc., filed
December 13, 2004. |
| |
| (e) |
|
Incorporated by
reference from the Form 10-K for Regeneron Pharmaceuticals, Inc., for the
year ended December 31, 2004, filed March 11, 2005. |
| |
| (f) |
|
Incorporated by
reference from the Form 10-Q for Regeneron Pharmaceuticals, Inc., for the
quarter ended June 30, 2002, filed August 13, 2002. |
| |
| (g) |
|
Incorporated by
reference from the Form 10-Q for Regeneron Pharmaceuticals, Inc., for the
quarter ended September 30, 2003, filed November 12, 2003. |
| |
| (h) |
|
Incorporated by
reference from the Form 8-K for Regeneron Pharmaceuticals, Inc., filed
January 11, 2005. |
| |
| (i) |
|
Incorporated by
reference from the Form 10-K for Regeneron Pharmaceuticals, Inc., for the
year ended December 31, 2005, filed February 28, 2006. |
| |
| (j) |
|
Incorporated by
reference from the Form 10-Q for Regeneron Pharmaceuticals, Inc., for the
quarter ended September 30, 2006, filed November 6, 2006. |
| |
| (k) |
|
Incorporated by
reference from the Form 10-K for Regeneron Pharmaceuticals, Inc., for the
year ended December 31, 2006, filed March 12, 2007. |
| |
| (l) |
|
Incorporated by
reference from the Form 8-K for Regeneron Pharmaceuticals, Inc., filed
December 22, 2006. |
| |
| (m) |
|
Incorporated by
reference from the Form 10-Q for Regeneron Pharmaceuticals, Inc., for the
quarter ended March 31, 2007, filed May 4, 2007. |
| |
| (n) |
|
Incorporated by
reference from the Form 10-Q for Regeneron Pharmaceuticals, Inc., for the
quarter ended September 30, 2007, filed November 7, 2007. |
| |
| (o) |
|
Incorporated by
reference from the Form 10-K for Regeneron Pharmaceuticals, Inc., for the
year ended December 31, 2007, filed February 27, 2008. |
| |
| (p) |
|
Incorporated by
reference from the Form 8-K for Regeneron Pharmaceuticals, Inc., filed
June 17, 2008. |
| |
| (q) |
|
Incorporated by
reference from the Form 10-Q for Regeneron Pharmaceuticals, Inc., for the
quarter ended June 30, 2008, filed August 1, 2008. |
| |
| (r) |
|
Incorporated by
reference from the Form 10-Q for Regeneron Pharmaceuticals, Inc., for the
quarter ended September 30, 2008, filed November 5, 2008. |
| |
| (s) |
|
Incorporated by
reference from the Form 10-K for Regeneron Pharmaceuticals, Inc., for the
year ended December 31, 2008, filed February 26, 2009.
|
| (t) |
|
Incorporated by reference from the Form
10-Q for Regeneron Pharmaceuticals, Inc., for the quarter ended March 31,
2009, filed April 30, 2009. |
|
|
|
|
| (u) |
|
Incorporated by reference from the Form
10-Q for Regeneron Pharmaceuticals, Inc., for the quarter ended June 30,
2009, filed August 4, 2009. |
| |
| (v) |
|
Incorporated by reference from the Form
8-K for Regeneron Pharmaceuticals, Inc., filed December 8,
2009. |
| |
| (w) |
|
Incorporated by reference from the Form
8-K for Regeneron Pharmaceuticals, Inc., filed February 16,
2010. |
____________________
| * |
|
Portions of this document have been
omitted and filed separately with the Commission pursuant to requests for
confidential treatment pursuant to Rule 24b-2. |
| |
|
|
| + |
|
Indicates a
management contract or compensatory plan or
arrangement.
|
| |
|
|
| # |
|
Previously
filed.
|
| |
|
|
| ## |
|
Filed
herewith.
|
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
|
REGENERON
PHARMACEUTICALS, INC. |
| |
|
|
|
By: |
/S/ LEONARD
S. SCHLEIFER |
|
|
|
|
|
Leonard S. Schleifer, M.D.,
Ph.D. |
|
|
|
|
President and Chief
Executive Officer |
| Dated: |
Tarrytown, New York |
|
|
|
|
June 2, 2010 |
|
|
Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated:
| Signature |
|
Title |
| |
/s/ |
|
LEONARD S. SCHLEIFER, |
|
President, Chief Executive Officer, and |
|
|
|
|
Leonard S. Schleifer, M.D., Ph.D. |
|
Director (Principal Executive Officer) |
|
|
|
|
|
/s/ |
|
MURRAY A. GOLDBERG |
|
Senior Vice President, Finance & |
|
|
|
|
Murray A. Goldberg |
|
Administration, Chief Financial Officer, |
|
|
|
|
|
|
Treasurer, and Assistant Secretary |
|
|
|
|
|
|
(Principal Financial Officer) |
|
|
|
|
|
/s/ |
|
DOUGLAS S. MCCORKLE |
|
Vice President, Controller, and |
|
|
|
|
Douglas S. McCorkle |
|
Assistant Treasurer |
|
|
|
|
|
|
(Principal Accounting Officer) |
|
|
|
|
|
|
|
* |
|
Executive Vice President, Chief Scientific |
|
|
|
|
George D. Yancopoulos, M.D., Ph.D |
|
Officer, President, Regeneron Research |
|
|
|
|
|
|
Laboratories, and Director |
|
|
|
|
|
|
|
* |
|
Chairman of the Board |
|
|
|
|
P. Roy Vagelos, M.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
|
|
|
Charles A. Baker |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
|
|
|
Michael S. Brown, M.D. |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
|
|
|
Alfred G. Gilman, M.D., Ph.D. |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
|
|
|
Joseph L. Goldstein, M.D. |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
|
|
|
Arthur F. Ryan |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
|
|
|
Eric M. Shooter, Ph.D. |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
|
|
|
George L. Sing |
|
|
____________________
| * By: |
/s/ Murray A.
Goldberg |
|
|
Murray A. Goldberg, as
Attorney-in-Fact |