Edgar Filing: INCYTE GENOMICS INC

As filed with the Securities and Exchange Commission on August 15, 2001.

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

INCYTE GENOMICS, INC.
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(Exact name of registrant as specified in its charter)

Delaware 94-3136539
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)

3160 Porter Drive
Palo Alto, California 94304
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(Address of Principal Executive Offices) (Zip Code)

1991 STOCK PLAN OF INCYTE GENOMICS, INC.
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(Full title of the plan)

ROY A. WHITFIELD Copy to:
Chief Executive Officer STANTON D. WONG, ESQ.
Incyte Genomics, Inc. Pillsbury Winthrop LLP
3160 Porter Drive P.O. Box 7880
Palo Alto, California 94304 San Francisco, CA 94120
(415) 855-0555 (415) 983-1000
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(Name, address and telephone number,
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered(1) per Share(2) Offering Price(2) Fee
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Common Stock, $.001 par value(3) 2,500,000 shares $17.10 $42,750,000 $10,688
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(1) Calculated pursuant to General Instruction E to Form S-8.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1), based upon the average of the high and low
sales prices of the Company's Common Stock on the Nasdaq National Market on
August 13, 2001.

(3) Associated with the Common Stock are Series A Participating Preferred Stock
Purchase Rights that will not be exercisable or evidenced separately from
the Common Stock prior to the occurrence of certain events.

_________________

The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.

INFORMATION REQUIRED PURSUANT
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TO GENERAL INSTRUCTION E TO FORM S-8
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General Instruction E Information

This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.

Registrant's Form S-8 Registration Statements filed with the Securities and
Exchange Commission on October 3, 2000 (File No. 333-47178), July 20, 1999 (File
No. 333-83291), September 9, 1998 (File No. 333-63069), July 16, 1997 (File No.
333-31413), October 4, 1996 (File No. 333-13449), June 20, 1995 (File No. 33-
93666) and on March 10, 1994 (File No. 33-76344) are hereby incorporated by
reference.

Part II

Incorporation of Documents by Reference

The following documents previously filed by Registrant with the Commission
are hereby incorporated by reference in this Registration Statement:

(1) Registrant's Annual Report on Form 10-K (File No. 0-27488) for the
fiscal year ended December 31, 2000;

(2) Registrant's Quarterly Reports on Form 10-Q (File No. 0-27488) for the
quarters ended March 31, and June 30, 2001;

(3) Registrant's Current Report on Form 8-K filed on January 10, 2001, as
amended by Form 8-K/A filed on February 5, 2001, and Current Reports on Form 8-K
filed on February 13, and February 23, 2001 (File No. 0-27488);

(4) The description of the Common Stock contained in Registrant's
Registration Statement on Form 8-A filed January 5, 1996 (File No. 0-27488); and

(5) The description of the Series A Participating Preferred Stock Purchase
Rights contained in Registrant's Registration Statement on Form 8-A Filed
September 30, 1998 (File No. 0-27488).

In addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 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 in this Registration Statement and to
be a part hereof from the date of filing of such documents.

EXHIBITS
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Exhibit
Number Exhibit
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5.1 Opinion of Pillsbury Winthrop LLP.

23.1 Consent of Ernst & Young LLP, Independent Auditors.

23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.4 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).

99.1 1991 Stock Plan of Incyte Genomics, Inc., as amended and restated
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001).

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SIGNATURES
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California, on August 14, 2001.

INCYTE GENOMICS, INC.

By /s/ ROY A. WHITFIELD
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Roy A. Whitfield
Chief Executive Officer
(Principal Executive Officer)

POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roy A. Whitfield and John M. Vuko, and each of
them, his true and lawful attorneys-in-fact and agents, each 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 exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange 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, 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 his substitute or substitutes, may do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:

Signature Title Date
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/s/ ROY A. WHITFIELD Chief Executive Officer (Principal August 14, 2001
----------------------------------------- Executive Officer) and Director
Roy A. Whitfield

/s/ JOHN M. VUKO Chief Financial Officer (Principal August 13, 2001
----------------------------------------- Financial Officer)
John M. Vuko

/s/ TIMOTHY HENN Controller (Principal Accounting Officer) August 14, 2001
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Timothy Henn

/s/ JEFFREY J. COLLINSON Director August 14, 2001
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Jeffrey J. Collinson

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Signature Title Date
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/s/ RANDAL W. SCOTT Chairman of the Board August 13, 2001
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Randal W. Scott

/s/ BARRY M. BLOOM Director August 13, 2001
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Barry M. Bloom

/s/ FREDERICK B. CRAVES Director August 10, 2001
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Frederick B. Craves

/s/ JON S. SAXE Director August 13, 2001
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Jon S. Saxe

/s/ BARRY M. ARIKO Director August 14, 2001
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Barry M. Ariko

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INDEX TO EXHIBITS
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