SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
Regeneron Pharmaceuticals, Inc.
(Name of Subject Company (Issuer))
Regeneron Pharmaceuticals, Inc.
(Name of Filing Person (Offeror))
Options under the 1990 Long-Term Incentive Plan
and 2000 Long-Term Incentive Plan
to Purchase Common Stock, Par Value $.001 Per Share,
Having an Exercise Price Per Share of $18.00 or More
(Title of Class of Securities)
00075886F1
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Stuart Kolinski, Esq.
Vice President, General Counsel and Secretary
Regeneron Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591
(914) 347-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Person)
Copy to:
Kent A. Coit, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, MA 02108
Telephone: (617) 573-4800
Facsimile: (617) 573-4822
CALCULATION OF FILING FEE
===============================================================================
Transaction Valuation* Amount of Filing Fee**
-------------------------------------------------------------------------------
$13,162,587.66 $1,667.70***
===============================================================================
* Calculated solely for purposes of determining the filing fee. This
amount assumes that options to purchase 4,847,581 shares of common
stock of Regeneron Pharmaceuticals, Inc. having an approximate
aggregate value of $13,162,587.66 will be exchanged pursuant to this
Offer. The aggregate value of such options was calculated based on the
Black-Scholes option pricing model, as of November 3, 2004.
** The amount of the filing fee, calculated in accordance with Rule 0-11
of the Securities Exchange Act of 1934, as amended, equals $126.70 for
each $1,000,000 of the aggregate value of this transaction.
*** Previously paid.
|_| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: |_|
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO initially filed by Regeneron Pharmaceuticals, Inc. (the
"Company") with the Securities and Exchange Commission (the "SEC") on December
3, 2004, as amended by Amendment No. 1 filed by the Company with the SEC on
December 6, 2004 (as so previously amended, the "Schedule TO"), in connection
with the Company's offer (the "Offer"), upon the terms and subject to the
conditions set forth in the Offer to Exchange and the related Election Form (as
such terms are defined in the Schedule TO), to exchange eligible options for
replacement options to be granted under the Company's 2000 Long-Term Incentive
Plan.
Items 1 - "Summary Term Sheet," 2 - "Subject Company Information" and 4 -
"Terms of the Transaction" of the Schedule TO, and the cover page, "Summary
Term Sheet - Questions and Answers," and Section 6 - "Conditions of the Offer,"
of the Offer to Exchange, are hereby amended and supplemented by adding the
following:
"On December 17, 2004, at a special meeting of shareholders, the
shareholders of the Company approved (the "Shareholder Approval") the
proposal to amend the Company's 2000 Long-Term Incentive Plan to
expressly authorize the Option Exchange Program (as defined in the
Offer to Exchange), thereby satisfying one of the conditions of the
Offer."
Item 12. Exhibits.
On Friday, December 17, 2004, the Company's Vice President, Human Resources
sent an e-mail communication to all eligible employees about the Shareholder
Approval. Item 12 of the Schedule TO is hereby amended to include the December
17th e-mail communication to eligible employees as Exhibit (a)(1)(xi).
(a)(1)(i) Offer to Exchange dated December 3, 2004.*
(a)(1)(ii) Form of Election Form.*
(a)(1)(iii) Form of Notice of Withdrawal.*
(a)(1)(iv) Form of Acceptance Letter.*
(a)(1)(v) Form of communication to Regeneron Pharmaceuticals, Inc.
optionholders confirming receipt of Election Form or Notice
of Withdrawal.*
(a)(1)(vi) Regeneron Pharmaceuticals, Inc. Quarterly Report on Form 10-Q
for its fiscal quarter ended September 30, 2004, filed with
the Securities and Exchange Commission on November 8, 2004
and incorporated herein by reference.
(a)(1)(vii) Regeneron Pharmaceuticals, Inc. Annual Report on Form 10-K/A
for the fiscal year ending December 31, 2003 filed with the
Securities and Exchange Commission on March 19, 2004 and
incorporated herein by reference.
(a)(1)(viii) E-mail communication to Regeneron Pharmaceuticals, Inc.
employees dated November 17, 2004 filed as Exhibit 99.2 to
the Company's Schedule TO-C filed with the Securities and
Exchange Commission on November 17, 2004 and incorporated
herein by reference.
(a)(1)(ix) Employee Presentation Materials.*
(a)(1)(x) E-mail communication from the Vice President, Human Resources
to all eligible employees sent on Monday, December 6, 2004.*
(a)(1)(xi) E-mail communication from the Vice President, Human Resources
to all eligible employees sent on Friday, December 17, 2004.
(d)(1) Regeneron Pharmaceuticals, Inc. 1990 Long-Term Incentive
Plan, as amended, filed as Exhibit 10.12 to Amendment No. 4
to the Company's Registration Statement on Form S-1, filed
with the Securities and Exchange Commission on April 2,
1991 (Registration Statement No. 033-39043) and incorporated
herein by reference.
(d)(2) Regeneron Pharmaceuticals, Inc. 2000 Long-Term Incentive
Plan, filed as Exhibit 10.6 to the Form 10-K for Regeneron
Pharmaceuticals, Inc. for the fiscal year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 22, 2002 and incorporated herein by reference.
(d)(3) Amendment No. 1 to Regeneron Pharmaceuticals, Inc. 2000
Long-Term Incentive Plan, effective as of June 14, 2002,
filed as Exhibit 10.6.1 to the Form 10-K for Regeneron
Pharmaceuticals, Inc. for the fiscal year ended December 31,
2002, filed with the Securities and Exchange Commission on
March 31, 2003 and incorporated herein by reference.
(d)(4) Amendment No. 2 to Regeneron Pharmaceuticals, Inc. 2000
Long-Term Incentive Plan, effective as of December 20, 2002,
filed as Exhibit 10.6.2 to the Form 10-K for Regeneron
Pharmaceuticals, Inc. for the fiscal year ended December 31,
2002, filed with the Securities and Exchange Commission on
March 31, 2003 and incorporated herein by reference.
(d)(5) Amendment No. 3 to Regeneron Pharmaceuticals, Inc. 2000
Long-Term Incentive Plan, effective as of June 14, 2004,
filed as Exhibit 10.6.3 to the Form 10-Q for Regeneron
Pharmaceuticals, Inc. for the quarterly period ended June 30,
2004, filed with the Securities and Exchange Commission on
August 5, 2004 and incorporated herein by reference.
(d)(6) Amendment No. 4 to the Regeneron Pharmaceuticals, Inc. 2000
Long-Term Incentive Plan, included as Annex A to the
Company's definitive proxy statement on Schedule 14A filed
with the Securities and Exchange Commission on November 29,
2004 and incorporated herein by reference.
(d)(7) Form of Replacement Option Agreement and Notice of Grant of
Replacement Options for employees of Regeneron
Pharmaceuticals, Inc. other than vice presidents.*
(d)(8) Form of Replacement Option Agreement and Notice of Grant of
Replacement Options for vice presidents of Regeneron
Pharmaceuticals, Inc.*
(d)(9) Form of Replacement Option Agreement and Notice of Grant of
Replacement Options for senior vice presidents and executive
vice presidents of Regeneron Pharmaceuticals, Inc.*
(d)(10) Regeneron Pharmaceuticals, Inc. Registration Statements
relating to Securities to be offered to employees pursuant to
employee benefit plans on Form S-8 and Form S-8 POS, filed
with the Securities and Exchange Commission on August 19,
1997 (File No. 333-33891), June 15, 1999 (File No.
333-80663), May 17, 2001 (File No. 333-61132), July 30, 2002
(File No. 333-80663, July 30, 2002 (File No. 333-97375) and
September 24, 2004 (File No. 333-119257) and incorporated
herein by reference.
(d)(11) Regeneron Pharmaceuticals, Inc. Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on
February 20, 1991 as amended by the Registration Statement on
Form 8-A/A, filed with the Securities and Exchange Commission
on March 27, 1991 and incorporated herein by reference.
(d)(12) Regeneron Pharmaceuticals, Inc. Registration Statement on
Form 8-A, filed with the Securities and Exchange Commission
on October 15, 1996 and incorporated herein by reference.
(d)(13) Rights Agreement, dated as of September 20, 1996, between
Regeneron Pharmaceuticals, Inc. and Chase Mellon Shareholder
Services LLC, as Rights Agent, including the form of Rights
Certificate as Exhibit B thereto, filed as Exhibit 1 to
Regeneron Pharmaceuticals, Inc. Registration Statement on
Form 8-A, filed with the Securities and Exchange Commission
on October 15, 1996 and incorporated herein by reference.
____________________________
* Previously filed.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule TO is true, complete
and correct.
REGENERON PHARMACEUTICALS, INC.
By: /s/ Stuart Kolinski
---------------------------------------
Name: Stuart Kolinski
Title: Vice President and General Counsel
Date: December 17, 2004
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
(a)(1)(i) Offer to Exchange dated December 3, 2004.*
(a)(1)(ii) Form of Election Form.*
(a)(1)(iii) Form of Notice of Withdrawal.*
(a)(1)(iv) Form of Acceptance Letter.*
(a)(1)(v) Form of communication to Regeneron Pharmaceuticals, Inc.
optionholders confirming receipt of Election Form or Notice
of Withdrawal.*
(a)(1)(vi) Regeneron Pharmaceuticals, Inc. Quarterly Report on Form 10-Q
for its fiscal quarter ended September 30, 2004, filed with
the Securities and Exchange Commission on November 8, 2004
and incorporated herein by reference.
(a)(1)(vii) Regeneron Pharmaceuticals, Inc. Annual Report on Form 10-K/A
for the fiscal year ending December 31, 2003 filed with the
Securities and Exchange Commission on March 19, 2004 and
incorporated herein by reference.
(a)(1)(viii) E-mail communication to Regeneron Pharmaceuticals, Inc.
employees dated November 17, 2004 filed as Exhibit 99.2 to
the Company's Schedule TO-C filed with the Securities and
Exchange Commission on November 17, 2004 and incorporated
herein by reference.
(a)(1)(ix) Employee Presentation Materials.*
(a)(1)(x) E-mail communication from the Vice President, Human Resources
to all eligible employees sent on Monday, December 6, 2004.*
(a)(1)(xi) E-mail communication from the Vice President, Human Resources
to all eligible employees sent on Friday, December 17, 2004.
(d)(1) Regeneron Pharmaceuticals, Inc. 1990 Long-Term Incentive
Plan, as amended, filed as Exhibit 10.12 to Amendment No. 4
to the Company's Registration Statement on Form S-1, filed
with the Securities and Exchange Commission on April 2,
1991 (Registration Statement No. 033-39043) and incorporated
herein by reference.
(d)(2) Regeneron Pharmaceuticals, Inc. 2000 Long-Term Incentive
Plan, filed as Exhibit 10.6 to the Form 10-K for Regeneron
Pharmaceuticals, Inc. for the fiscal year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 22, 2002 and incorporated herein by reference.
(d)(3) Amendment No. 1 to Regeneron Pharmaceuticals, Inc. 2000
Long-Term Incentive Plan, effective as of June 14, 2002,
filed as Exhibit 10.6.1 to the Form 10-K for Regeneron
Pharmaceuticals, Inc. for the fiscal year ended December 31,
2002, filed with the Securities and Exchange Commission on
March 31, 2003 and incorporated herein by reference.
(d)(4) Amendment No. 2 to Regeneron Pharmaceuticals, Inc. 2000
Long-Term Incentive Plan, effective as of December 20, 2002,
filed as Exhibit 10.6.2 to the Form 10-K for Regeneron
Pharmaceuticals, Inc. for the fiscal year ended December 31,
2002, filed with the Securities and Exchange Commission on
March 31, 2003 and incorporated herein by reference.
(d)(5) Amendment No. 3 to Regeneron Pharmaceuticals, Inc. 2000
Long-Term Incentive Plan, effective as of June 14, 2004,
filed as Exhibit 10.6.3 to the Form 10-Q for Regeneron
Pharmaceuticals, Inc. for the quarterly period ended June 30,
2004, filed with the Securities and Exchange Commission on
August 5, 2004 and incorporated herein by reference.
(d)(6) Amendment No. 4 to the Regeneron Pharmaceuticals, Inc. 2000
Long-Term Incentive Plan, included as Annex A to the
Company's definitive proxy statement on Schedule 14A filed
with the Securities and Exchange Commission on November 29,
2004 and incorporated herein by reference.
(d)(7) Form of Replacement Option Agreement and Notice of Grant of
Replacement Options for employees of Regeneron
Pharmaceuticals, Inc. other than vice presidents.*
(d)(8) Form of Replacement Option Agreement and Notice of Grant of
Replacement Options for vice presidents of Regeneron
Pharmaceuticals, Inc.*
(d)(9) Form of Replacement Option Agreement and Notice of Grant of
Replacement Options for senior vice presidents and executive
vice presidents of Regeneron Pharmaceuticals, Inc.*
(d)(10) Regeneron Pharmaceuticals, Inc. Registration Statements
relating to Securities to be offered to employees pursuant to
employee benefit plans on Form S-8 and Form S-8 POS, filed
with the Securities and Exchange Commission on August 19,
1997 (File No. 333-33891), June 15, 1999 (File No.
333-80663), May 17, 2001 (File No. 333-61132), July 30, 2002
(File No. 333-80663, July 30, 2002 (File No. 333-97375) and
September 24, 2004 (File No. 333-119257) and incorporated
herein by reference.
(d)(11) Regeneron Pharmaceuticals, Inc. Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on
February 20, 1991 as amended by the Registration Statement on
Form 8-A/A, filed with the Securities and Exchange Commission
on March 27, 1991 and incorporated herein by reference.
(d)(12) Regeneron Pharmaceuticals, Inc. Registration Statement on
Form 8-A, filed with the Securities and Exchange Commission
on October 15, 1996 and incorporated herein by reference.
(d)(13) Rights Agreement, dated as of September 20, 1996, between
Regeneron Pharmaceuticals, Inc. and Chase Mellon Shareholder
Services LLC, as Rights Agent, including the form of Rights
Certificate as Exhibit B thereto, filed as Exhibit 1 to
Regeneron Pharmaceuticals, Inc. Registration Statement on
Form 8-A, filed with the Securities and Exchange Commission
on October 15, 1996 and incorporated herein by reference.
____________________________
* Previously filed.