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As filed with the Securities and Exchange Commission on March 28, 1996
Registration No.
--------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ELI LILLY AND COMPANY
(Exact name of registrant as specified in its charter)
LILLY CORPORATE CENTER
INDIANA INDIANAPOLIS, INDIANA 46285 35-0470950
(State or other (Address of Principal (I.R.S. Employer
jurisdiction of Executive Offices) Identification No.)
incorporation or (Zip Code)
organization)
Lilly GlobalShares Stock Plan
(Full Title of the Plan)
Rebecca O. Goss
Vice President and General Counsel
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 317-276-2000
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
securities to be maximum maximum registration
be registered registered offering price aggregate fee
per share(1) offering price(1)
Common Stock 5,400,000 $46.82 $260,827,200 $89,940
$65.00
(1) Pursuant to Rule 457(h), these prices are estimated solely for
the purpose of calculating the registration fee. Options to purchase
4,960,000 shares have been granted at an option price of $46.82 per share
($232,227,200 in the aggregate). As to the remaining 440,000 shares, the
proposed maximum offering price per share is estimated at $65.00
($28,600,000 in the aggregate), based upon the average of the high and low
sales prices of Registrant's Common Stock in the consolidated reporting
system on March 22, 1996.
There are also registered hereunder such additional indeterminate
number of shares as may be issued as a result of the antidilution
provisions of the Lilly GlobalShares Stock Plan.
The contents of the Company's Registration Statement on Form S-8,
Registration No. 33-50783, as filed with the Securities and Exchange
Commission on October 27, 1993, are incorporated by reference herein.
Item 8. EXHIBITS
Exhibit
Number Description
5 Opinion of Daniel P. Carmichael, Deputy General
Counsel and Secretary of the Company
23 Consent of Ernst & Young LLP, Independent Auditors
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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Indianapolis, State of Indiana,
on March 18, 1996.
ELI LILLY AND COMPANY
By s/Randall L. Tobias
-------------------------------
Randall L. Tobias, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on March 18, 1996, by the following
persons in the capacities indicated.
-2-
SIGNATURE TITLE
s/Randall L. Tobias Chairman, Chief Executive
------------------- Officer, and a Director
(Randall L. Tobias) (principal executive officer)
s/Charles E. Golden Executive Vice President,
- ------------------- Chief Financial Officer,
(Charles E. Golden and a Director (principal
financial officer)
s/Arnold C. Hanish Chief Accounting Officer
- ------------------ (principal accounting officer)
(Arnold C. Hanish)
s/Steven C. Beering, M.D. Director
- -------------------------
(Steven C. Beering, M.D.)
s/James W. Cozad Director
- ----------------
(James W. Cozad)
s/Alfred G. Gilman, M.D., Ph.D. Director
- -------------------------
(Alfred G. Gilman, M.D., Ph.D.)
s/Karen N. Horn, Ph.D. Director
- ----------------------
(Karen N. Horn, Ph.D.)
s/J. Clayburn La Force, Jr., Ph.D. Director
- ----------------------------------
(J. Clayburn La Force, Jr., Ph.D.)
Director
- -------------------------------
(Kenneth L. Lay)
s/Franklyn G. Prendergast, M.D., Ph.D. Director
- -------------------------------------
(Franklyn G. Prendergast, M.D.,Ph.D.)
s/Kathi Seifert Director
- ---------------
(Kathi Seifert)
s/Sidney Taurel Director
- ---------------
(Sidney Taurel)
s/August M. Watanabe, M.D. Director
- --------------------------
(August M. Watanabe, M.D.)
s/Alva O. Way Director
- -------------
(Alva O. Way)
-3-
INDEX TO EXHIBITS
The following documents are filed as part of this Registration Statement:
Exhibit
5 Opinion of Daniel P. Carmichael, Deputy General Counsel and
Secretary of the Company
23 Consent of Ernst & Young LLP, Independent Auditors
-4-
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
Daniel P. Carmichael
Deputy General Counsel
and Secretary
March 22, 1996
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
Gentlemen:
On or about March 22, 1996, Eli Lilly and Company (the
``Company'') will file with the Securities and Exchange
Commission on Form S-8 its Registration Statement
(``Registration Statement'') relating to 5,400,000
additional shares of Common Stock that may be issued or
transferred by the Company upon the exercise of stock
options or pursuant to stock grants that may be granted to
employees of the Company and its subsidiaries under the
GlobalShares Stock Plan (the ``Plan'').
With respect to the Company and shares of its Common Stock,
I am of the opinion that:
A. The Company is a corporation duly organized and
validly existing under the laws of the State of Indiana.
B. The 5,400,000 shares of Common Stock referred to
above:
(i) are duly authorized;
(ii) upon selection, in accordance with the terms
of the Plan, of grantees from among those employees of
the Company and its subsidiaries eligible for receipt
of stock options and stock grants (``Eligible
Employees''), may be validly included in grants of
stock options and stock grants to such Eligible
Employees; and
(iii) will be validly issued and outstanding,
fully paid and nonassessable upon issuance or transfer:
(a) pursuant to the due exercise of stock
options in accordance with the terms and subject
to the conditions of the Plan and the payment of
the option price stated in such options; and
(b) pursuant to stock grants, subject,
however, to any restrictions that may be imposed
pursuant to the terms of the Plan or the grants.
In arriving at the foregoing opinion, I have examined
corporate records, plans, agreements and other documents of
the Company.
I consent to the use of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not
admit that I come within the category of persons whose
consent is required under Section 7 of the Securities Act of
1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
s/Daniel P. Carmichael
EXHIBIT 23. CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Lilly
GlobalShares Stock Option Plan of Eli Lilly and Company of
our report dated February 5, 1996, with respect to the
consolidated financial statements of Eli Lilly and Company
incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
March 22, 1996