As filed with the Securities and Exchange Commission on August 21, 1998
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 Executive Offices) (I.R.S. Employer
jurisdiction of (Zip Code) Identification No.)
incorporation or
organization)
1998 Lilly Stock Plan, 1994 Lilly Stock Plan, 1989 Lilly Stock Plan
(Full Title of the Plan)
Rebecca O. Goss, Senior 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
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CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
- ---------------------------------------------------------------------------------------------
1,000,000
Common Stock shares $68.96875 $68,968,750 $20,345.78
- ---------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of Registrant's Common Stock in the consolidated
reporting system on August 14, 1998.
There are also registered hereunder such additional indeterminate number
of shares as may be issued as a result of the antidilution provisions of the
1998 Lilly Stock Plan.
Pursuant to Rule 429, this Registration Statement also refers to
Registration Statements No. 33-56141 and 33-29482.
PART I
Item 1. PLAN INFORMATION
Not included pursuant to Form S-8 instructions.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not included pursuant to Form S-8 instructions.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Annual Report of Eli Lilly and Company (the "Company" or
"Registrant") on Form 10-K for the fiscal year ended December 31, 1997, the
Quarterly Reports of the Company on Form 10-Q for the fiscal quarters ended
March 31, 1998, and June 30, 1998 and the description of the Company's common
stock contained in the Company's Registration Statement under the Securities
Exchange Act of 1934 with respect to that stock filed with the Securities and
Exchange Commission, including any amendments or reports filed for the purpose
of updating that description, are incorporated in this Registration Statement
by reference. All documents filed by the Company pursuant to Section 13, 14,
or 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and 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 of this Registration
Statement from the date of filing of those documents with the Commission.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
James B. Lootens, Assistant Secretary and Associate General Counsel of
the Company, has provided an opinion as to the legality of the securities
offered hereby. Mr. Lootens beneficially owns 8,179 shares of common stock of
the Company and holds options to purchase an additional 19,600 shares of such
stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Indiana Business Corporation Law provides that a corporation, unless
limited by its Articles of Incorporation, is required to indemnify its directors
and officers against reasonable expenses incurred in the successful defense of
any proceeding arising out of their serving as a director or officer of the
corporation.
To the fullest extent permitted by the Indiana Business Corporation Law,
the Company's Articles of Incorporation provide for indemnification of
directors, officers, and employees of the Company against any and all liability
and expense actually and reasonably incurred by them, arising out of any claim
or action, civil, criminal, administrative or investigative, in which they may
become involved by reason of being or having been a director, officer, or
employee. To be entitled to indemnification, (a) those persons must have been
wholly successful in the claim or action on the merits or otherwise or (b) the
Board of Directors, independent legal counsel, or the shareholders must have
determined that such persons acted in good faith in what they reasonably
believed to be in the best interests of the Company (or in the case of conduct
not in the individual's official capacity with the Company, at least not opposed
to its best interests) and, in addition, in any criminal action, had no
reasonable cause to believe that their conduct was unlawful or had reasonable
cause to believe their conduct was lawful.
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Officers and directors of the Company are insured, subject to certain
exclusions and deductible and maximum amounts, against loss from claims arising
in connection with their acting in their respective capacities, including claims
under the Securities Act of 1933.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description
5 Opinion of James B. Lootens, Assistant Secretary and
Associate General Counsel of the Company, including his consent
23 Consent of Ernst & Young LLP, Independent Auditors
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price
set forth in the Calculation of Registration Fee table in
the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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 July 20, 1998.
ELI LILLY AND COMPANY
By /s/ Sidney Taurel
-------------------------
Sidney Taurel, President and
Chief Executive Officer
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.
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SIGNATURE TITLE DATE
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s/Sidney Taurel President, Chief Executive Officer, July 20, 1998
- ------------------------------ and a Director (principal executive
(Sidney Taurel) officer)
s/Charles E. Golden Executive Vice President, Chief Financial July 20, 1998
- ------------------------------ Officer and a Director (principal financial
(Charles E. Golden) officer)
s/Arnold C. Hanish Chief Accounting Officer (principal July 20, 1998
- ------------------------------ accounting officer)
(Arnold C. Hanish)
s/Evan Bayh Director July 20, 1998
- ------------------------------
(Evan Bayh)
s/Steven C. Beering, M.D. Director July 20, 1998
- ------------------------------
(Steven C. Beering, M.D.)
s/Alfred G. Gilman, M.D., Ph.D. Director July 20, 1998
- ------------------------------
(Alfred G. Gilman, M.D., Ph.D.)
s/Karen N. Horn, Ph.D. Director July 20, 1998
- ------------------------------
(Karen N. Horn, Ph.D.)
s/Kenneth L. Lay, Ph.D. Director July 20, 1998
- ------------------------------
(Kenneth L. Lay, Ph.D.)
s/Franklyn G. Prendergast, Ph.D. Director July 20, 1998
- ------------------------------
(Franklyn B. Prendergast, Ph.D.)
s/Kathy P. Seifert Director July 20, 1998
- ------------------------------
(Kathy P. Seifert)
s/Randall L. Tobias Director July 20, 1998
- ------------------------------
(Randall L. Tobias)
s/August M. Watanabe Director July 20, 1998
- ------------------------------
(August M. Watanabe)
s/Alva O. Way Director July 20, 1998
- ------------------------------
(Alva O. Way)
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INDEX TO EXHIBITS
The following documents are filed as part of this Registration Statement:
Exhibit
5 Opinion of James B. Lootens, Assistant Secretary and
Associate General Counsel of the Company, including his consent
23 Consent of Ernst & Young LLP, Independent Auditors
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[LETTERHEAD OF ELI LILLY AND COMPANY]
August 21, 1998
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
Gentlemen:
On or about August 21, 1998, 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 1,000,000 shares of Common
Stock that may be issued or transferred by the Company upon the exercise of
stock options or pursuant to performance awards or restricted stock grants,
that may be granted to employees of the Company and its subsidiaries under
the 1998 Lilly 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 1,000,000 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, performance awards, and restricted stock
grants (Eligible Employees), may be validly included in grants of stock
options, performance awards, and restricted 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
Eli Lilly and Company
Lilly Corporate Center
August 21, 1998
Page 2
the conditions of the Plan and the payment of the option price
stated in such options;
(b) pursuant to fulfillment of all conditions required by the Plan for
the issuance or transfer of such shares of Common Stock pursuant to
performance awards; and
(c) pursuant to restricted stock grants subject, however, to termination
of the grant and the requirement for re-transfer of the shares to
the Company if the grantee does not comply with the restrictions of
the restricted stock grant.
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/ James B. Lootens
JBL:mlc
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1998 Lilly Stock Plan of Eli Lilly and Company of
our report dated January 30, 1998, with respect to the consolidated financial
statements and schedules of the Company incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
Indianapolis, IN
August 21, 1998 Ernst & Young LLP
