S-8 POS

As filed with the Securities and Exchange Commission on January 13, 2017

Registration No. 333-138325

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

Form S-8 Registration Statement No. 333-92424  

Form S-8 Registration Statement No. 333-138325

UNDER

THE SECURITIES ACT OF 1933

 

 

AMGEN INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   95-3540776
(State of Incorporation)  

(I.R.S. Employer

Identification No.)

One Amgen Center Drive

Thousand Oaks, California 91320-1799

(805) 447-1000

(Address of principal executive offices, including zip code)

Amgen Inc. Amended and Restated 1999 Equity Incentive Plan (f/k/a the Immunex Corporation 1999 Stock Option Plan)

Amgen Inc. Amended and Restated Assumed Avidia Equity Incentive Plan (f/k/a the Avidia, Inc. Amended and Restated 2003 Equity Incentive Plan

(Full title of the plan)

 

 

Jonathan P. Graham, Esq.

Senior Vice President, General Counsel

and Secretary

One Amgen Center Drive

Thousand Oaks, California 91320-1799

(805) 447-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

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 (Check one):

 

Large Accelerated filer      Accelerated filer  
Non-Accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company  


EXPLANATORY NOTE / DEREGISTRATION OF UNSOLD SECURITIES

Amgen Inc. (the “Company”) previously registered shares of the Company’s common stock, $0.0001 par value per share, under the following registration statements (the “Registration Statements”) concerning shares issuable under certain employee benefit and equity plans and agreements. The Company is filing these post-effective amendments to the Registration Statements (“Post-Effective Amendments”) in order to deregister any securities registered and unsold under the Registration Statements and to terminate the Registration Statements. The approximate number of unsold shares is set forth below with respect to each Registration Statement. The shares are being removed from registration and the Registration Statements are being terminated because the plans referenced below have now expired or been terminated and all shares that were issuable under the plans have been issued.

 

Registration
No.

   Date Filed
With the
SEC
  

Name of Equity Plan or Agreement

   Number of Shares
Originally
Registered
     Approximate
Number of
Shares
Deregistered
Hereby
 

333-92424

   7/16/2002
10/30/2002
  

Amgen Inc. Amended and Restated 1999 Equity Incentive Plan

(f/k/a the Immunex Corporation 1999 Stock Option Plan) Amendment No. 1

    

 
 
 

 

19,274,402

less 550 shares
deregistered by
Amendment No. 1

Total: 19,273,852

  

  
  
  

  

     7,235,326   

333-138325

   10/31/2006    Amgen Inc. Amended and Restated Assumed Avidia Equity Incentive Plan (f/k/a the Avidia, Inc. Amended and Restated 2003 Equity Incentive Plan)      266,276         87,172   


SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended, the registrant, Amgen Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing these Post-Effective Amendments and has duly caused and authorized the officers whose signatures appear below to sign these Post-Effective Amendments on its behalf by the undersigned, in the City of Thousand Oaks, State of California, on the 13th day of January, 2017.

 

AMGEN INC.
By:  

/s/ Robert A. Bradway

Robert A. Bradway
Chairman of the Board, Chief Executive Officer and President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints Robert A. Bradway, David W. Meline and Jonathan P. Graham as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments (including these Post-Effective Amendments filed herewith) to the Registration Statements listed herein above, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.

Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments have been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Robert A. Bradway

Robert A. Bradway

  

Chairman of the Board, Chief Executive Officer and President

(Principal Executive Officer)

 

January 13, 2017

/s/ David W. Meline

David W. Meline

  

Chief Financial Officer

(Principal Financial Officer)

 

January 13, 2017

/s/ Annette L. Such

Annette L. Such

  

Vice President, Finance and Chief Accounting Officer

(Principal Accounting Officer)

 

January 13, 2017

/s/ David Baltimore

David Baltimore

   Director  

January 13, 2017

/s/ Frank J. Biondi, Jr.

Frank J. Biondi, Jr.

   Director  

January 13, 2017

/s/ François de Carbonnel

François de Carbonnel

   Director  

January 13, 2017


/s/ Robert A. Eckert

Robert A. Eckert

   Director  

January 13, 2017

/s/ Greg C. Garland

Greg C. Garland

   Director  

January 13, 2017

/s/ Fred Hassan

Fred Hassan

   Director  

January 13, 2017

/s/ Rebecca M. Henderson

Rebecca M. Henderson

   Director  

January 13, 2017

/s/ Frank C. Herringer

Frank C. Herringer

   Director  

January 13, 2017

/s/ Tyler Jacks

Tyler Jacks

   Director  

January 13, 2017

/s/ Ellen J. Kullman

Ellen J. Kullman

   Director  

January 13, 2017

/s/ Judith C. Pelham

Judith C. Pelham

   Director  

January 13, 2017

/s/ Ronald D. Sugar

Ronald D. Sugar

   Director  

January 13, 2017

/s/ R. Sanders Williams

R. Sanders Williams

   Director  

January 13, 2017

 


EXHIBIT INDEX

 

Exhibit
Number

  

Description

24.1    Power of Attorney (included on signature page)