As filed with the Securities and Exchange Commission on June 14, 2005
Registration No. 333-79241
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MEDIMMUNE, INC.
(Exact name of registrant as specified in its charter)
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One MedImmune Way |
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DELAWARE |
Gaithersburg, Maryland 20878 |
55-1555759 |
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(State or other jurisdiction of incorporation or organization) |
(Address of Principal Executive Offices) (Zip Code) |
(I.R.S. Employer Identification No.) |
1999 Stock Option Plan
(Full Title of the Plan)
David M. Mott
Chief Executive Officer,
President and Vice Chairman
MedImmune, Inc.
One MedImmune Way
Gaithersburg, Maryland 20878
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(301) 398-0000
This Post-effective Amendment No. 2 is being filed with the Securities and Exchange Commission by the Registrant, in order to de-register 2,000,000 shares of the Registrant’s common stock, par value $.01 per share, covered under the Company’s 1999 Stock Option Plan that are not subject to outstanding stock options. Such shares were registered under a Registration Statement on Form S-8 (Registration No. 333-79241) which was filed on May 25, 1999, as modified pursuant to General Instruction E of Form S-8 by Registration Statements on Form S-8 filed on May 8, 2001 (Registration No. 333-60408), June 13, 2002 (Registration No. 333-90402) and May 27, 2003 (Registration No. 333-105578). The Registrant has carried forward all of the deregistered shares to a Registration Statement on Form S-8 covering the Registrant’s 2004 Stock Incentive Plan.
The Registrant. 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 Post-effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gaithersburg, State of Maryland, on the 14th day of June, 2005.
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MEDIMMUNE, INC. |
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By: |
/s/ DAVID M. MOTT |
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David M. Mott |
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Chief Executive Officer, President and Vice Chairman |
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Pursuant to the requirements of the Securities Act of 1933, this Post-effective Amendment No. 2 has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ WAYNE T. HOCKMEYER, PH.D. |
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Chairman of the Board |
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June 14, 2005 |
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Wayne T. Hockmeyer, Ph.D. |
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/s/ DAVID M. MOTT |
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Chief Executive Officer, President and Vice |
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June 14, 2005 |
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David M. Mott |
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Chairman of the Board (Principal Executive Officer) |
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/s/ DAVID BALTIMORE, PH. D. |
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Director |
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June 14, 2005 |
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David Baltimore, Ph. D. |
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/s/ M. JAMES BARRETT, PH.D. |
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Director |
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June 14, 2005 |
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M. James Barrett, Ph.D. |
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/s/ JAMES H. CAVANAUGH, PH.D. |
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Director |
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June 14, 2005 |
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James H. Cavanaugh, Ph.D. |
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/s/ BARBARA HACKMAN FRANKLIN |
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Director |
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June 14, 2005 |
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Barbara Hackman Franklin |
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/s/ GORDON S. MACKLIN |
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Director |
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June 14, 2005 |
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Gordon S. Macklin |
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/s/ GEORGE M. MILNE, JR., PH.D. |
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Director |
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June 14, 2005 |
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George M. Milne, Jr., Ph.D. |
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/s/ ELIZABETH WYATT |
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Director |
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June 14, 2005 |
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Elizabeth Wyatt |
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/s/ LOTA S. ZOTH |
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Senior Vice President and Chief Financial |
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June 14, 2005 |
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Lota S. Zoth |
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Officer (Principal Financial Officer) |
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/s/ MARK E. SPRING |
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Vice President, Finance and Controller |
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June 14, 2005 |
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Mark E. Spring |
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(Principal Accounting Officer) |
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