As filed with the Securities and Exchange Commission on March ___, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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(State or other (Address of Principal Executive Offices) (I.R.S. Employer
jurisdiction of (Zip Code) Identification No.)
incorporation or
organization)
2002 LILLY STOCK PLAN, 1998 LILLY STOCK PLAN, 1994 LILLY STOCK PLAN,
1989 LILLY STOCK PLAN
(Full Title of the Plan)
Robert A. Armitage, 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
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
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Common Stock 80,000,000 $57.385 $4,590,800,000 $371,395.72
shares
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(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 March 24, 2003.
There are also registered hereunder such additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the 2002
Lilly Stock Plan.
Pursuant to Rule 429, this Registration Statement also refers to Registration
Statements No. 33-56141, 33-29482, 333-62015, and 333-66113.
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 following documents are incorporated in this Registration Statement by
reference:
o The Annual Report of Eli Lilly and Company (the "Company" or
"Registrant") on Form 10-K for the fiscal year ended December 31, 2002;
o The Company's Reports on Form 8-K filed March 12, 2003 and March 17,
2003; and
o 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.
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 Assistant General Counsel of the
Company, has provided an opinion as to the legality of the securities offered
hereby. Mr. Lootens beneficially owns 12,727 shares of common stock of the
Company and holds options to purchase an additional 43,050 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.
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
Assistant 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.
(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 March 26, 2003.
ELI LILLY AND COMPANY
By /s/ Sidney Taurel
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Sidney Taurel, Chairman of the Board,
President, and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on March 26, 2003, by the following persons in the
capacities indicated.
SIGNATURE TITLE
/s/ Sidney Taurel Chairman of the Board, President, Chief Executive
------------------------------------------------- Officer, and a Director (principal executive officer)
(Sidney Taurel)
/s/ Charles E. Golden Executive Vice President, Chief Financial Officer
------------------------------------------------- and a Director (principal financial officer)
(Charles E. Golden)
/s/ Arnold C. Hanish Chief Accounting Officer (principal accounting
------------------------------------------------- officer)
(Arnold C. Hanish)
/s/ Steven C. Beering Director
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(Steven C. Beering, M.D.)
/s/ Winfried F. W. Bischoff Director
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(Sir Winfried F. W. Bischoff)
/s/ Martin S. Feldstein Director
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(Martin S. Feldstein, Ph.D.)
/s/ George M. C. Fisher Director
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(George M. C. Fisher)
/s/ Alfred G. Gilman Director
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(Alfred G. Gilman, M.D., Ph.D.)
/s/ Karen N. Horn Director
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(Karen N. Horn, Ph.D.)
/s/ Ellen R. Marram Director
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(Ellen R. Marram)
/s/ Franklyn G. Prendergast Director
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(Franklyn G. Prendergast, M.D., Ph.D.)
/s/ Kathi P. Seifert Director
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(Kathi P. Seifert)
/s/ August M. Watanabe Director
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(August M. Watanabe, M.D.)
INDEX TO EXHIBITS
The following documents are filed as part of this Registration Statement:
EXHIBIT
5 Opinion of James B. Lootens, Assistant Secretary and Assistant
General Counsel of the Company, including his consent
23 Consent of Ernst & Young LLP, Independent Auditors