As filed with the Securities and Exchange Commission on July 26, 2002
Registration No. 333-_______
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UNITED STATES
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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GENOME THERAPEUTICS CORP.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2297484
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 Beaver Street, Waltham, Massachusetts 02453
(Address of principal executive offices, including zip code)
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Genome Therapeutics Corp. Employee Stock Purchase Plan
(Full title of the plan)
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Stephen Cohen With a copy to:
Genome Therapeutics Corp. Patrick O'Brien, Esq.
100 Beaver Street Ropes & Gray
Waltham, Massachusetts 02453 One International Place
(781) 398-2300 Boston, Massachusetts 02110-2624
(617) 951-7000
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Per Aggregate Offering Registration
Share(1) Price(1) Fee
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Common Stock, $.10 250,000 shares $1.92 $480,000.00 $44.16
par value per share(2)
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(1) The offering price has been estimated solely for the purpose of determining
the registration fee pursuant to Rule 457(c) and (h) on the basis of the
average of the high and low prices of Genome Therapeutics Corp.'s common
stock, par value $.10 per share, as reported by the National Association of
Securities Dealers Automated Quotation system on July 23, 2002.
(2) The number of securities being carried forward from the Registrant's
Registration Statement on Form S-8 (File No. 333-39390) is 250,000 and the
amount of the filing fee previously paid with respect to these securities
was $1,728.54.
Exhibit Index can be found on page 5.
This is page 1 of 11 pages.
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The contents of the Registration Statement on Form S-8 (File No. 333-39390)
previously filed with the Securities and Exchange Commission are hereby
incorporated by reference in this Registration Statement. This Registration
Statement is being filed for the sole purpose of increasing the number of shares
registered under the Genome Therapeutics Corp. Employee Stock Purchase Plan, as
amended, by 250,000 shares.
ITEM 8. Exhibits
Exhibit 4(a) The Company's Employee Stock Purchase Plan, as amended.
Exhibit 5 Opinion of Ropes & Gray.
Exhibit 23(a) Consent of Ropes & Gray (contained in Exhibit 5).
Exhibit 23(b) Consent of Arthur Anderson LLP (omitted pursuant to
Rule 437(a)).*
Exhibit 24 Power of Attorney (included as part of the signature pages to
this Registration Statement).
* After reasonable efforts, we have not been able to obtain the consent of
Arthur Anderson LLP to the incorporation in this Registration Statement of their
report with respect to our consolidated financial statements, which appeared in
our Annual Report on Form 10-K/A for the year ended December 31, 2001. Under
these circumstances, Rule 437(a) under the Securities Act of 1933, as amended,
permits this Registration Statement to be filed without a written consent from
Arthur Anderson LLP. Because Arthur Anderson LLP has not consented to the
incorporation by reference of their report into this Registration Statement, you
will not be able to assert claims against Arthur Anderson LLP under Section 11
of the Securities Act of 1933, as amended, for any untrue statement of a
material fact contained in our consolidated financial statements for the year
ended December 31, 2001 or any omissions to state a material fact required to be
stated therein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that its 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 Waltham, Commonwealth of Massachusetts, on this 26th
day of July, 2002.
GENOME THERAPEUTICS CORP.
/s/ STEVEN M. RAUSCHER
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Name: Steven M. Rauscher
Title: President and
Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven M. Rauscher and Stephen Cohen and each of
them singly, with full power to act without the other, his true and lawful
attorneys-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to this registration statement, including post-effective
amendments, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents and each of them full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any substitutes lawfully do or cause to be done
by virtue hereof.
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 dates indicated.
Signature Title Date
/s/ ROBERT J. HENNESSEY Director and July 26, 2002
------------------------------------------ Chairman of the Board
Robert J. Hennessey
/s/ STEVEN M. RAUSCHER Director, President and July 26, 2002
------------------------------------------ Chief Executive Officer
Steven M. Rauscher
/s/ STEPHEN COHEN Chief Financial Officer, July 26, 2002
------------------------------------------ Senior Vice President and
Stephen Cohen Principal Financial Officer
/s/ MARC GARNICK Director July 26, 2002
------------------------------------------
Marc Garnick
/s/ PHILIP LEDER Director July 26, 2002
------------------------------------------
Philip Leder
/s/ LAWRENCE LEVY Director July 26, 2002
------------------------------------------
Lawrence Levy
/s/ NORBERT RIEDEL Director July 26, 2002
------------------------------------------
Norbert Riedel
/s/ DAVID K. STONE Director July 26, 2002
------------------------------------------
David K. Stone
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EXHIBIT INDEX
Number Title of Exhibit Page
------ ---------------- ----
4(a) Employee Stock Purchase Plan 6
5 Opinion of Ropes & Gray 11
23(a) Consent of Ropes & Gray Contained in Exhibit 5
23(b) Consent of Arthur Anderson LLP Omitted pursuant to
Rule 437(a)*
24 Power of Attorney Included as part of the
Signatures to this
Registration
* After reasonable efforts, we have not been able to obtain the consent of
Arthur Anderson LLP to the incorporation in this Registration Statement of their
report with respect to our consolidated financial statements, which appeared in
our Annual Report on Form 10-K/A for the year ended December 31, 2001. Under
these circumstances, Rule 437(a) under the Securities Act of 1933, as amended,
permits this Registration Statement to be filed without a written consent from
Arthur Anderson LLP. Because Arthur Anderson LLP has not consented to the
incorporation by reference of their report into this Registration Statement, you
will not be able to assert claims against Arthur Anderson LLP under Section 11
of the Securities Act of 1933, as amended, for any untrue statement of a
material fact contained in our consolidated financial statements for the year
ended December 31, 2001 or any omissions to state a material fact required to be
stated therein.
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