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Form S-8 MEDICINES CO /DE

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August 5, 2016 6:58 AM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
____________
THE MEDICINES COMPANY
(Exact name of registrant as specified in its charter)
Delaware 
(State or other jurisdiction
of incorporation or organization)
04-3324394 
(IRS Employer
Identification No.)
8 Sylvan Way
Parsippany, New Jersey 
(Address of Principal Executive Offices)
 
07054 
(Zip Code)

2010 Employee Stock Purchase Plan
2013 Stock Incentive Plan
(Full title of the plan)
____________
Clive A. Meanwell
Chief Executive Officer
The Medicines Company
8 Sylvan Way
Parsippany, New Jersey 07054
(Name and address of agent for service)

(973) 290-6000
(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 x
Accelerated filer ¨
Non-accelerated filer ¨  
(Do not check if a smaller reporting company)
Smaller reporting company ¨



CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Amount to be registered(1)
Proposed maximum offering price per share
Proposed maximum aggregate offering price
Amount of registration fee
Common Stock, $0.001 par value per share
3,300,000 shares(2)
$38.40(3)
$126,720,000(3)

$12,670.70


(1)
In accordance with Rule 416 under the Securities Act of 1933, as amended, (“Securities Act”) this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)
Represents 1,000,000 additional shares of Common Stock authorized for issuance under the 2010 Employee Stock Purchase Plan, as amended, and 2,300,000 additional shares of Common Stock authorized for issuance under the 2013 Stock Incentive Plan, as amended.
(3)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of the Common Stock as reported on The NASDAQ Global Select Market on August 4, 2016.




Statement of Incorporation by Reference
This Registration Statement on Form S-8 is being filed to register the offer and sale of an additional 3,300,000 shares of Common Stock, $0.001 par value per share, of The Medicines Company (the “Registrant”), consisting of 1,000,000 shares authorized for issuance under the Registrant’s 2010 Employee Stock Purchase Plan, as amended (the “2010 Plan”), and 2,300,000 shares authorized for issuance under the Registrant’s 2013 Stock Incentive Plan, as amended (the “2013 Plan”). In accordance with General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8 filed by the Registrant on June 30, 2010 (File No. 333-167896) relating to the 2010 Plan, except for the information required by Items 5 and 8, which are provided below. Additionally, in accordance with General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8 filed by the Registrant on June 28, 2013 (File No. 333-189710), the Registration Statement on Form S-8 filed by the Registrant on August 8, 2014 (File No. 333-197986) and the Registration Statement on Form S-8 filed by the Registrant on August 7, 2015 (File No. 333-206250) relating to the 2013 Plan, except for the information required by Items 5 and 8, which are provided below.
Item 5. Interests of Named Experts and Counsel.
Stephen M. Rodin, our executive vice president and general counsel, has opined as to the legality of the securities being offered by this Registration Statement. As of August 4, 2016, Mr. Rodin owned 17,597 shares of Common Stock and held options to purchase 131,938 shares of Common Stock, granted under our equity incentive plans. Mr. Rodin is eligible to participate in the 2010 Plan and the 2013 Plan.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.




SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Parsippany, State of New Jersey, on August 5, 2016.
THE MEDICINES COMPANY
By:
/s/ Clive A. Meanwell
Clive A. Meanwell
Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of The Medicines Company, hereby severally constitute and appoint Clive A. Meanwell and Stephen M. Rodin, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable The Medicines Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature
Title
Date
 
 
 
/s/ Clive A. Meanwell 
Clive A. Meanwell
Chief Executive Officer and Director (Principal Executive Officer)
August 5, 2016
s/ William B. O'Connor 
William B. O'Connor

Chief Financial Officer (Principal Financial and Accounting Officer)
August 5, 2016
/s/ William W. Crouse 
William W. Crouse
Director
August 5, 2016
/s/ Alexander J. Denner 
Alexander J. Denner
Director
August 5, 2016
/s/ Fredric N. Eshelman 
Fredric N. Eshelman
Director
August 5, 2016
/s/ Robert J. Hugin 
Robert J. Hugin
Director
August 5, 2016
/s/ John C. Kelly 
John C. Kelly
Director
August 5, 2016
/s/ Armin M. Kessler 
Armin M. Kessler
Director
August 5, 2016
/s/ Robert G. Savage 
Robert G. Savage
Director
August 5, 2016
/s/ Hiroaki Shigeta 
Hiroaki Shigeta
Director
August 5, 2016
/s/ Melvin K. Spigelman 
Melvin K. Spigelman
Director
August 5, 2016
/s/ Elizabeth H.S. Wyatt 
Elizabeth H.S. Wyatt
Director
August 5, 2016
 
 
 



INDEX TO EXHIBITS
Number
Description
4.1(1)
Third Amended and Restated Certificate of Incorporation of the Registrant, as amended
4.2(2)
Amended and Restated By-Laws of the Registrant, as amended
5.1
Opinion of Senior Vice President and General Counsel of the Registrant*
23.1
Consent of Senior Vice President and General Counsel of the Registrant (included in Exhibit 5.1)*
23.2
Consent of Ernst & Young LLP, independent registered public accounting firm for the Registrant*
24
Power of attorney (included on the signature pages of this Registration Statement)
99.1(3)
2010 Employee Stock Purchase Plan
99.2(4)
Amendment No. 1 to the 2010 Stock Incentive Plan
99.3(5)
2013 Stock Incentive Plan
99.4(6)
Amendment No. 1 to the 2013 Stock Incentive Plan
99.5(7)
Amendment No. 2 to the 2013 Stock Incentive Plan
99.6(8)
Amendment No. 3 to the 2013 Stock Incentive Plan

*
filed herewith
(1)
Previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2016 and incorporated herein by reference.
(2)
Previously filed with the Securities and Exchange Commission as Exhibit 3.2 to the Registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2016 and incorporated herein by reference.
(3)
Previously filed with the Securities and Exchange Commission as Appendix I to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-31191), filed April 30, 2010 and incorporated herein by reference.
(4)
Previously filed with the Securities and Exchange Commission as Appendix III to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-31191), filed April 26, 2016 and incorporated herein by reference.
(5)
Previously filed with the Securities and Exchange Commission as Appendix I to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-31191), filed April 29, 2013 and incorporated herein by reference.
(6)
Previously filed with the Securities and Exchange Commission as Appendix I to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-31191), filed April 30, 2014 and incorporated herein by reference.
(7)
Previously filed with the Securities and Exchange Commission as Appendix II to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-31191), filed April 30, 2015 and incorporated herein by reference.
(8)
Previously filed with the Securities and Exchange Commission as Appendix II to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-31191), filed April 26, 2016 and incorporated herein by reference.



Exhibit 5.1


August 5, 2016
The Medicines Company
8 Sylvan Way
Parsippany, New Jersey 07054
Re: 2010 Employee Stock Purchase Plan and 2013 Stock Incentive Plan, as amended
Ladies and Gentlemen:
I am the Executive Vice President and General Counsel of The Medicines Company, a Delaware corporation (the “Company”), and have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 3,300,000 shares of common stock, $0.001 par value per share (the “Shares”), of the Company, issuable under the Company’s 2010 Employee Stock Purchase Plan (the “2010 Plan”) and the Company’s 2013 Stock Incentive Plan, as amended (the “2013 Plan”).
I have examined the Certificate of Incorporation and By-Laws of the Company, each as amended to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In my examination of the foregoing documents, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
I assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.
I express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.




Please note that I am opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, I am of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the 2010 Plan and 2013 Plan, the Shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,

/s/ Stephen M. Rodin    
Stephen M. Rodin
Executive Vice President and General Counsel




Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the 2010 Employee Stock Purchase Plan, as amended, and the 2013 Stock Incentive Plan, as amended, of The Medicines Company of our reports dated February 29, 2016, with respect to the consolidated financial statements and schedule of The Medicines Company and the effectiveness of internal control over financial reporting of The Medicines Company included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

MetroPark, New Jersey
August 5, 2016



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