Gilead Sciences Inc – ‘S-8’ on 7/12/96

As of:  Friday, 7/12/96   ·   Effective:  7/31/96   ·   Accession #:  912057-96-14501   ·   File #:  333-08083

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            9     34K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion re: Legality                                   1      7K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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   As filed with the Securities and Exchange Commission on July 12, 1996
                                                 Registration No. 333-
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      SECURITIES AND EXCHANGE COMMISSION
      Washington, D.C. 20549

      ------------------------------

      FORM S-8
      REGISTRATION STATEMENT
     UNDER
      THE SECURITIES ACT OF 1933

      ------------------------------

     GILEAD SCIENCES, INC.
      (Exact name of registrant as specified in its charter)

DELAWARE                       94-3047598               
   (State of Incorporation)               (I.R.S. Employer Identification No.)

      ------------------------------

      353 LAKESIDE DRIVE
     FOSTER CITY, CA 94404
      (415) 574-3000
     (Address and telephone number of principal executive offices)

      ------------------------------

      1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
      (Full title of the plan)

     Mark L. Perry, Esq.
     Vice President, Chief Financial Officer and General Counsel
     Gilead Sciences, Inc.
      353 Lakeside Drive
     Foster City, CA 94404
      (415) 574-3000
     (Name, address, including zip code, and telephone number,
      including area code, of agent for service)

      ------------------------------

      Copy to:
     Julia L. Davidson, Esq.
     Cooley Godward Castro Huddleson & Tatum
     Five Palo Alto Square
     3000 El Camino Real
     Palo Alto, CA  94306-2155
      (415) 843-5000

      ------------------------------

                                              Total Number of Pages:
                                              Exhibit Index at Page:

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     CALCULATION OF REGISTRATION FEE
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                                                        [Enlarge/Download Table]


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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      
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
Stock Option and                                                                                                                  
Common Stock (par                                                                                                                 
value $.001)                    350,000               $23.25                     $8,137,500                  $2,807               

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----------------------------------------------------------------------------------------------------------------------------------


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(1)    Estimated solely for the purpose of calculating the amount of the        
 registration fee pursuant to Rule 457(c) and (h)(1).  The price per
  share and aggregate offering price are based upon the average of the
high and low prices of Registrant's Common Stock on July 11, 1996 
as reported on the Nasdaq Stock Market.                           

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  Approximate date of commencement of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.        

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     PART II

     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Gilead Sciences, Inc. (the       
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement:                     

     a.      The Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1995 filed pursuant to Sections 13(a) or 15(d) of the        
Securities Exchange Act of 1934, as amended (the "Exchange Act").               

    b.      The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.                                                           

c.      The Registrant's Proxy Statement for the Annual Meeting of
Stockholders held on May 14, 1996.                                              

d.      The description of the Registrant's Common Stock which is 
contained in the Final Prospectus filed under the Securities Act of 1933, as    
amended, by the Registrant with the Commission on December 22, 1992.            

  All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 herein and to be a part of this       
registration statement from the date of the filing of such reports and          
documents.                                                                      

     DESCRIPTION OF SECURITIES

Not applicable.                                                   

      INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.                                                   

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     INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Section 145 of the Delaware General Corporation Law, the    
Registrant has broad power to indemnify its directors and officers against      
liabilities they may incur in such capacities, including liabilities under the  
Securities Act of 1933, as amended (the "Act").  The Registrant's Bylaws also   
provide that the Registrant will indemnify its directors and executive officers,
and may indemnify its other officers, directors, employees and other agents to  
the fullest extent not prohibited by Delaware law.                              

The Registrant's Restated Certificate of Incorporation ("Restated 
Certificate") provides that the liability of its directors for monetary damages 
shall be eliminated to the fullest extent permissible under Delaware law.       
Pursuant to Delaware law, this includes elimination of liability for monetary   
damages for breach of the directors' fiduciary duty of care to the Registrant   
and its stockholders.  These provisions do not eliminate the directors' duty of 
care and, in appropriate circumstances, equitable remedies such an injunctive or
other forms of non-monetary relief will remain available under Delaware law.  In
addition, each director will continue to be subject to liability for breach of  
the director's duty of loyalty to the Registrant, for acts or omissions not in  
good faith or involving intentional misconduct, for knowing violations of law,  
for any transaction from which the director derived an improper personal        
benefit, and for payment of dividends or approval of stock repurchases or       
redemptions that are unlawful under Delaware law.  The provision also does not  
affect a director's responsibilities under any other laws, such as the federal  
securities laws or state or federal environmental laws.                         

      The Registrant has been authorized by the Board to enter into agreements
with its directors and officers that require the Registrant to indemnify such   
persons to the fullest extent authorized or permitted by the provisions of the  
Restated Certificate and Delaware law against expenses, judgments, fines,       
settlements and other amounts actually and reasonably incurred (including       
expenses of a derivative action) in connection with any proceeding, whether     
actual or threatened, to which any such person may be made a party by reason of 
the fact that such person is or was a director, officer, employee or other agent
of the Registrant or any of its affiliated enterprises.  Delaware law permits   
such indemnification provided such person acted in good faith and in a manner   
such person reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal proceeding, had no reasonable  
cause to believe his or her conduct was unlawful.  The indemnification          
agreements also set forth certain procedures that will apply in the event of a  
claim for indemnification thereunder.                                           

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      UNDERTAKINGS

a.      The undersigned registrant hereby undertakes:             

             i.      To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:          

                (1)        To include any prospectus required by section
10(a)(3) of the Securities Act;                                                 

                   (2)        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, represent 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
prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in  
the "Calculation of Registration Fee" table in the effective registration       
statement.                                                                      

                   (3)        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)(i) and (a)(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 issuer pursuant to section 13 or     
section 15(d) of the Exchange Act that are incorporated by reference in the     
registration statement.                                                         

              ii.     That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a  
new registration statement relating to the securities offered herein, and the   
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

              iii.    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, each filing of the       
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the    
Exchange Act (and, where applicable, each filing of an employee benefit plan's  
annual report pursuant to section 15(d) of the Exchange Act) that is            
incorporated by reference in the Registration Statement shall be deemed to be a 
new registration statement relating to the securities offered herein, 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 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    
Securities 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 Securities   
Act and will be governed by the final adjudication of such issue.               

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      EXHIBITS

EXHIBIT                                                                         
NUMBER                                                                          
------                                                                          

5.1            Opinion of Cooley Godward Castro Huddleson & Tatum               

23.1           Consent of Ernst & Young LLP                                     

23.2           Consent of Cooley Godward Castro Huddleson & Tatum is contained  
in Exhibit 5.1 to this Registration Statement     

24.1           Power of Attorney is contained on the signature page             

99.1*          1995 Non-Employee Directors' Stock Option Plan and related form  
of stock option grant                             

-----------------                                                               
* Incorporated by reference to Exhibit 10.33 of the Registrant's Registration   
Statement on Form S-3 filed January 23, 1996 (File No. 333-868).                

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      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 Foster City, County of San Mateo, State of      
California, on July 11, 1996.                                                   

         GILEAD SCIENCES, INC.

          By: /s/ John C. Martin
                                    ------------------------------------------
                                  John C. Martin
                                       President and Chief Executive Officer

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     POWER OF ATTORNEY

  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John C. Martin and Mark L. Perry, and    
each of them, his true and lawful attorney-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 and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all      
exhibits thereto, and other documents in connection therewith, with the         
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 connection therewith, 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 of them, or their 
or his substitutes or substitute, may lawfully do or cause to be done by virtue 
hereof.                                                                         

     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/ Michael L. Riordan                                                          
-------------------------                                                       
Michael L. Riordan       Chairman of the Board           July 11, 1996  

/s/ John C. Martin                                                              
-------------------------                                                       
John C. Martin           President, Chief Executive      July 11, 1996  
Officer and Director  
       (Principal Executive Officer)

/s/ Mark L. Perry                                                               
-------------------------                                                       
Mark L. Perry            Vice President, Chief           July 11, 1996  
       Financial Officer and General
      Counsel (Principal Financial
 and Accounting Officer)

-------------------------                                                       
Etienne F. Davignon      Director                               , 1996  

/s/ James M. Denny                                                              
-------------------------                                                       
James M. Denny           Director                        July 11, 1996  

/s/ Gordon E. Moore                                                             
-------------------------                                                       
Gordon E. Moore          Director                        July 11, 1996  

/s/ Donald H. Rumsfeld                                                          
-------------------------                                                       
Donald H. Rumsfeld       Director                        July 11, 1996  

/s/ George P. Shultz                                                            
-------------------------                                                       
George P. Shultz         Director                        July 11, 1996  

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     EXHIBIT INDEX

EXHIBIT                                                          SEQUENTIAL PAGE
NUMBER         DESCRIPTION                                               NUMBER 
5.1           Opinion of Cooley Godward Castro Huddleson                      
& Tatum                                           

23.1           Consent of Ernst & Young LLP                                     

23.2           Consent of Cooley Godward Castro Huddleson                       
& Tatum is contained in Exhibit 5.1 to this       
Registration Statement                            

24.1           Power of Attorney is contained on the                            
signature pages                                   

99.1*          1995 Non-Employee Directors' Stock Option Plan                   
and related form of stock option grant            

-----------------                                                               
* Incorporated by reference to Exhibit 10.33 of the Registrant's Registration   
Statement of Form S-3 filed January 23, 1996 (File No. 333-868).                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Effective on:		7/31/96							S-8
Filed on:		7/12/96		1					S-8
		7/11/96		2		8
		5/14/96		3
		3/31/96		3					10-Q
		1/23/96		6		9			SC 13G/A
		12/31/95		3
		12/22/92		3
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